Annual Report 2009 - Camposol
Annual Report 2009 - Camposol
Annual Report 2009 - Camposol
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>
Casilda Calcina Yunganina<br />
Shift Leader<br />
Pepper Area – Plant.<br />
“I have been working in <strong>Camposol</strong> for ten years. I came from the city of Juliaca in the Department of<br />
Puno to visit my family and they told me there was a company that was looking for workers. I was interested,<br />
I applied and they hired me in the Pepper area. I entered <strong>Camposol</strong> as an operative, I worked<br />
for two months as a packer, then they promoted me to quality controller and then after one year to I<br />
took over the position of General Supervisor of the Pepper Area.<br />
Approximately 3 years later I was placed on the staff payroll and after five years appointed shift leader.<br />
My main function is to lead the team of 400 people that I am responsible for. First I have to organize<br />
myself, train the people, teach them what I know and what I have been taught here. It is important to<br />
share things with them and to respect the rights of each worker.<br />
I dream that the company will be a world leader in all the products we export such as fruit and vegetables<br />
and I would also like to know the products of the other areas.<br />
In <strong>Camposol</strong> one can improve not only in the professional sense but also as a person. What I appreciate<br />
most is the integration, the team work and the commitment that employees have with the<br />
company.”
CONTENTS<br />
1<br />
Letter from CEO 10<br />
5<br />
Key Investment Considerations 42<br />
2Overview 14<br />
2.1 Vision<br />
2.2 Mission<br />
2.3 Values<br />
2.4 Business Principles<br />
2.5 Our People<br />
2.6 Board of Directors<br />
2.7 Management Team<br />
2.8 Organizational Chart<br />
2.9 Legal Structure<br />
2.10 Brief History<br />
6<br />
Corporate Governance 46<br />
3<br />
Products & Categories 26<br />
7<br />
Board of Directors’ <strong>Report</strong> 62<br />
4<br />
Management´s <strong>Report</strong> 30<br />
4.1 Main Activities<br />
4.2 Market Situation<br />
4.3 Company Strategy<br />
4.4 Summary of the Year<br />
4.5 Operations<br />
4.6 Working Environment<br />
4.7 Research & Development<br />
4.8 Social Responsibility<br />
4.9 Financial Results<br />
4.10 Allocation of Net Income<br />
4.11 Shares and Shareholders<br />
4.12 Branches & New Offices<br />
4.13 Contingency Plan, Risk Management and<br />
Uncertainties<br />
4.14 Financial Calendar<br />
4.15 Future Prospects<br />
4.16 Auditors<br />
8<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial<br />
Statements 62
KEY HIGHLIGHTS <strong>2009</strong><br />
Ever since its creation in 1997, CAMPOSOL has experienced a fast and steady level of growth in sales<br />
(over 32% CAGR -Compound <strong>Annual</strong> Growth-). However, due to the effects of the international financial<br />
crisis experienced since the fall of Lehman Brothers in October 2008, growth was no longer the first<br />
concern for the Company.<br />
<strong>2009</strong> was thus a year of transition for CAMPOSOL, in which it worked hard on gaining major efficiencies,<br />
reducing overall risk, increasing internal control and improving management information systems in order<br />
to better support additional growth in the years to come.<br />
Nonetheless, it is worth noting that the Company planted an additional 1,200 has. of avocado and is<br />
confident that 2010 will bring a more favorable scenario and new opportunities to continue growing in a<br />
more profitable way.<br />
Main <strong>2009</strong> achievements were:<br />
• Strengthened operations in Europe and the opening of a commercial branch in the Netherlands to<br />
reinforce focus on fresh products.<br />
• First harvest and sale of Grapes to Asia & Europe.<br />
• Start of SAP implementation in fields and Human Resources payroll to complete integration of all areas<br />
under an ERP platform.<br />
• Initiated the Sustainable Agriculture Program and will present our first Sustainability <strong>Report</strong> in <strong>2009</strong>.<br />
• Changes in top management team: In December <strong>2009</strong> Juan Jose Gal’Lino resigned from the Chief<br />
Executive Officer (CEO) position and in January 2010 Fabio Matarazzo was appointed as new CEO.
1Letter from CEO<br />
Times of crisis are also times of opportunity<br />
Moving into <strong>2009</strong>, CAMPOSOL faced extraordinary uncertainty with regards to how<br />
our main markets where going to develop. Our two most important markets, the US and<br />
Spain, were especially hurt by the tough economic conditions that evolved during 2008.<br />
At the same time CAMPOSOL struggled with an unfinished expansion plan, new fields<br />
with low yields and high costs, as well as high inventory levels – especially in preserved<br />
asparagus. High levels of inventories built up throughout the entire distribution chain did<br />
not make the situation easier. Our preserved white asparagus became hard to move, even<br />
at reduced prices. In addition we were servicing an important bank debt.<br />
Fortunately our team, with the support of our directors and shareholders, found opportunities<br />
in such turbulent times and these opportunities were found inside the company: When<br />
growth is the primary concern, efficiencies sometimes are not. The team shifted focus to<br />
corrective measures and set a goal of making CAMPOSOL profitable even with so called<br />
“recession prices” on our products. This focus was necessary in both short term cash flow<br />
and long term sustainability of the company. But focus on effectiveness and profitability<br />
should also improve operational leverage. When prices improve in the future CAMPOSOL<br />
is ready to deliver attractive margins and results.<br />
One obvious need was to reduce fixed costs. Through tough and well-considered decisions<br />
the company reduced its annualized fixed cost base by USD 2.5 MM. Other areas of<br />
importance were process efficiency and procurement. We made process improvements<br />
in certain fields such as packing and administration and, by better negotiations with our<br />
suppliers, we achieved lower prices and improved payment terms. To support these<br />
operational efforts, the slogan “to do more with less” was institutionalized internally.<br />
The impacts on the turnover of our operating working capital were evident and allowed<br />
us to obtain the liquidity needed to finish the avocado new plantings and to reduce debt.<br />
This will be discussed in further detail in the financial results section of this annual report.<br />
Despite challenging work with cost cutting and operational improvements, the team also<br />
prioritized strategic work. During the year it became clearer to the team that CAMPOSOL’s<br />
competitive advantages within the fresh product market are substantial and make it<br />
possible to become an important player in the sector. Energy was therefore redirected<br />
towards the area, especially in asparagus. A new branch in the Netherlands was also<br />
opened to be closer to the fresh products market and to better serve existing costumers,<br />
as well as to develop commercial relationships with new ones. The consequence was to<br />
take a few steps back from the preserved line.<br />
Today we are even stronger in our faith that CAMPOSOL is capable of creating substantial<br />
value in a rapidly growing fresh market, a market that offers good opportunities to<br />
differentiate from other players. The preserved-product market on the other hand is, as<br />
we know, a highly mature market with lower entry barriers. It also faces competition from<br />
China and we need to be prepared.<br />
As a result of increased strategic focus on the fresh-product market, CAMPOSOL<br />
increased its volume sold of fresh white asparagus by more than 45% in <strong>2009</strong> compared<br />
with 2008. It made a strong contribution to the year’s results.<br />
We also achieved important milestones in our people, on our culture and<br />
our technological platform. We became active members of the Global<br />
Compact, established continuous improvement programs in the fields and in<br />
packing, implemented programs for Managerial Capabilities and completed<br />
the implementation of SAP in the entire company by incorporating Human<br />
Resources and Fields.<br />
When I joined the company in January 2010, it was a pleasure to hear these<br />
achievements made in <strong>2009</strong> from my team in our first meeting. I am sure<br />
the company did the right things during <strong>2009</strong> and that CAMPOSOL today is<br />
a more solid, more efficient company, driven by a highly motivated team. I<br />
now have the challenge to lead this team to even higher achievements and<br />
I am looking forward to talking to you about them in our next <strong>Annual</strong> Review.<br />
With regards,<br />
Fabio Matarazzo di Licosa<br />
CEO
2Overview
16<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL’s is the leading agroindustrial<br />
company in Peru and the<br />
largest asparagus exporter in the world.<br />
The Company owns all the fields where<br />
its products are harvested, having total<br />
control of the growing, harvesting and<br />
packing phases of its final products.<br />
The CAMPOSOL products’ portfolio<br />
include: White & Green Asparagus,<br />
Piquillo and Sweet Peppers, Avocados,<br />
Mangoes, Grapes and Citrus (tangerines),<br />
which are packed fresh, frozen or<br />
preserved, and exported to the world.<br />
By being vertically integrated, from the<br />
growing fields to the finished products,<br />
CAMPOSOL guarantees that only<br />
products of the highest quality are<br />
offered to our wide range of customers.<br />
2.1 Vision<br />
To be world leaders in the growing,<br />
processing and sale of top quality fruit and<br />
vegetables by means of an ethical and<br />
efficient management that ensures the<br />
long term sustainability of our business.<br />
2.2 Mission<br />
To reliably satisfy the fruit and vegetables<br />
needs of our clients and consumers<br />
around the world with efficiency, quality<br />
and responsibility.<br />
2.3 Values<br />
CAMPOSOL has established the<br />
following corporate values:<br />
Integrity<br />
We are trustworthy, we honor our<br />
commitments and we are responsible for<br />
the consequences of our actions, always<br />
contemplating the triple bottom line:<br />
economic, social and environmental.<br />
Respect<br />
We appreciate and esteem people<br />
and we foster good relations within an<br />
environment where ideas and feedback<br />
are highly appreciated.<br />
Team work<br />
We share our objectives and strategies<br />
and we strive to be communicative<br />
and transparent, creating an open<br />
and flexible atmosphere where team<br />
objectives take precedence over<br />
personal goals.<br />
Excellence<br />
We all work to attain the highest standards<br />
of performance, innovation and quality<br />
in all areas of our processes, activities<br />
and products. We give great attention<br />
to detail and endeavor to comply with<br />
the demands and expectancies of the<br />
international market.<br />
Austerity<br />
We work towards achieving efficiency<br />
along the whole value chain while<br />
maintaining strict discipline on our cost<br />
management and implementing policies<br />
that impede questionable spending.<br />
2.4 Business Principles<br />
CAMPOSOL abides by four Business<br />
Principles which guide the work it<br />
carries out and the way it interacts with<br />
society:<br />
Human Resources Management<br />
CAMPOSOL recognizes its commitment<br />
to its employees by establishing the<br />
best working conditions to enable<br />
professional and personal wellbeing and<br />
development, in a friendly atmosphere,<br />
with the aim of fulfilling our vision,<br />
mission and values. It further provides<br />
training opportunities on an ongoing<br />
basis and identifies and recognizes<br />
outstanding employees.<br />
Ethics<br />
CAMPOSOL is convinced that in order<br />
to consolidate and develop itself, it<br />
must follow its business objectives and<br />
ethical principles and apply them in its<br />
relations with customers, suppliers,<br />
shareholders, employees and society<br />
in general. High standards of ethics<br />
and integrity ensure our credibility<br />
in the eyes of our stakeholders and<br />
CAMPOSOL expects all its employee<br />
to maintain the highest standards of<br />
ethics and integrity.<br />
Honesty, dignity, respect, loyalty, proper<br />
behavior, efficiency, transparency and<br />
awareness of ethical principles are the<br />
highest values that guide CAMPOSOL’s<br />
relationship with stakeholders.<br />
Social development and community<br />
relations<br />
CAMPOSOL is committed to balancing<br />
the impacts caused by the industry,<br />
enhancing the positive impacts that<br />
create value for the company and<br />
the society. To this end, we carry out<br />
actions in the localities within our area<br />
of influence, fostering synergic and<br />
ethical relations based on trust between<br />
the company and the inhabitants; the<br />
local, regional and national government;<br />
grassroots organizations and other<br />
stakeholders involved; establishing<br />
long-lasting relationships of ongoing<br />
dialogue and mutual respect with our<br />
neighbors.<br />
Quality, Environment, Safety and<br />
Health<br />
CAMPOSOL reflects its responsible<br />
attitude in all its activities, guaranteeing<br />
customer satisfaction, the health and<br />
safety of its employees and respect for<br />
the environment.<br />
By complying with the following<br />
features, CAMPOSOL undertakes to<br />
maintain an Integrated Management<br />
System of Quality, Environment, Safety<br />
and Occupational Health, based on<br />
international standards. Oriented<br />
towards the principle of continuous<br />
improvement in order to obtain highquality<br />
products, we ensure their<br />
traceability and optimize processes for<br />
the reduction of environmental impacts,<br />
satisfaction of all customers, employees,<br />
suppliers, communities, government<br />
and shareholders, as well as avoiding the<br />
contamination that is present in different<br />
activities; guaranteeing compliance with<br />
Efficiency, quality and<br />
responsibility.<br />
applicable legal requirements and other<br />
objectives to which we subscribe.<br />
2.5 Our people<br />
As in most agro-industrial companies,<br />
the labor intensity of CAMPOSOL’s<br />
activities varies throughout the year. The<br />
number of people employed depends<br />
on the season, the product and the<br />
volume being harvested, all of which<br />
have a direct impact on our operations.<br />
In this respect, our employees are<br />
organized in the field, in the plant and<br />
in administrative tasks, three areas<br />
that comprise an integrated and highly<br />
competent human team. At the end<br />
of <strong>2009</strong>, CAMPOSOL registered 8,497<br />
employees in its operations in Chao/<br />
Viru, Piura and Tumbes and in its offices<br />
in Lima. Our labor force is composed<br />
of around 94% operations workers and<br />
6% administrative staff and executives.<br />
17
18<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
2.6 Board of Directors<br />
Mimi Berdal<br />
Director<br />
Christopher Yetter<br />
Director<br />
Samuel Dyer Ampudia<br />
President of the Board<br />
Mr. Dyer Ampudia earned a degree<br />
in Business Administration from<br />
Universidad Nacional Federico<br />
Villareal and is a graduate of<br />
the Top Management Program<br />
– International Business- from<br />
Universidad de Piura. He was<br />
founding shareholder and<br />
Chairman of the Board of<br />
COPEINCA ASA, Galvanizadora<br />
Peruana S.A., Aceros y Techos S.A.<br />
Consorcio Latinoamericano S.A.<br />
and Ferreteria Dyer S.A., among<br />
others. He is Chairman of the Board<br />
of the D&C Group (Dyer and Coriat),<br />
one of the most successful family<br />
business groups in the country<br />
in recent years, which has begun<br />
its diversification into mining,<br />
agribusiness, real estate and<br />
construction businesses, through<br />
Apurimac Ferrum S.A. Ausinca,<br />
Campoinca and IC Viviendas. He is<br />
currently Chairman of the Board of<br />
CAMPOSOL.<br />
Ms. Berdal earned a law degree at<br />
the University of Oslo in 1987 and<br />
was admitted to the Norwegian Bar<br />
Association in 1990. She was a partner<br />
of Arntzen de Besche Law Firm in Oslo<br />
until 2005 and since then has worked<br />
as an independent legal and corporate<br />
counselor. Ms. Berdal is also a director<br />
of Itera Consulting Group ASA,<br />
Rocksource ASA, Gjensidige Pensjon<br />
og Sparing Holding AS, DnB NOR<br />
Eiendomsfond 1 AS, Gassco AS, Q-Free<br />
ASA, Infratek ASA and COPEINCA ASA.<br />
Gianfranco Castagnola<br />
Director<br />
Graduated in Economics from<br />
Universidad del Pacífico, with a<br />
Master’s Degree in Public Policy from<br />
Harvard University. He is CEO of Apoyo<br />
Consultoría and Chairman of the Board<br />
of AC Capitales SAFI. He was a Member<br />
of the Board of the Banco Central de<br />
Reserva del Peru and currently is a<br />
Member of the Board of Austral Group,<br />
Cementos Pacasmayo, Scotiabank,<br />
Saga Falabella and Maple Energy.<br />
Investment Analyst at QVT<br />
Financial LP, a New York-based<br />
private investment firm, where<br />
his investment focus is emerging<br />
markets with a special emphasis<br />
on Latin America, and he primarily<br />
trades public and private equities<br />
and sovereign credit positions.<br />
Previously, he was an Assistant<br />
Professor in the Faculty of<br />
Economic and Business Sciences<br />
of the Universidad de Navarra<br />
in Pamplona, Spain, among the<br />
top private universities in Spain,<br />
where he taught undergraduate<br />
courses focused on Capital<br />
Markets and Corporate Finance.<br />
Prior to that, he worked at the<br />
Morgan Stanley emerging markets<br />
credit and currency trading desks<br />
(in New York) and with the energy<br />
investment banking firm Petrie<br />
Parkman LLP (in Houston). Mr.<br />
Yetter holds a B.A. degree in<br />
Economics and Mathematics<br />
(magna cum laude) from Harvard<br />
University and an MSC degree<br />
in Economics and Finance (top<br />
honors) from the Universidad de<br />
Navarra.<br />
Frixos Savvides<br />
Director<br />
Public Accountant, associate of the Public Accountants’ Institute of England and Wales. A<br />
founder of the auditing firm PKF Savvides and Associates in Cyprus where he held the position<br />
of managing partner until 1999, the year he was appointed Minister of Health for the Republic of<br />
Cyprus, a position he held until 2003. He was named Director of Frontline in 2005. He is also a<br />
board member of Golar, Deep Sea Supply and other shipping companies listed on the Oslo Stock<br />
Exchange, Nasdaq and the New York Stock Exchange.<br />
19
20<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Samuel Dyer Coriat<br />
Director<br />
2.7 Management Team<br />
Piero Dyer Coriat<br />
Deputy CEO<br />
Mr. Dyer is a Business Administrator<br />
with a Master’s Degree in Finance and<br />
Administration from the Miami University<br />
(Florida USA). After having obtained<br />
ample experience in the various aspects<br />
of the Peruvian fishing industry, he was<br />
named CEO of COPEINCA in 2002.<br />
Since that date, his goal has been to<br />
transform COPEINCA into a world<br />
class organization, based on principles<br />
of Corporate Governance and Social<br />
Responsibility.<br />
Hugo Walter Chumbez<br />
Director<br />
Bachelor’s degree in Accounting<br />
from Universidad Ricardo Palma,<br />
with studies in banking, finance,<br />
management and administration from<br />
INCAE Business School (Costa Rica).<br />
Experience in Ernst & Young and other<br />
Peruvian audit companies. Over 20<br />
years of experience in the Peruvian and<br />
International banking sector, (Lloyds<br />
Bank PLC, Banco del Sur, Banco del<br />
Libertador (Group Luksik Chile), Banco<br />
de Lima and others). He has been the<br />
Director of Carbolan (Pelikan Peru) and<br />
of Copeinca. Since 2004, he has been<br />
an associate and Director of Intelfilm<br />
S.A. He was appointed Director of<br />
CAMPOSOL last year.<br />
Fabio Matarazzo di Licosa<br />
Chief Executive Officer (CEO)<br />
Fabio is an accomplished business<br />
leader with extensive global experience<br />
spanning Latin America, Europe and<br />
Asia, primarily in leading Agribusiness<br />
and fast moving consulting groups,<br />
multi-national companies like IRFM,<br />
The Coca-Cola Company and Del<br />
Monte Foods. He has strong General<br />
Management, Operations and<br />
Commercial Marketing expertise in<br />
both emerging and mature markets.<br />
In addition he has worked on a wide<br />
range of food industry rationalization,<br />
integration, acquisition and turnaround<br />
projects. Before joining CAMPOSOL<br />
as CEO, his latest assignment in SEA<br />
was to acquire first hand expertise<br />
on the Philippines, India, China and<br />
Singapore FMCG markets, having<br />
successfully lead the regional Del<br />
Monte Pacific Company to an<br />
enhanced professional level. Fabio<br />
holds a B.A. with a Major in Economic<br />
Theory coupled with numerous post<br />
graduate specialized Marketing &<br />
Sales courses. He is fluent in Italian,<br />
Portuguese, French and Spanish.<br />
Jorge Ramírez<br />
Chief Financial Officer (CFO)<br />
He holds a Master’s Degree in<br />
Business Administration and a<br />
Bachelor of Science Degree in<br />
Mechanical Engineering from<br />
University of Miami (Florida<br />
USA). He worked as technical<br />
and financial analyst for the<br />
D&C Group, in the new projects<br />
division and General Manager<br />
of Apurímac Ferrum, an Iron Ore<br />
Exploration Project. He joined<br />
CAMPOSOL in 2008 as CFO<br />
and is a member of the Board of<br />
Copeinca ASA.<br />
Mr. Ramirez graduated in Business Administration<br />
with a Master’s Degree in Finance from Loyola<br />
University, New Orleans, USA, and with an MBA<br />
from ITESM (México) - ESPOL (Ecuador). He has<br />
vast international experience in Strategic Planning,<br />
Corporate Finance, Mergers & Acquisitions and<br />
International Affairs. Mr. Ramirez previously worked<br />
for Amanco Group (1995-2008), holding various<br />
positions in Ecuador, Costa Rica and Brazil, his last<br />
one being CFO for Latin America.<br />
21
22<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Gustavo Guerrero Paretto<br />
Operations Manager<br />
Guillermo Lohmann<br />
General Counsel<br />
He graduated from the Universidad<br />
Nacional Agraria La Molina as an<br />
Agronomist with postgraduate studies in<br />
Soils and Fertilizers. His work has been<br />
related to agro-exports since 1987. He<br />
worked in Roots Peru S.A. and Talsa and in<br />
2001 was appointed Agricultural Production<br />
Manager of CAMPOSOL for Asparagus<br />
Pepper and Artichokes. Since 2008 he has<br />
been responsible for implementing and<br />
preparing all the company’s production<br />
areas, which includes fields, industrial<br />
production facilities and the quality<br />
assurance systems.<br />
He graduated as a lawyer from the<br />
Pontificia Universidad Católica del<br />
Perú. He was part of the law firm<br />
Rodrigo, Elias & Medrano, from<br />
January 2005, acquiring the status<br />
of associate in January 2007. He<br />
has ample experience in the areas<br />
of commercial arbitration and civil<br />
litigation. He participated in the training<br />
program in negotiations in accordance<br />
with the Harvard University Model. In<br />
December 2007 he joined CAMPOSOL<br />
to form and develop the Legal Affairs<br />
Department as the Company’s General<br />
Counsel.<br />
Michael Horney<br />
Commercial Manager<br />
Graduated in Business Administration from Universidad<br />
del Pacífico with an MBA from ESAN (Graduate School of<br />
Business Administration). He has vast experience in the<br />
agro-industrial sector, focused on the commercialization of<br />
agricultural products in developed markets. He was Export<br />
Manager in Procesos Agroindustriales S.A, General Manager<br />
of Agro Exportadora Del Colca S.A.C, General Manager of<br />
Procesos AQR S.A.C. and General Manager of Gourmet<br />
Trading Peru S.R.L.<br />
Edwin Alvarado<br />
Administration Manager<br />
An Industrial Engineer graduated from<br />
Universidad Nacional de Trujillo and a MBA<br />
from ESAN with a mention in Finance. He has<br />
experience in accounts, costing, budgeting,<br />
evaluation of financing alternatives, economic<br />
analysis, credit management and foreign<br />
trade. He has worked for Southern Peru and<br />
for Orion Bank. He joined CAMPOSOL in 2001<br />
where he has worked as head of areas such as<br />
Accounting, Systems, Finance, Budgeting and<br />
Management Control.<br />
Miguel Caldas<br />
Human Resources Manager<br />
Holding an MBA with a major in Strategic Planning, Mr. Caldas is a<br />
lawyer with postgraduate studies in Taxation, Human Resources and<br />
Negotiations. He is a consultant and business advisor with more than<br />
26 years’ experience in the field. He has worked as Human Resources<br />
Manager for Lima and Central Regions of Backus and Johnson S.A.<br />
– Unión de Cervecerías Peruanas. He has been President of the<br />
Labor Commission of the Peruvian Association of Human Resources<br />
(APERHU) and a member of the Consultative Commission of the<br />
Ministry of Labor and Promotion of Employment.<br />
23
24<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
2.8 Organizational Chart<br />
Angel Suarez<br />
Internal Auditor<br />
BOARD OF DIRECTORS<br />
Francesca Carnesella<br />
Corporate Affairs Manager<br />
Public Accountant graduated from<br />
the Pontificia Universidad Católica<br />
del Peru (PUCP) with a specialization<br />
in Financial Auditing. He has ample<br />
experience in financial and internal<br />
auditing, accounting and controllership<br />
in leading transnational companies in<br />
the mass consumption industry and in<br />
financial, tax and business consulting;<br />
orienting the improvement in company<br />
management on the basis of business<br />
process management focuses,<br />
risk management assurance and<br />
management information systems. He<br />
has worked for PricewaterhouseCoopers,<br />
Embotelladora Latinoamericana S.A.-<br />
Coca Cola and Deloitte & Touche.<br />
HUMAN RESOURCES MANAGER<br />
Miguel Caldas<br />
ADMINISTRATION MANAGER<br />
Edwin Alvarado<br />
CHIEF EXECUTIVE OFFICER<br />
Fabio Matarazzo Di Licosa<br />
DEPUTY CHIEF EXECUTIVE OFFICER<br />
Piero Dyer Coriat<br />
CHIEF AUDIT EXECUTIVE<br />
Angel Suárez<br />
CORPORATE AFFAIRS MANAGER<br />
Francesca Carnesella<br />
LEGAL COUNSEL<br />
Guillermo Lohmann<br />
Economist from Universidad del Pacífico with an MBA from Universidad de Piura<br />
and post-graduate studies in Communications at the Pontificia Universidad<br />
Católica del Perú. She has broad experience in the areas of corporate image,<br />
communications, public administration and institutional relations. She has served<br />
as advisor to the Minister of Economy and Finance, the Minister of Energy and<br />
Mines, the President of the Commission for the Promotion of Private Investment<br />
and was appointed Press & Communications Director of the Ministry of Foreign<br />
Affairs. She was the Manager of Image and Communications of BBVA Banco<br />
Continental and Manager of the Fundacion BBVA, as well as Corporate Image and<br />
Public Relations Director at TIM Peru (now Claro).<br />
CHIEF COMMERCIAL OFFICER<br />
Michael Horney<br />
CORPORATE IT MANAGER<br />
Ramón Camminati<br />
CHIEF OPERATIONS OFFICER<br />
Gustavo Guerrero<br />
CHIEF FINANCIAL OFFICER<br />
Jorge Ramirez<br />
25
26<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
2.9 Legal Structure<br />
Grainens Ltd Blacklocust Ltd Sibourne Holding<br />
Inc.<br />
<strong>Camposol</strong> Europe<br />
S.L. (Spain)<br />
Campoinca S.A.<br />
<strong>Camposol</strong> Fresh<br />
B.V. (Netherlands)<br />
<strong>Camposol</strong> Holding PLC<br />
Marinazul S.A.<br />
<strong>Camposol</strong> S.A.<br />
Others<br />
40%<br />
Empacadora de Frutos<br />
Tropicales SAC (EMPAFRUT)<br />
Madoca Corp.<br />
(Panama)<br />
Marinasol S.A.<br />
LBTED<br />
INTERMEDIANTES<br />
OPERATING<br />
Others include: Crofton Finance S.A.C (in the process of absortion), Muelles y Servicios Paita S.R.L, Sociedad Agricola Las Dunas S.R.L, Balfass S., Prodex E.I.R.L, Preco Precio<br />
Economico (50%). All subsidiaries are 100% owned unless stated otherwise.<br />
2.10 Brief History<br />
CAMPOSOL is an agro-industrial<br />
company involved in the planting,<br />
harvesting, processing and exporting<br />
of asparagus, avocado, piquillo pepper,<br />
mango, grapes and citrus (tangerines).<br />
These products are sold fresh, frozen or<br />
preserved in jars or cans.<br />
In 1997, operations began with the<br />
purchase of the first strip of land. During<br />
the same year, further land was acquired<br />
through the Special Chavimochic<br />
Project by means of public auction.<br />
The Chavimochic irrigation project<br />
provided water to more than 47,000<br />
has. of desert on the northern coast of<br />
Peru, with a total investment of more<br />
than USD1,000 MM. At present, as a<br />
result of this project, more than 15,000<br />
has. have been developed in its zone of<br />
affluence by several companies.<br />
The acquisition and development of<br />
land in Piura began in 1998 with a<br />
first stage of 2,800 has. CAMPOSOL<br />
established its central headquarters<br />
in the Chavimochic area where its first<br />
agricultural operations began.<br />
At the end of 1999, the Company began<br />
its agro-industrial exports. These are<br />
processed until today in the Chao<br />
industrial complex located in the Viru<br />
province, La Libertad department.<br />
The vision and commitment of everyone<br />
involved resulted in CAMPOSOL quickly<br />
becoming a leading Peruvian agroindustrial<br />
company, annually occupying<br />
first place in non-traditional agroexports<br />
and generating, in high seasons,<br />
more than 8,000 direct jobs.<br />
Today, the Company has more than<br />
25,000 has. in the areas of Chao, Viru,<br />
Piura and Tumbes (all of them located<br />
in northern Peru). The CAMPOSOL<br />
agro-industrial complex consists of<br />
an industrial plant with six process<br />
lines, three of which are focused on<br />
processing preserved or glass jarred<br />
products (preserved), one on frozen<br />
products, and the rest are directed at<br />
the production of fresh products.<br />
Today, the<br />
Company<br />
has more<br />
than 25,000<br />
hectares in<br />
the areas of<br />
Chao, Viru,<br />
Piura and<br />
Tumbes<br />
27
3Products &<br />
Categories
30<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product Management´s & Management’s<br />
categories <strong>Report</strong> <strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL integrally manages the agro-industrial supply chain: its own fields, packing and distribution. Its fields are<br />
strategically located in the irrigation areas of the Chavimochic and Chira-Piura Projects, with the following products: asparagus<br />
(white and green), avocado, piquillo and sweet peppers, mangoes, grapes and citrus (tangerines).<br />
The Company also owns a shrimp production facility in Tumbes, which is all destined for export.<br />
Products Categories Main destinations<br />
White asparagus Fresh, preserved and frozen Germany, The Netherlands, USA<br />
Spain, Germany, France<br />
Japan, Germany<br />
Green asparagus Fresh, preserved and frozen USA, Europe<br />
USA<br />
USA, Europe<br />
Avocadoes Fresh and frozen France, Spain, UK<br />
USA, Spain<br />
Mangoes Fresh, preserved and frozen USA, The Netherlands, UK<br />
Germany<br />
USA, Europe, Japan<br />
Grapes Fresh Russia, Europe, Asia<br />
Peppers Preserved Spain, Germany<br />
Shrimp Frozen USA<br />
USA<br />
3.1 Fresh<br />
• Asparagus: CAMPOSOL was the third<br />
largest exporter of Peru with the highest<br />
volume of fresh asparagus (white and<br />
green), totaling 6,908 MT exported and<br />
total sales of USD 18,8 million. 77%<br />
of the volume was white while 28%<br />
was green, consolidating our company<br />
as the main fresh white asparagus<br />
exporter in Peru.<br />
• Avocado: Peru exported 47,000 MT of<br />
avocados in <strong>2009</strong>, and CAMPOSOL<br />
represented 18% of that volume,<br />
occupying second place in the Peruvian<br />
export ranking, led by another company<br />
which accounted for 19%. The total<br />
revenues of this product reached USD<br />
12.2 MM.<br />
• Mango: Peru exported around 52,000<br />
MT of mango. CAMPOSOL occupied<br />
the second place in the ranking of<br />
Peruvian exporters with 7% of the<br />
volume. The total revenues from this<br />
product reached USD 5.6 MM.<br />
• Grapes: Peru exported 44,000 MT<br />
of fresh grapes, continuing a steady<br />
growth. <strong>2009</strong> was the first year in<br />
the market for CAMPOSOL with this<br />
product. We exported Red Globe<br />
variety grapes to Asia, Europe, USA<br />
and Central America. CAMPOSOL<br />
occupied the 12th place in the ranking<br />
of Peruvian grape exporters. The total<br />
revenues of this product reached USD<br />
1.9 MM.<br />
3.2 Preserved<br />
This product category acquainted for 55%<br />
of the revenues of the company in <strong>2009</strong>,<br />
being preserved asparagus the main<br />
product, followed by peppers, mangoes<br />
and artichokes.<br />
• Asparagus: Peru exported 30,000 MT<br />
in <strong>2009</strong>, and CAMPOSOL was once<br />
again the largest exporter of preserved<br />
asparagus (white and green) from Peru,<br />
with 12,000 MT.<br />
• Peppers: CAMPOSOL was the largest<br />
exporter of preserved peppers, with<br />
9,000 MT exported, which represented<br />
43% of Peruvian exports.<br />
3.3 Frozen<br />
This product category sold Individual<br />
Quick Freezing (IQF) products of green and<br />
white asparagus, mangoes, avocadoes,<br />
artichokes, and piquillo pepper during the<br />
whole of <strong>2009</strong>. There were 4 thousand<br />
net MTs sold for a total amount of USD<br />
9.8 MM, which constituted 8% of total<br />
CAMPOSOL revenues.<br />
• Avocado: IQF avocado, sold in<br />
halves, chunks and dices, represented<br />
42% of the frozen product sales,<br />
accounting for USD 3.9 MM. Volume<br />
wise, this represents 63% of the total<br />
exports of Peru of this product.<br />
• Mangoes: IQF mangoes represented<br />
28% of the product category, and the<br />
volume exported totaled 1,900 MT for<br />
a total of USD 2.6 MM.<br />
Product Categories Main Characteristics Distribution Chain<br />
Fresh<br />
Preserved<br />
Frozen<br />
• Shrimps: For <strong>2009</strong>, shrimp revenues<br />
amounted to USD 8.3 MM.<br />
3.4 Other sales<br />
In addition, CAMPOSOL had other<br />
sales of USD 5 MM, which was mainly<br />
organic material and sort outs, used<br />
in other agricultural processes or as<br />
cattle feed.<br />
Dynamic market, where post-harvest<br />
and logistics have an important role, and<br />
demand windows are opportunities were to<br />
focus supply.<br />
Mature and stable market, where long term<br />
programs predominate and volume is a key<br />
aspect.<br />
Growing and dynamic specialized market<br />
with technological barriers were programs<br />
predominate.<br />
Wholesale markets, food service, fresh-cut<br />
companies & retailers.<br />
Retailers, Foodservice, Cash & Carry, food<br />
distributors.<br />
Food Processors, Food Service, retailers.<br />
31
4Management´s <strong>Report</strong>
34<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Asparagus,<br />
avocado,<br />
piquillo<br />
and sweet<br />
peppers,<br />
mangoes,<br />
grapes, and<br />
citrus fruits<br />
4.1 Main Activities<br />
CAMPOSOL is an agro-industrial company<br />
that integrally manages its supply chain:<br />
its own fields, processing and distribution.<br />
CAMPOSOL’s portfolio includes the<br />
following products: asparagus, avocado,<br />
piquillo and sweet peppers, mangoes,<br />
grapes, and citrus (tangerines) which are<br />
packed fresh, frozen or preserved, and<br />
exported to the world.<br />
The company is located in the Chao,<br />
Viru, Piura and Tumbes regions in Peru,<br />
and owns all the fields where its products<br />
are planted and harvested, having total<br />
control of the growing, harvesting and<br />
packing phases of its final products.<br />
4.2 Market Situation<br />
In general, CAMPOSOL’s main markets<br />
(Europe and North America) began the<br />
year with a weak interest in consumption<br />
of imported products and remained<br />
this way throughout the year. However,<br />
on evaluating the performance of the<br />
different products, one can see that<br />
each one behaved differently.<br />
During <strong>2009</strong> high levels of inventories of<br />
preserved asparagus in the distribution<br />
chains as well as lack of purchases<br />
from buyers reflected a low output<br />
of Chinese producers, our main<br />
competitors, who entered the market<br />
with 2008 stocks and limited volumes of<br />
production at low prices. The financial<br />
crisis strongly affected Spain, Peruvian<br />
preserved asparagus’s main market,<br />
and lack of liquidity in companies<br />
generated reductions in lines of credit,<br />
and as a result, limited the trade. The<br />
performance of piquillo peppers was<br />
not affected due to the non-existence of<br />
inventories in the chain.<br />
In relation to frozen products, the market<br />
was more dynamic and CAMPOSOL<br />
managed to strongly position itself as<br />
a supplier of diverse presentations of<br />
mango and avocado, entering new<br />
countries with new presentations.<br />
The fresh products market – a market<br />
much more price sensitive to supplied<br />
volume – behaved differently depending<br />
on the product. Mango was in an “off<br />
year” from Peru in the 2008-<strong>2009</strong><br />
periods; therefore a lack of supply<br />
resulted in high prices in the early part of<br />
the year. The season <strong>2009</strong>-2010 started<br />
in November, with higher volumes from<br />
Peru and low prices. It was a difficult<br />
one with an “on” year for Peru and large<br />
volumes arriving in Europe.<br />
Avocado prices diminished during the<br />
second quarter of the year due to high<br />
volumes from Peru and South Africa<br />
entering a recessed European market.<br />
The season ended in the third quarter,<br />
volumes diminished and prices therefore<br />
recovered.<br />
Regarding fresh white asparagus, the<br />
third quarter was one reflected with<br />
lower volumes and price recoveries.<br />
Nevertheless, the last quarter brought<br />
a more dynamic demand, with retailers<br />
willing to promote the product.<br />
4.3 Company Strategy<br />
In line with the Company’s vision of<br />
becoming world leaders and in order<br />
to ensure profitability and long term<br />
sustainability, CAMPOSOL´s strategy is<br />
supported by four strategic drivers:<br />
• Increase participation of fresh products,<br />
especially in white asparagus<br />
• Diversify client, product and geographic<br />
risk<br />
• Focus on efficiency and technology<br />
• Strengthen its integral platform for<br />
future growth.<br />
4.4 Summary of the Year<br />
As mentioned before, <strong>2009</strong> was a<br />
transition year for CAMPOSOL, in which<br />
its strategy was oriented to hard work<br />
on gaining major efficiencies, reducing<br />
overall risk, increasing internal control<br />
and improving management information<br />
systems in order to better support<br />
additional growth in the years to come.<br />
In <strong>2009</strong>, CAMPOSOL’s focus on its main<br />
strategic drivers allowed the company<br />
to successfully close the year and to<br />
enter 2010 with a more competitive<br />
structure, a stronger growth platform, a<br />
more professional and motivated team,<br />
as well as a stronger balance sheet.<br />
Increased participation of fresh<br />
packed white asparagus:<br />
• 32% of total white asparagus production<br />
was sold as fresh product.<br />
The company reached a volume of<br />
5.3 MT, which represents a 43% increase<br />
over 2008.<br />
• This was a strategic move as the<br />
preserved-product market was<br />
the most affected in both volume<br />
and prices due to the high level of<br />
stocks present during the entire<br />
distribution chain at the end of 2008<br />
and the beginning of <strong>2009</strong>.<br />
• The Company also believes that the<br />
market for preserved products is<br />
mature while the fresh one will experience<br />
a more rapid growth due<br />
to global trends to consume more<br />
fresh and healthy products.<br />
• Additionally, we expect less competition<br />
as China does not produce<br />
fresh white asparagus during our<br />
production windows.<br />
Diversify client / product and<br />
geographic risk:<br />
• Reduced dependency on largest<br />
client which in 2007 accounted for<br />
25% of total sales while in <strong>2009</strong><br />
for 11%.<br />
• The Company started operations<br />
of two new subsidiaries in Europe,<br />
CAMPOSOL Fresh in the Netherlands<br />
which sold USD 1.8 MM and<br />
CAMPOSOL Europe, with sales of<br />
USD 7.1 MM that allowed us to be<br />
closer to the market, improve our<br />
service level and capture new clients.<br />
• The first harvest of Red Globe Table<br />
Grapes started on November <strong>2009</strong>.<br />
This product is mainly destined to<br />
the Asian market.<br />
• Reduced collection risk, as almost<br />
all sales are backed up by Letters<br />
of Credits (L/C’s), credit insurance<br />
or cash in advance.<br />
Operational efficiencies:<br />
• Working capital optimization: the<br />
company reduced almost USD 26.0<br />
MM in working capital, which was<br />
42% of total sales in 2008 to 26%<br />
in <strong>2009</strong>.<br />
• In Asparagus, field maintenance<br />
costs by hectare were reduced by<br />
39%, yields increased by 29% and<br />
total output went from 29.8 MT<br />
to 34.8 MT in <strong>2009</strong> with the same<br />
planted area. As a result, unit cost<br />
dropped by 41%.<br />
• Reduction of fixed costs of over<br />
USD 2.5 MM annualized. Even<br />
though restructuring is always a<br />
hard decision, the company improves<br />
its productivity and assures<br />
sustainability in the medium and<br />
long term.<br />
Strengthening its platform for future<br />
growth:<br />
• 1,071 new has. of Avocado were<br />
planted during the year reaching a<br />
total of 2,278 has.<br />
• By the year 2014, with all the has.<br />
at a mature stage, the Company<br />
expects to produce 60,000 MT of<br />
avocado per year.<br />
In addition, the company had important<br />
positive results in more intangible<br />
aspects, mainly focus on its people and<br />
its reputation. Among them, we would<br />
like to point out the following:<br />
• Established programs of continuous<br />
improvement in field and plant<br />
(19 ongoing projects).<br />
• Implemented SAP in HR (payroll)<br />
and started project of Fields.<br />
• Implemented a program for Managerial<br />
Capabilities among second<br />
and third lines.<br />
• Reestablished relationships with<br />
media, NGOs and Opinion Leaders.<br />
• Active membership of the Global<br />
Compact.<br />
• Performed the first census<br />
among employees: Base line set<br />
for developing Human Resources<br />
and Social Responsibility indicators.<br />
4.5 Operations<br />
CAMPOSOL competitive advantages<br />
in operations consist in its complete<br />
and integrated control in the whole<br />
production chain.<br />
35
36<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL is one of the few Peruvian<br />
companies with a high percentage<br />
of production obtained from its own<br />
harvest materials, which currently<br />
accounts for more than 80% of total<br />
sales. Its operations have undergone<br />
a process of change since its creation<br />
in 1997, and are now headed by the<br />
Operations Management. The majority<br />
of its activities have been concentrated<br />
in industrial processing and in<br />
agricultural production; tasks that were<br />
previously separated.<br />
In <strong>2009</strong>, operations were located in<br />
the geographical centers of Chao/Viru<br />
with 5,310 seeded has. and Piura and<br />
Tumbes with more than 1,000 seeded<br />
has. In Viru, white and green asparagus<br />
are cultivated as well as avocado. There<br />
is also an expansion of 100 has. of citrus<br />
(tangerines) planted in this area. In Piura,<br />
the company produces mango and<br />
pepper, and has 100 has. of red table<br />
grapes, planted last year, which were<br />
exported to Europe and the Far East.<br />
During <strong>2009</strong>, CAMPOSOL managed<br />
to increase efficiencies in asparagus<br />
cultivation, restructuring the operations<br />
area and eliminating levels of<br />
unnecessary controls.<br />
Furthermore the Company managed to<br />
plant more the 1,000 has of avocado<br />
aligned to the free trade agreement with<br />
USA for Hass Avocado.<br />
Throughout <strong>2009</strong>, the operation consisted<br />
of crop management, harvesting and<br />
processing of its three major categories:<br />
fresh, preserved and frozen. We were<br />
working in cost reduction, increased<br />
yield and increased efficiency of process<br />
in field and plant.<br />
4.6 Working Environment<br />
CAMPOSOL offers equal opportunities<br />
and working conditions to all its<br />
employees, irrespective of their race,<br />
color, sex, political affiliation religion or<br />
discriminatory conduct.<br />
One of the key factors that reinforces<br />
the company’s leadership is the<br />
constant attention paid to the training<br />
of its employees. During 2008, we<br />
achieved over 7,000 hours training of<br />
our employees which were aimed at<br />
strengthening technical knowledge,<br />
capacity building and aspects of<br />
human development as well as support<br />
for the various certification programs<br />
performed by the company such as<br />
BASC, GLOBAL GAP, HACCP, the<br />
Global Compact, and TESCO. In <strong>2009</strong><br />
training efforts were also directed at<br />
reinforcing personal development and<br />
technical knowledge in addition to<br />
supporting the certification programs<br />
mentioned above. The total number<br />
of training hours achieved was 32,897<br />
which are approximately five times<br />
more than the training executed<br />
during 2008.<br />
By means of the Human Resources<br />
Social Welfare area, CAMPOSOL also<br />
offers its personnel the services of<br />
health campaigns in ophthalmology,<br />
dentistry, gynecology and others<br />
addressed to the employees and their<br />
families; there are also programs of<br />
family orientation, medical insurance,<br />
allowances in case of death and loans<br />
for studies, housing or emergencies;<br />
the company has useful vacation<br />
schemes for the children of all our<br />
workers.<br />
4.7 Research<br />
& Development<br />
Despite the international financial<br />
crisis, CAMPOSOL invested in<br />
Research & Development (R&D) during<br />
<strong>2009</strong>, as the Company believes that<br />
innovation is a key aspect to boosting<br />
competitiveness and growth in the<br />
mid and long term. Through market<br />
research and analysis of potential<br />
new products that could benefit us<br />
from the Peruvian climatic advantages<br />
and the development of field trials to<br />
evaluate the technical, economic and<br />
commercial viability of new crops,<br />
we seek to diversify our portfolio<br />
of products and clients. R&D also<br />
provided support to the Agricultural<br />
Production Area for the evaluation of<br />
variety trials in our main current crops,<br />
asparagus and avocados, in an effort<br />
to improve the productivity and/or<br />
quality. Also, during <strong>2009</strong> CAMPOSOL<br />
installed field trials in one annual and<br />
three perennial fruit crops and have<br />
developed the work plan for 2010<br />
that includes one annual and four<br />
perennial new crops. Marinazul has<br />
also developed a high tech laboratory<br />
which allows substantial yield<br />
increases on its shrimp production.<br />
4.8 Social Responsibility<br />
In CAMPOSOL we manage Social<br />
Responsibility (SR) as a way of doing<br />
business, which aims to assure our<br />
business sustainability in the longterm.<br />
We strongly believe that in<br />
order to ensure our sustainability<br />
it is indispensable to ensure our<br />
compliance with ethical principles<br />
and respect for the people and the<br />
environment, acting in accordance<br />
with the social responsibility guidelines<br />
of our organization and the United<br />
Nations Global Compact principles of<br />
which we are members since 2008.<br />
For this reason, the Company<br />
contemplates the triple bottom line<br />
in all decisions - economic growth,<br />
social development and environmental<br />
care - making efforts to embed<br />
and implement social responsibility<br />
principles and values in all processes,<br />
operations and company areas.<br />
Moreover, CAMPOSOL makes efforts<br />
to take into account the feedback<br />
of its stakeholders and regularly<br />
conducts surveys of the attitudes and<br />
perceptions of its main stakeholders<br />
in order to understand their opinions<br />
and points of view, with relation to<br />
our performance, and adopt the<br />
necessary measures to correct<br />
any mistakes in the Company’s<br />
management.<br />
In this sense, CAMPOSOL is the first<br />
Peruvian agro-industrial enterprise<br />
to present a Sustainability <strong>Report</strong><br />
for <strong>2009</strong>, which is available at our<br />
website, www.camposol.com.pe.<br />
This report, aligned to international<br />
best practices and Global <strong>Report</strong>ing<br />
Initiative (GRI) Indicators, reflects<br />
the base line and development of<br />
the main indicators that show the<br />
Company’s environmental and social<br />
performance, as well as the programs<br />
and activities we carry out in the field<br />
of social responsibility.<br />
Social Responsibility guidelines<br />
At CAMPOSOL we are constantly<br />
concerned about:<br />
• The wellbeing of the community<br />
and our employees: Contributing<br />
to develop their quality of life,<br />
promoting elements that provide<br />
tranquility and human satisfaction.<br />
• Care for the environment:<br />
Reducing the environmental impact<br />
created by the various Company<br />
activities by working under the<br />
highest environmental efficiency<br />
and sustainable development<br />
standards, so as to protect<br />
biodiversity and culture.<br />
• Quality assurance and product<br />
traceability: Constantly satisfying<br />
the needs of our customers by<br />
knowing the location and path of<br />
our products along the productive<br />
chain at any given time.<br />
• Development of products and<br />
markets: Re-thinking the market,<br />
constantly improving the quality<br />
of products so as to satisfy the<br />
changing needs of consumers<br />
and at the same time participate<br />
in markets where we have not<br />
competed previously.<br />
37
38<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
• Creation and protection of shared<br />
value: Performing activities that<br />
create competitiveness in the longterm,<br />
reporting benefits to society<br />
and minimizing negative impacts<br />
to the environment; a win-win<br />
relationship.<br />
• Reputation management: Building<br />
positive feelings and attitudes<br />
of the stakeholders towards the<br />
Company, through the creation and<br />
protection of shared value.<br />
To ensure compliance with these<br />
guidelines, CAMPOSOL has set up an<br />
IMS Committee (Integrated Management<br />
System) represented by members of<br />
the Company and employees. This<br />
committee contemplates security,<br />
environmental care, social responsibility<br />
and production and quality issues,<br />
among others.<br />
4.9 Financial Results<br />
In <strong>2009</strong> CAMPOSOL’s total sales<br />
accounted for USD 123 MM, a reduction<br />
of USD 18 MM if compared with the<br />
USD 141 MM in 2008. The main drivers<br />
for such reduction were lower avocado<br />
volumes, 48% due to natural alternate<br />
bearing of the trees and 14% lower<br />
unitary prices in asparagus and lower<br />
sales of artichokes as the company took<br />
the decision to remove this product from<br />
the market.<br />
Total COGS was USD 98.6 MM,<br />
representing 80% of total sales, showing<br />
a small increase from 78% in 2008.<br />
Such increase responded to a lower<br />
selling price in asparagus and a different<br />
product mix, however, due to operational<br />
efficiencies, average per unit costs<br />
decreased throughout the portfolio.<br />
In addition, government increased<br />
drawback rate from 5% to 8% in <strong>2009</strong><br />
as a counter crisis measure for exporters.<br />
In spite of all these efforts, the Company<br />
was not able to totally compensate the<br />
drop in prices and thus Gross Margin<br />
was USD 24.0 MM, 20% of sales, USD<br />
6.0 MM less than in 2008 (22% of sales).<br />
As a result of a focus on doing more<br />
with less, the company managed to<br />
reduce its administrative expenses<br />
(without provision for workers profit<br />
sharing) from USD 13.0 MM in 2008<br />
to USD 12.0 MM in <strong>2009</strong>. Sales<br />
expenses also went down USD 2.0<br />
1 Drawback: Import tax duty refund calculated as a percentage of FOB value<br />
MM, from USD 16.0 MM in 2008 to<br />
USD 14.0 MM in <strong>2009</strong>.<br />
Total EBITDA b.f.v.a. (before fair value<br />
adjustment) for the year was USD 8.8<br />
MM, 7.2% of total sales, USD 1.1 MM less<br />
than the USD 9.9 MM in 2008 or 7% of<br />
sales. Considering the effects on avocado<br />
and asparagus previously explained, the<br />
Company considers that the EBITDA<br />
b.f.v.a. attained for the year is an important<br />
success. In addition CAMPOSOL had a<br />
positive record of improving EBITDA for<br />
four consecutive quarters.<br />
Financial expenses for the year were USD 11.0 MM, USD 0.4 MM less than in 2008<br />
due to the reduction of bank debt achieved during <strong>2009</strong> as well as a reduction in<br />
interest rate.<br />
From the balance sheet side, the company focused on liquidity, especially in working<br />
capital optimization and debt reduction. As a result company was able to reduce its<br />
operational working capital from USD 58.7 MM in December 2008 to USD 32.4 MM<br />
in <strong>2009</strong>. Accounts receivable went from USD 26.0 to USD 21.0 MM or from 66 to 60<br />
days of sales. Inventories which showed the main reduction went from USD 58 to USD<br />
32.0 MM, or from 189 to 117 days due to important improvement in planning which<br />
allowed us to reduce lead times and safety stocks in supplies, packaging and label<br />
and selling efforts in preserved products. Finally, trade accounts payable were USD<br />
20.0 MM compared to the previous USD 25.0 MM, as a result of improved commercial<br />
terms with main suppliers.<br />
Operational Working Capital Evolution (USD MM)<br />
Trade Receivable / Inventories / Trade Payables Evolution<br />
(USD MM)<br />
In November <strong>2009</strong>, the Company sold its office building in San Isidro, Lima, where<br />
its Headquarters were located for USD 4.0 MM generating a gain of USD 0.9 MM,<br />
which also had a positive impact on liquidity. Headquarters were moved to a<br />
rented space in an office building in La Victoria, Lima. In addition, Company also<br />
sold a pier in Paita from Marinasol (fishing company owned by CAMPOSOL for<br />
direct human consumption) at USD 1.0 MM.<br />
As a result of its liquidity focus the company was able to reduce its bank leverage<br />
in USD by 16.6 MM during the year. Bank debt dropped from USD 82.8 MM to<br />
USD 66.2 MM.<br />
39
40<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Total Bank Debt Evolution (USD MM)<br />
4.11 Shares and<br />
shareholders<br />
Investor Shares Percentage<br />
1 DYER – CORIAT HOLDING 8 571 000 28,73%<br />
Largest 20 Shareholders as of<br />
18 February, 2010.<br />
2 DEUTSCHE BANK AG LON PRIME BROKERAGE FULL 4 350 018 14,58%<br />
3 ANDEAN FISCHING L.L. 3 380 100 11,33%<br />
4 EUROCLEAR BANK S.A./ 25% CLIENTS 2 196 000 7,36%<br />
5 FONDO DE INVERSIóN A Y FORESTAL 1 908 750 6,40%<br />
6 CLEARSTREAM BANKING CID DEPT, FRANKFURT 1 829 400 6,13%<br />
7 SOUTH WINDS AS 1 753 000 5,88%<br />
8 PERU LAND FARMING LL 1 195 950 4,01%<br />
9 ORKLA ASA 750 000 2,51%<br />
10 BROWN BROTHERS HARRI S/A GENESIS EME OPP 404 000 1,35%<br />
The Company concluded the exchange rate SWAP agreement it maintained with Credit<br />
Suisse at no cost for the Company on October <strong>2009</strong>. Afterwards, CAMPOSOL signed<br />
the third addendum with Credit Suisse in order to ease the financial covenants for the<br />
following year, and to reduce the impact of repayment for the years 2010 and 2011.<br />
11 DEUTSCHE BANK AG LON 393 482 1,32%<br />
12 STOREBRAND LIVSFORSI P980, AKSJEFONDET 322 000 1,08%<br />
13 CREDIT SUISSE SECURI SPECIAL CUSTODY A/C 309 000 1,04%<br />
During the<br />
year company<br />
invested three<br />
million dollars<br />
in fixed assets<br />
During the year the Company invested USD 3.0 MM dollars in fixed assets, especially<br />
in irrigation equipment, and USD 3.6 MM for 1,071 new has. of avocado. With this<br />
investment, CAMPOSOL reinforces its position as the largest avocado plantation in the<br />
world and the main Peruvian exporter of this fruit the consumption of which is growing<br />
at considerable levels in the most important markets.<br />
4.10 Allocation of Net Income<br />
The Board of Directors has proposed the net income of CAMPOSOL to be attributed<br />
to Retained earnings. The proposal is a reflection of the wish to strengthen the equity<br />
position of the Company.<br />
14 JPMORGAN CHASE BANK NORDEA RE:NON-TREATY 234 500 0,79%<br />
15 VPF NORDEA AVKASTNIN C/O JPMORGAN EUROPE 193 900 0,65%<br />
16 DNB NOR SMB VPF 165 000 0,55%<br />
17 SABARO INVESTMENTS L JOHN CASELY 157 000 0,53%<br />
18 MP PENSJON 137 000 0,46%<br />
19 VPF NORDEA NORGE VER C/O JPMORGAN EUROPE 91 300 0,31%<br />
20 VITAL FORSIKRING ASA OMLØPSMIDLER 77 043 0,26%<br />
TOTAL TOP 20 28,418,443 95,27%<br />
OTHERS 1,415,377 4,73%<br />
TOTAL 29,833,820 100.00%<br />
41
42<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
4.12 Branches &<br />
New Offices<br />
CAMPOSOL opened two offices in<br />
Europe during <strong>2009</strong>. In February,<br />
CAMPOSOL EUROPE was opened in<br />
La Rioja, Spain, and in May CAMPOSOL<br />
FRESH was opened in Rotterdam, The<br />
Netherlands. Both offices are located<br />
in our main markets for preserved and<br />
fresh products, respectively. Their<br />
main purpose is to acquire knowledge<br />
about the markets in which we<br />
operate, improve our service through<br />
a more constant presence and identify<br />
new opportunities.<br />
4.13 Contingency Plan,<br />
Risk Management<br />
and Uncertainties<br />
CAMPOSOL annually identifies and<br />
evaluates risks that could affect<br />
the achievement of its objectives,<br />
and establishes permanent specific<br />
control and monitoring activities to<br />
mitigate these risks accordingly. The<br />
internal control activities are detailed<br />
in the Company’s internal rules and<br />
procedures, and the vast majority<br />
is done through SAP. The risk and<br />
control matrices will be completed<br />
by the end of the year. In order to<br />
improve organizational performance<br />
and governance, the Company will<br />
also complete the implementation<br />
of activities which consolidate and<br />
encompass all internal control,<br />
enterprise risk management and<br />
fraud detection policy based on the<br />
COSO (Committee of Sponsoring<br />
Organization) framework model.<br />
CAMPOSOL also applies integrated<br />
business principles, which reflect its<br />
commitment to health, safety and<br />
environment. The preservation of the<br />
environment is one of CAMPOSOL’s<br />
most important concerns. The production<br />
process involves several factors<br />
and conditions that interact with the<br />
environment, such as the use of water,<br />
fertilizers, generation of waste through<br />
emissions and particulate matter in the<br />
water, and solid waste management.<br />
Among some of the Company’s<br />
practices and to ensure the<br />
preservation of the environment,<br />
CAMPOSOL is currently implementing<br />
environmental education, internal<br />
campaigns, specialized treatment<br />
systems, quality management<br />
systems, certifications and community<br />
relations programs.<br />
4.14 Financial Calendar<br />
CAMPOSOL Holding PLC Financial Calendar <strong>2009</strong><br />
25.02.<strong>2009</strong> Non-audited Results 2008 / Q4 2008<br />
17.04.<strong>2009</strong> Audited Financial Results 2008<br />
28.05.<strong>2009</strong> Q1 <strong>2009</strong><br />
26.08.<strong>2009</strong> Q2 <strong>2009</strong><br />
25.11.<strong>2009</strong> Q3 <strong>2009</strong><br />
24.02.2010 Q4 <strong>2009</strong><br />
CAMPOSOL Holding PLC Financial Calendar 2010<br />
25.02.2010 Non-audited Results <strong>2009</strong> / Q4 <strong>2009</strong><br />
1.1.2010 Audited Financial Results <strong>2009</strong><br />
27.05.2010 Q1 2010<br />
06.08.2010 Q2 2010<br />
04.11.2010 Q3 2010<br />
24.02.2011 Q4 2010<br />
4.15 Future Prospects<br />
The company is currently analyzing new opportunities to consolidate its market<br />
leaderships through additional planting of current crops, planting of new crops and<br />
strategic alliances. They will be informed opportunely as they materialize.<br />
4.16 Auditors<br />
The auditors, PricewaterhouseCoopers Limited (PwC) have expressed their willingness<br />
to continue in office.<br />
43
5Key Investment<br />
Consideration
46<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
A combination of strong fundamentals, solid strategy, management capacity and corporate governance place <strong>Camposol</strong> in a unique position in the competitive landscape.<br />
Strategic Location: The Peruvian Climatic Advantage.<br />
• Due to its location in the Peruvian coastal desert plains, the crops are exposed to reduced variations of temperatures throughout the year which supports higher yields.<br />
• Such conditions allow us to have year round supply of asparagus and significantly better yields in the rest of the crops than other competitor countries.<br />
Vertical Integration<br />
CAMPOSOL is present in the entire value chain, and has the flexibility to commercialize its products fresh, preserved or frozen.<br />
Diversified Product Portfolio<br />
CAMPOSOL produces five of the most important non traditional export produce.<br />
Global reach with World Class Customers:<br />
• Products are sold by the leading retailers in Europe and USA.<br />
• Low client concentration risk: Company has been gradually reducing its exposure to one client. In 2007 the largest client accounted for 25% of total sales while in <strong>2009</strong> only<br />
for 11%.<br />
Future Strong Growth without additional planting investments:<br />
• Only 55% of Asparagus’s and 34% of Avocado’s planted area are fully matured and thus generating the optimum yields.<br />
• They will all reach maturity in a 1 to 4 years term.<br />
• The US, which is the largest market for avocados, was opened for Peruvian products in January 2010.<br />
• Strong competitive position versus local peers.<br />
47
Fredy Asmat Cedeño<br />
Head of SAP Project for Fieldwork<br />
Corporate Systems Management.<br />
“I was born in Moche and have worked for six and<br />
a half years in <strong>Camposol</strong>. Five years ago I married<br />
and we have a 4 years old daughter called Nicol.<br />
I finished my computer and systems studies graduating<br />
as a technician in the ABACO Institute and<br />
then confirmed my studies in the Private University<br />
of the North. Before joining <strong>Camposol</strong> I taught<br />
and worked in computer maintenance and when<br />
I arrived here the focus as analyst and developer<br />
allowed me to apply the knowledge I had learned.<br />
I had never seen systems development before but<br />
in CAMPOSOL I was able to apply it, it was a very<br />
good experience.<br />
I began in the area of projection analysis for the<br />
growing of asparagus and my first job was to develop<br />
a system to automate the process. With<br />
time we began to improve the subject of projections<br />
and were given other crops such as pepper,<br />
artichoke and mangos.<br />
After 4 years in projections, around 2007, the SAP<br />
implementation project in CAMPOSOL began. A<br />
team was designated for the plant and the fields. I<br />
continued in the projections, but in 2008 when we<br />
were ready to go live we encountered problems<br />
with the system which we had originally bought for<br />
the field and that was when I was asked to change<br />
to the Systems Area because I had already participated<br />
in the development of the system in the<br />
field. I transferred therefore to the Systems area.<br />
Subsequently, I was assigned the responsibility of<br />
taking the support to plant production. I was able<br />
to see not only the part of the Production Planning<br />
Module (PP) but also part of the Commercial<br />
modules (SD) for the subject of exports and also<br />
to participate in all the costing processes with<br />
module SB.<br />
All this occurred in two years and in October <strong>2009</strong><br />
I was assigned the responsibility of Head of the<br />
SAP Project for the fields and of a special module<br />
aimed at field management but in SAP all taken<br />
to the Project System module (PS) which was implemented<br />
and then launched in production on<br />
February 16.<br />
<strong>Camposol</strong> is a company full of opportunities.<br />
Those who conform easily may say the opposite;<br />
however, I have managed to enjoy those<br />
benefits, because as you deliver you will also<br />
receive. I feel that I have grown both personally<br />
and professionally within the company. I hope<br />
that <strong>Camposol</strong> continues to grow as this will give<br />
more opportunities for work to more people”.
6Corporate<br />
Governance
52<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL is committed to the<br />
practice of sound corporate governance,<br />
which strengthens the confidence in<br />
the Company and contributes, as a<br />
result, to the best possible value for<br />
the shareholders, the employees, and<br />
other stakeholders. The objective of<br />
corporate governance is to regulate the<br />
division of roles between shareholders,<br />
the Board, and management in a more<br />
comprehensive way compared to what<br />
is required by current legislation.<br />
CAMPOSOL HOLDING PLC<br />
(CAMPOSOL or the Company) is a public<br />
company with limited responsibility,<br />
established and incorporated under<br />
the laws of Cyprus. Furthermore, as<br />
CAMPOSOL is listed in the Oslo Stock<br />
Exchange (OSE) in Norway, it voluntarily<br />
complies with the Norwegian Corporate<br />
Governance Code as well as other<br />
relevant Laws and requirements of<br />
Norway.<br />
The Norwegian Corporate Governance<br />
Board (NCGB) has issued the Norwegian<br />
Code of Practice for Corporate<br />
Governance (the Code). Adherence<br />
to the Code is based on the “comply<br />
or explain” principle, which means<br />
that a company must comply with<br />
the recommendations of the Code or<br />
explain why it has chosen an alternative<br />
approach to specific recommendations.<br />
The OSE requires listed companies<br />
to publish an annual overview of their<br />
policy on corporate governance in<br />
accordance with the Code applicable at<br />
the time.<br />
The principles of CAMPOSOL’s<br />
corporate government are based on the<br />
code published on 21 October <strong>2009</strong>.<br />
This can be found on the web page<br />
www.ncgb.no.<br />
The development and the improvements<br />
of the Company’s corporate government<br />
principles constitute a continuous and<br />
important process, to which both the<br />
Board of Directors (the Board) and<br />
management find themselves very<br />
committed.<br />
The management - and control - of<br />
CAMPOSOL are shared between the<br />
shareholders, represented by the<br />
General Meeting, the Board and the Chief<br />
Executive Officer (CEO) in accordance<br />
with the applicable company law and<br />
the company’s articles of association<br />
that are audited by an independent<br />
external auditor.<br />
1. Implementation and reports on<br />
corporate government<br />
Code: The board of directors must<br />
ensure that the company implements<br />
sound corporate governance.<br />
The board of directors must provide<br />
a report on the company’s corporate<br />
governance in the annual report. The<br />
report must cover every section of<br />
the Code of Practice. If the company<br />
does not fully comply with this Code of<br />
Practice, this must be explained in the<br />
report.<br />
The board of directors should define<br />
the company’s basic corporate values<br />
and formulate ethical guidelines in<br />
accordance with these values.<br />
Implementation<br />
The Board of CAMPOSOL is<br />
responsible for the implementation<br />
of solid corporate governance in the<br />
Company. As part of this, the Board<br />
and management hold an annual<br />
meeting to review the principles for<br />
corporate governance.<br />
CAMPOSOL provides information on<br />
corporate governance in the annual<br />
report and on the Company’s web<br />
page www.CAMPOSOL.com.pe.<br />
Corporate values and ethical<br />
guidelines<br />
Confidence in CAMPOSOL as<br />
a company is essential for the<br />
continuance of the competitiveness of<br />
the group. The transparency seen in<br />
relation to the systems and procedures<br />
for the management of the group<br />
strengthens the creation of value,<br />
builds internal and external confidence<br />
as well as promoting an ethical and<br />
sustainable attitude towards the<br />
business.<br />
CAMPOSOL has established the<br />
corporate values detailed in the<br />
Overview Section of this <strong>Annual</strong><br />
<strong>Report</strong>. The Company also has<br />
ethical guidelines for all personnel, in<br />
accordance with these values. These<br />
are included in the Internal Working<br />
Rules (RIT) that present the key criteria<br />
to direct the conduct of all company<br />
personnel, the policies of human<br />
resources as well as the published<br />
“Code of Conduct”.<br />
CAMPOSOL CODE OF CONDUCT<br />
1. Safety The health and safety of our employees are priority concerns for CAMPOSOL, as well as preventing possible harm to the environment and<br />
interacting with the communities in our area of operations.<br />
2. Responsibility We respect occupational health and safety policies, conducting training in accident prevention and first aid, installing first aid kits,<br />
implementing contingency plans for earthquakes, flooding and fire. Toxic substances are stored in a responsible manner.<br />
3. Equality We promote a positive and constructive working atmosphere in which there is no discrimination due to race, sex, sexual orientation, disability,<br />
marital state, age, religion or political ideology.<br />
4. Integrity We consider that abuse of authority and intimidation are unacceptable forms of behavior. By intimidation we mean any action that makes an<br />
individual feel threatened, humiliated or oppressed. Neither physical nor psychological ill treatment will be tolerated.<br />
5. Horizontality CAMPOSOL recognizes in theory and practice the right of all employees to establish working organizations under their own criteria and to<br />
collectively negotiate their conditions of work.<br />
6. Transparency The contracting of personnel and the acquisition of goods and services by CAMPOSOL will be carried out by the Human Resources<br />
Department and the Logistics Department respectively. The payment process will be documented.<br />
7. Coherency CAMPOSOL does not participate in political activities and prohibits political campaigning in the production facilities; it does however<br />
respect the political options its employees may wish to exercise in their private activities.<br />
8. Sobriety The consumption, possession and distribution of alcoholic drinks, or illegal drugs are strictly forbidden in the company as is attendance at<br />
work under the influence of these.<br />
9. Honesty Bribery, unnecessary payments and other attitudes that could be considered as direct or indirect dishonesty are inadmissible.<br />
10. Legality All employees are informed of their rights, obligations and responsibilities.<br />
53
54<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL, by means of its Chief<br />
Audit Executive has implemented a<br />
confidential complaints system where<br />
our employees and third parties will be<br />
able to formally and discretely present<br />
any complaints they may have, the<br />
company provides assurance that they<br />
will be attended.<br />
The Company has been admitted to<br />
the Global Compact of the United<br />
Nations Organization. This pact forces<br />
the Company to monitor progress<br />
in terms of human and labor rights,<br />
environment and corruption practices.<br />
CAMPOSOL also has a commitment<br />
to publish an annual report on social<br />
responsibility (Sustainability <strong>Report</strong>)<br />
and a Communication on the Progress<br />
<strong>Report</strong> to be sent to the United Nations<br />
Global Compact also once a year.<br />
2. The business<br />
Code: The Company’s business should<br />
be clearly defined in its articles of<br />
association.<br />
The company should have clear<br />
objectives and strategies for its business<br />
within the scope of the definition of its<br />
business in its articles of association.<br />
The annual report should include the<br />
business activities clause from the<br />
articles of association and describe<br />
the company’s objectives and principal<br />
strategies.<br />
Although Although the company<br />
has clear objectives and strategies<br />
regarding its business, there is no<br />
definition of such business in its articles<br />
of association. Current CAMPOSOL’s<br />
Board and Management deem it is<br />
important to have the business clearly<br />
defined in the Company’s articles of<br />
association; it is projected to include<br />
this in the General Meeting agenda for<br />
2010 a recommendation included in<br />
this article.<br />
Nevertheless, a complete description<br />
of the commercial activities of<br />
CAMPOSOL as well as its objectives<br />
and strategies can be found in this<br />
annual report.<br />
3. Equity and dividends<br />
Code: The Company should have an<br />
equity capital at a level appropriate to<br />
its objectives, strategy and risk profile.<br />
The board of directors should establish<br />
a clear and predictable dividend policy<br />
as the basis for the proposals on<br />
dividend payments that it makes to the<br />
general meeting. The dividend policy<br />
should be disclosed.<br />
Mandates granted to the board of<br />
directors to increase the company’s<br />
share capital should be restricted to<br />
defined purposes. If the general meeting<br />
is to consider mandates to the board<br />
of directors for the issue of shares<br />
for different purposes, each mandate<br />
should be considered separately by<br />
the meeting. Mandates granted to the<br />
board should be limited in time to no<br />
later than the date of the next annual<br />
general meeting. This should also apply<br />
to mandates granted to the board for the<br />
company to purchase its own shares.<br />
Equity<br />
The Board considers that CAMPOSOL’s<br />
equity is satisfactory. The amount of<br />
capital is sufficient and is constantly<br />
reviewed with regards to the company’s<br />
objectives, strategy and risk profile.<br />
Dividend policy<br />
The objective of CAMPOSOL is<br />
to provide the shareholders with a<br />
competitive return on capital invested,<br />
by means of a combination of distribution<br />
of dividends and an increase in the<br />
price of the shares. When evaluating<br />
the amount of dividends to be paid in<br />
future, the Board places its focus on<br />
security, foreseen ability and stable<br />
development, the company’s payment<br />
capacity, the solid and optimum capital<br />
requirements as well as the adequate<br />
financial resources for growth and<br />
investments in future, applicable legal or<br />
contractual restrictions and the wish to<br />
minimize the cost of capital.<br />
Increases in Share Capital and<br />
purchase of own shares<br />
Any mandates granted to the Board to<br />
increase the company’s share capital<br />
will be restricted to defined purposes.<br />
This also applies to mandates granted to<br />
the Board for the company to purchase<br />
its own shares.<br />
4. Equal treatment of<br />
shareholders and transactions<br />
with close associates<br />
Code: The Company should only have<br />
one class of shares.<br />
Any decision to waive the pre-emption<br />
rights of existing shareholders to<br />
subscribe for shares in the event of<br />
an increase in share capital must be<br />
justified.<br />
Any transactions the company carries<br />
out with its own shares should be<br />
conducted either through the stock<br />
exchange or at prevailing stock exchange<br />
prices if carried out in any other way. If<br />
there is limited liquidity in the company’s<br />
shares, the company should consider<br />
other ways to ensure equal treatment of<br />
all shareholders.<br />
In the event of any material transactions<br />
between the company and shareholders,<br />
members of the board of directors,<br />
executive personnel or close associates<br />
of any such parties, the board should<br />
arrange for a valuation to be obtained<br />
from an independent third party. This<br />
will not apply if the transaction requires<br />
the approval of the general meeting<br />
pursuant to the requirements of the<br />
Public Companies Act. Independent<br />
valuations should also be arranged<br />
in respect of transactions between<br />
companies in the same group where any<br />
of the companies involved have minority<br />
shareholders.<br />
The company should operate guidelines<br />
to ensure that members of the board of<br />
directors and executive personnel notify<br />
the board if they have any material direct<br />
or indirect interest in any transaction<br />
entered into by the company.<br />
Equal treatment<br />
The Articles of Association do not<br />
impose any restriction on the right to<br />
vote. All shares have equal rights and<br />
there is only one class of shares in<br />
CAMPOSOL. The Company has issued<br />
29,833,820 ordinary shares with a par<br />
value of EUR 0.01 each. Each Share<br />
carries one vote, and gives equal rights<br />
in the Company.<br />
In addition to this, the Company has<br />
issued 2,570,000 dormant shares each<br />
with a par value of EUR 0.01. The<br />
Dormant Shares are not listed on Oslo<br />
Axis, nor registered with the VPS. The<br />
Dormant Shares have no voting rights<br />
and no dividend rights, and they only<br />
were created due to requirements under<br />
Cypriot law to have seven registered<br />
shareholders in a public company.<br />
The Dormant Shares are not included<br />
for the purposes of calculating the<br />
mandatory bid requirements and the<br />
requirements relating to disclosure of<br />
large shareholdings.<br />
The Board of CAMPOSOL and executive<br />
management are committed to treating<br />
all shareholders equally and any<br />
transaction that the company carries<br />
out with its own shares is carried out by<br />
means of the Oslo Stock Exchange.<br />
Transactions with close<br />
associates<br />
In the case of any material transaction<br />
between the company and shareholders,<br />
members of the Board, members<br />
of executive management or close<br />
associates of such parties; the Board<br />
will arrange for a third party independent<br />
evaluation.<br />
55
56<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
If the fee exceeds 5% of the total<br />
CAMPOSOL share capital, such<br />
transaction will be approved by the<br />
shareholders at a General Meeting.<br />
The directors and executive<br />
management will notify the Board if<br />
they have any direct or indirect material<br />
interest in any transaction in which<br />
CAMPOSOL is involved.<br />
5. Free Negotiability<br />
Code: The Company’s shares must, in<br />
principle, be freely negotiable.<br />
Therefore, no form of restriction on<br />
negotiability should be included in a<br />
company’s articles of association.<br />
The shares of CAMPOSOL are freely<br />
negotiable. The articles of association<br />
do not impose any restriction on<br />
the transfer of shares. Additionally,<br />
CAMPOSOL is listed on the Oslo Stock<br />
Exchange.<br />
6. General Shareholders’ Meeting<br />
(GSM)<br />
Code: The board of directors should<br />
take steps to ensure that as many<br />
shareholders as possible may exercise<br />
their rights by participating in general<br />
meetings of the company, and that<br />
general meetings are an effective<br />
forum for the views of shareholders<br />
and the board.<br />
Such steps should include:<br />
• making the notice calling the<br />
meeting and the support information<br />
on the resolutions to be considered<br />
at the general meeting, including the<br />
recommendations of the nomination<br />
committee, available on the<br />
company’s website no later than 21<br />
days prior to the date of the general<br />
meeting.<br />
• ensuring that the resolutions<br />
and supporting information<br />
distributed are sufficiently detailed<br />
and comprehensive to allow<br />
shareholders to form a view on all<br />
matters to be considered at the<br />
meeting<br />
• setting any deadline for shareholders<br />
to give notice of their intention to<br />
attend the meeting as close to the<br />
date of the meeting as possible<br />
• the board of directors and the<br />
person chairing the meeting making<br />
appropriate arrangements for the<br />
general meeting to vote separately<br />
on each candidate nominated for<br />
election to the company’s corporate<br />
bodies<br />
• ensuring that the members of the<br />
board of directors and the nomination<br />
committee and the auditor are<br />
present at the general meeting<br />
making arrangements to ensure an<br />
independent chairman for the general<br />
meeting<br />
• Shareholders who cannot attend the<br />
meeting in person should be given the<br />
opportunity to vote.<br />
The company should:<br />
• provide information on the procedure<br />
for representation at the meeting<br />
through a proxy<br />
• nominate a person who will be<br />
available to vote on behalf of<br />
shareholders as their proxy to the<br />
extent possible prepare a form for<br />
the appointment of a proxy, which<br />
allows separate voting instructions<br />
to be given for each matter to be<br />
considered by the meeting and for<br />
each of the candidates nominated for<br />
election.<br />
Shareholders exercise the supreme<br />
authority in CAMPOSOL by means<br />
of the General Meetings. The Board<br />
strives to ensure that the General<br />
Meetings constitute effective forums<br />
for communication between the<br />
shareholders and the Board.<br />
The Company<br />
has been<br />
admitted to<br />
the Global<br />
Compact of<br />
the United<br />
Nations<br />
Organization<br />
Preparation for the General<br />
Shareholders Meeting<br />
The CAMPOSOL General<br />
Shareholders’ Meeting is held every<br />
year before the end of the month<br />
of June. Although the date has not<br />
been published in the company’s<br />
financial calendar, the date will be<br />
communicated to all shareholders in<br />
due course.<br />
The notice announcing the GSM<br />
is distributed to shareholders and<br />
placed on the company web page at<br />
least 21 days before the GSM. This<br />
notice includes all the information<br />
needed for the shareholders to form<br />
their point of view on the items on<br />
the agenda. Shareholders that cannot<br />
attend the meeting can vote by proxy.<br />
The Company will normally nominate<br />
the Chairman of the Board to vote on<br />
behalf of shareholders as their proxy.<br />
It is also possible for the shareholders<br />
to name their own proxy. The proxy<br />
form allows the shareholder to give<br />
separate voting instructions for each<br />
item on the agenda, including voting<br />
separately for each candidate to be<br />
voted for in any election.<br />
The Chairman of the Board attends the<br />
GSM and the other members of the<br />
Board are encouraged to participate.<br />
Agenda and conduction of the GSM<br />
The Board decides the agenda of the<br />
GSM. The main points of the agenda are<br />
determined by the requirements of the<br />
Limited Responsibility Public Companies<br />
Act and the Articles of Association.<br />
Among other things the GSM will approve<br />
the annual accounts, the report from the<br />
Board and the distribution of dividends. It<br />
will also approve the resolutions required<br />
under the applicable laws.<br />
Each GSM names a Chairman for the<br />
meeting, in this way the presence of an independent<br />
president is ensured, according<br />
to the recommendations of the Code.<br />
Normally the Chairman is designated with<br />
anticipation and he is named in the notice<br />
calling the meeting. The minutes of the<br />
GSM are published on the CAMPOSOL<br />
web page (www.CAMPOSOL.com.pe)<br />
and on the Oslo Stock Exchange –OSE<br />
web page (www.newsweb.no).<br />
The Board may call for an extraordinary<br />
GSM when it considers it to be necessary<br />
or when it is a legal requirement.<br />
The CAMPOSOL Auditor and any shareholder<br />
or group of shareholders representing<br />
more than 5% of the issued and<br />
subscribed share capital of the Company<br />
may demand that the Board calls for an<br />
extraordinary GSM.<br />
57
58<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
7. Nomination Committee<br />
Code: The Company should have a<br />
nomination committee, and the general<br />
meeting should elect the chairperson and<br />
members of the nomination committee<br />
and should determine the committee’s<br />
remuneration.<br />
The nomination committee should be<br />
laid down in the company’s articles of<br />
association.<br />
The members of the nomination<br />
committee should be selected to take<br />
into account the interests of shareholders<br />
in general. The majority of the committee<br />
should be independent of the board of<br />
directors and executive personnel. At<br />
least one member of the nomination<br />
committee should not be a member of<br />
the corporate assembly, committee of<br />
representatives or the board. No more<br />
than one member of the nomination<br />
committee should be a member of the<br />
board of directors, and any such member<br />
should not offer himself for re-election.<br />
The nomination committee should not<br />
include the company’s chief executive or<br />
any other executive personnel.<br />
The nomination committee’s duties are<br />
to propose candidates for election to<br />
the corporate assembly and the board of<br />
directors and to propose the fees to be<br />
paid to members of these bodies.<br />
The nomination committee should justify<br />
its recommendations.<br />
The company should provide information<br />
on the membership of the committee<br />
and any deadlines for submitting proposals<br />
to the committee.<br />
In accordance with section 100A of the<br />
Articles of Association of the company,<br />
CAMPOSOL has a nomination committee<br />
made up of three members. The<br />
committee is elected by the GSM which<br />
will also decide on their remuneration.<br />
Information on the committee members<br />
will be available for the public on the<br />
company’s web page.<br />
The committee will make its recommendations<br />
to the General Shareholder’s Meeting<br />
on the appointment and retirement of Directors,<br />
as well as their remuneration.<br />
8. Corporate Assembly and<br />
Board of Directors: Composition<br />
and independence<br />
Code: The composition of the corporate<br />
assembly should be determined with<br />
a view to ensuring that it represents a<br />
broad cross-section of the company’s<br />
shareholders.<br />
The composition of the board of<br />
directors should ensure that the board<br />
can attend to the common interests<br />
of all shareholders and meets the<br />
company’s need for expertise, capacity<br />
and diversity. Attention should be paid<br />
to ensuring that the board can function<br />
effectively as a collegiate body.<br />
The composition of the board of<br />
directors should ensure that it<br />
can operate independently of any<br />
special interests. The majority of the<br />
shareholder-elected members of the<br />
board should be independent of the<br />
company’s executive personnel and<br />
material business contacts. At least two<br />
of the members of the board elected by<br />
shareholders should be independent of<br />
the company’s main shareholder(s).<br />
The board of directors should not<br />
include executive personnel. If the board<br />
does include executive personnel, the<br />
company should provide an explanation<br />
for this and implement consequential<br />
adjustments to the organization of the<br />
work of the board, including the use of<br />
board committees to help ensure more<br />
independent preparation of matters for<br />
discussion by the board, cf. Section 9.<br />
The chairman of the board of directors<br />
should be elected by the general meeting<br />
so long as the Public Companies Act<br />
does not require that the chairman must<br />
be appointed either by the corporate<br />
assembly or by the board of directors<br />
as a consequence of an agreement that<br />
the company shall not have a corporate<br />
assembly.<br />
The term of office for members of the<br />
board of directors should not be longer<br />
than two years at a time.<br />
The annual report should provide<br />
information to illustrate the expertise of the<br />
members of the board of directors, and<br />
information on their record of attendance<br />
at board meetings. In addition, the annual<br />
report should identify which members are<br />
considered to be independent.<br />
Members of the board of directors<br />
should be encouraged to own shares in<br />
the company.<br />
The Board of Directors of CAMPOSOL<br />
will have at least two directors according<br />
to section 68 of the company’s Articles<br />
of Association. Currently the Board has<br />
seven members, one woman and six men.<br />
The composition of the Board satisfies<br />
the company’s needs in terms of experience,<br />
knowledge, capacity and diversity.<br />
The CAMPOSOL web page and the<br />
annual report provide information to illustrate<br />
the experience and capacity of<br />
the Board members and identify which<br />
members are considered independent.<br />
A majority of the members of the Board<br />
are independent of the Company’s management<br />
and main commercial partners.<br />
The Board does not include any<br />
representatives from the CAMPOSOL<br />
executive team. Also, five of the directors<br />
are independent of the Company’s<br />
main shareholders.<br />
CAMPOSOL does not have a corporate<br />
assembly or any employee representative<br />
on the Board.<br />
The term of office is two years and members<br />
of the Board are encouraged to<br />
own shares in the company. A summary<br />
of the shares owned by the members of<br />
the Board is included in the Company’s<br />
annual report.<br />
9. Work of the Board<br />
Code: The board of directors should<br />
produce an annual plan for its work, with<br />
particular emphasis on objectives, strategy<br />
and implementation.<br />
The board of directors should issue instructions<br />
for its own work as well as for<br />
the executive management with particular<br />
emphasis on clear internal allocation<br />
of responsibilities and duties<br />
In order to ensure a more independent<br />
consideration of matters of a material<br />
character in which the chairman of<br />
the board is, or has been, personally<br />
involved, the board’s consideration of<br />
such matters should be chaired by some<br />
other member of the board.<br />
The Public Companies Act stipulates<br />
that large companies must have an<br />
audit committee. The entire board of<br />
directors should not act as the company’s<br />
audit committee. Smaller companies<br />
should give consideration to<br />
establishing an audit committee. In<br />
addition to the legal requirements on<br />
the composition of the audit committee<br />
etc., the majority of the members<br />
of the committee should be independent.<br />
The board of directors should also consider<br />
appointing a remuneration committee<br />
in order to help ensure thorough<br />
and independent preparation of matters<br />
relating to compensation paid to<br />
the executive personnel. Membership<br />
of such a committee should be restricted<br />
to members of the board who are<br />
independent of the company’s executive<br />
personnel.<br />
The board of directors should provide<br />
details in the annual report of any board<br />
committees appointed.<br />
The board of directors should evaluate<br />
its performance and expertise annually.<br />
The work of the Board<br />
The responsibilities of the Board include<br />
the strategic direction of CAMPOSOL,<br />
the effective monitoring of top management,<br />
the control and monitoring of<br />
the company’s financial situation and<br />
communications with shareholders and<br />
stakeholders.<br />
These obligations can be found in the<br />
applicable legislation, in the articles of<br />
association, in the authorizations and instructions<br />
given by the General Meeting<br />
and instructions or resolutions adopted<br />
by the Board itself.<br />
The Board’s duties may be divided into<br />
two main categories:<br />
• The management of the company by<br />
the Board.<br />
• The supervisory responsibility of the<br />
Board.<br />
The Board will discuss all matters related<br />
to the important activities of the<br />
company or those of an extraordinary<br />
nature. It will produce an annual work<br />
plan focused on those tasks that are<br />
oriented towards developing corporate<br />
strategy as well as monitoring its implementation.<br />
Additionally it will execute<br />
supervisory actions to ensure that the<br />
company is managing its business, its<br />
assets and a prudent and satisfactory<br />
control of risks. The Board is responsible<br />
for the appointment of the General<br />
Manager.<br />
Financial Control<br />
The Board will keep itself informed of the<br />
financial situation of the Company and will<br />
ensure that the operations, the accounts<br />
and the management of company assets<br />
are subject to satisfactory controls.<br />
Board Mandate<br />
In accordance with the applicable law,<br />
the terms of reference for the Board are<br />
established in a formal mandate that includes<br />
specific rules and guidelines on<br />
the work of the Board and its decision<br />
making. Additionally, CAMPOSOL has<br />
prepared specific instructions for the<br />
work of the Board, including procedural<br />
rules as well as indications as to discussions,<br />
duties and responsibilities of the<br />
Board in relation to the General Manager.<br />
The Chairman of the Board is responsible<br />
for ensuring that the work of the<br />
Board is carried out effectively, and<br />
correctly, according to applicable legislation.<br />
The Board has named a Deputy<br />
Chairman as is recommended in the<br />
Code.<br />
59
60<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
www.<br />
camposol.<br />
com.pe<br />
Committees<br />
CAMPOSOL has three committees:<br />
• Strategy, Business Development<br />
& Finance Committee.<br />
• Objective: To evaluate the possibility<br />
of new investments by CAM-<br />
POSOL in accordance with its financial<br />
situation and forecasts.<br />
• Audit, Control & Risks Committee<br />
• Objective: To assist the Board in<br />
complying with its responsibilities<br />
in relation to the financial report<br />
issuing process, the internal control<br />
system, the internal auditing<br />
process and observance of the<br />
governance provisions, rules and<br />
code of conduct.<br />
• Human Resources, Ethics, Corporate<br />
Government and Social Responsibility<br />
Committee.<br />
The Board constantly evaluates the<br />
need to create new committees.<br />
Mandate for the General Manager<br />
The Board issues a mandate for the<br />
work of the General Manager, including<br />
his duties and responsibilities to the<br />
Board. There is a clear division between<br />
the responsibilities of the Board and<br />
those of executive management. The<br />
General Manager is responsible for the<br />
daily management of the company’s<br />
activities, according to the strategy and<br />
guidelines adopted by the Board.<br />
The Board will ensure that the General<br />
Manager reports on a monthly basis on<br />
the company’s financial situation.<br />
Financial <strong>Report</strong>s<br />
The Board receives periodic reports on<br />
the commercial and financial situation<br />
of CAMPOSOL. The Company follows a<br />
timetable established by the Oslo Stock<br />
Exchange and the CySEC (Cypriot<br />
Security Exchange Commission) for<br />
the publication of annual and interim<br />
reports.<br />
<strong>Annual</strong> Evaluation of the Board<br />
<strong>Annual</strong>ly, at the first meeting of the<br />
calendar year, the Board performs an<br />
evaluation of its own performance, as<br />
well as those of the committees and of<br />
each individual Director.<br />
For the evaluation to be effective,<br />
the Board sets objectives, both at<br />
collective and individual level, against<br />
which it will be able to measure its<br />
performance.<br />
The Board also carries out a similar<br />
evaluation of the CEO.<br />
10. Risk Management and<br />
Internal Control<br />
Code: The board of directors must<br />
ensure that the company has sound<br />
internal control and systems for risk<br />
management that are appropriate in<br />
relation to the extent and nature of the<br />
company’s activities. Internal control<br />
and the systems should also encompass<br />
the company’s corporate values and<br />
ethical guidelines.<br />
The board of directors should carry<br />
out an annual review of the company’s<br />
most important areas of exposure<br />
to risk and its internal control<br />
arrangements.<br />
The board of directors should provide<br />
an account in the annual report of the<br />
main features of the company’s internal<br />
control and risk management systems<br />
as they relate to the company’s financial<br />
reporting.<br />
The Board is responsible for ensuring<br />
that the Company has efficient and<br />
sound processes for internal control.<br />
The Board must be completely up to<br />
date with the Company’s financial and<br />
operational performance, the company’s<br />
commercial model, the risks associated<br />
with its economic activities and long<br />
term sustainability.<br />
In summary, the Board must be completely<br />
sure that the company has the necessary<br />
control systems installed in all its areas and<br />
that these systems are constantly updated<br />
to guarantee their optimum operation.<br />
CAMPOSOL annually identifies and<br />
evaluates the risks that could affect the<br />
achievement of corporate objectives<br />
and establishes control and monitoring<br />
activities to mitigate these risks as<br />
required. The Company has an Internal<br />
Audit function comprising three persons.<br />
The internal control activities are found<br />
in detail in the CAMPOSOL internal<br />
rules, policies and procedures, most of<br />
them being carried out through SAP.<br />
The Audit Committee receives quarterly<br />
information on the principal risks and<br />
their control activities.<br />
CAMPOSOL has developed a project that<br />
has aligned the progress made in all the<br />
aspects of risk management and internal<br />
control in a COSO framework (Committee<br />
of Sponsoring Organizations of the<br />
Tradeway Commission). The project will<br />
be fully implemented by the end of 2010.<br />
11. Remuneration of Board<br />
Members<br />
Code: The remuneration of the board of<br />
directors should reflect the board’s responsibility,<br />
expertise, time commitment<br />
and the complexity of the company’s<br />
activities.<br />
The remuneration of the board of directors<br />
should not be linked to the company’s<br />
performance. The company should<br />
not grant share options to members of<br />
its board.<br />
Members of the board of directors and/<br />
or companies with which they are associated<br />
should not take on specific assignments<br />
for the company in addition<br />
to their appointment as a member of<br />
the board. If they do nonetheless take<br />
on such assignments this should be disclosed<br />
to the full board. The remuneration<br />
for such additional duties should be<br />
approved by the board.<br />
Any remuneration in addition to normal<br />
directors’ fees should be specifically<br />
identified in the annual report.<br />
The remuneration granted to the members<br />
of the Board is decided by the<br />
GSM. The annual report provides information<br />
on all the remuneration paid to<br />
each Board member.<br />
In addition to the remuneration, the<br />
directors hold share options, which<br />
were granted by CAMPOSOL Holding<br />
61
62<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Plc, a company which has Cyprus as<br />
its home state. This deviates from the<br />
recommendations of the Code.<br />
The directors, or the companies<br />
with whom they are associated, will<br />
not accept other appointments or<br />
commitments for CAMPOSOL without<br />
the knowledge of the Board. In such<br />
cases, any remuneration must be<br />
approved by the GSM.<br />
12. Remuneration of executive<br />
management<br />
Code: The board of directors is required<br />
by law to established guidelines for the<br />
remuneration of the executive personnel.<br />
These guidelines are communicated to<br />
the annual general meeting.<br />
The guidelines for the remuneration of the<br />
executive personnel should set out the<br />
main principles applied in determining<br />
the salary and other remuneration of<br />
the executive personnel. The guidelines<br />
should help to ensure convergence of<br />
the financial interests of the executive<br />
personnel and the shareholders.<br />
Performance-related remuneration of the<br />
executive personnel in the form of share<br />
options, bonus programs should be<br />
linked to value creation for shareholders<br />
or the company’s earnings performance<br />
over time. Such arrangements, including<br />
share option arrangements, should<br />
motivate performance and be based<br />
on quantifiable factors over which<br />
the employee in question can have<br />
influence.<br />
The Board adopts guidelines for the<br />
remuneration of the management<br />
team that are reported to the General<br />
Meeting. The salary and other payments<br />
to the General Manager are determined<br />
by the Board.<br />
Details of remuneration paid to the<br />
executives as well as the remuneration<br />
guidelines for the General Manager and<br />
other top executives are included in the<br />
notes to the financial accounts in the<br />
annual report.<br />
13. Information and<br />
Communication<br />
Code: The board of directors should<br />
establish guidelines for the company’s<br />
reporting of financial and other information<br />
based on openness and taking into account<br />
the requirement for equal treatment of all<br />
participants in the securities market.<br />
The company should publish an overview<br />
each year of the dates for major<br />
events such as its annual general<br />
meeting, publication of interim reports,<br />
public presentations, dividend payment<br />
date if appropriate etc.<br />
All information distributed to the company’s<br />
shareholders should be published<br />
on the company’s web site at the same<br />
time it is sent to shareholders.<br />
The board of directors should establish<br />
guidelines for the company’s contact<br />
with shareholders other than through<br />
general meetings.<br />
CAMPOSOL maintains regular dialogue<br />
with analysts and investors and<br />
considers it very important to inform<br />
shareholders and other stakeholders<br />
about the Company’s commercial and<br />
financial performance. CAMPOSOL is<br />
committed to ensuring that all the participants<br />
in the stock market receive<br />
the same information at the same time.<br />
Additionally the company proactively<br />
communicates its long term ambitions,<br />
including its strategies and risk<br />
factors. The Company has a policy<br />
of open and reliable communications<br />
with the investors and a web page<br />
which is continuously updated.<br />
Although the Management is responsible<br />
of the communication with all stakeholders,<br />
the Chairman of the Board and the<br />
other directors are available to meet with<br />
any shareholders and develop a balanced<br />
understanding of the topics of<br />
their interest or concern, subject always<br />
to applicable law and the rules of the<br />
stock exchange. The CEO ensures that<br />
the shareholders’ points of view are duly<br />
communicated to the Board.<br />
CAMPOSOL strives to communicate<br />
all relevant information to the market<br />
in a timely, efficient and non-discriminate<br />
manner. All the notices issued by<br />
the Company are available on the web<br />
page, as well as the website of OSE<br />
(www.newsweb.no) and news agencies<br />
through Hugin (www.huginonline.com).<br />
Financial reports and events<br />
CAMPOSOL normally publishes its<br />
provisional annual financial statement<br />
at the end of February. The complete<br />
annual report and the accounts statements<br />
are distributed to shareholders<br />
at least three weeks before the GSM.<br />
Quarterly interim reports are published<br />
within two months of the end of each<br />
quarter.<br />
The Company publishes an annual financial<br />
calendar that includes the dates<br />
on which it is planned to publish the<br />
quarterly results. The calendar can be<br />
found on the web page www.camposol.<br />
com.pe and is distributed as a stock<br />
market notice. It can also be found on<br />
Oslo Stock Exchange’s website, www.<br />
oslobors.no. The calendar is published<br />
at the end of each fiscal year.<br />
CAMPOSOL gives quarterly presentations<br />
open to the public. These sessions<br />
provide a financial and operational review<br />
of the previous quarter, as well as a<br />
review of the market conditions and the<br />
Company’s outlook.<br />
The presentations are given by the General<br />
Manager and/or the Financial Manager.<br />
After each quarterly presentation<br />
the managers give other presentations<br />
for investors in various locations. The<br />
quarterly interim reports and presentation<br />
materials can be found on the CAM-<br />
POSOL web page.<br />
14. Acquisitions<br />
Code: The board of directors should<br />
establish guiding principles as to how it<br />
will act in the event of a take-over bid.<br />
During the course of a take-over<br />
process, the board of directors and<br />
management of both the party making<br />
the offer and the target company<br />
have an independent responsibility<br />
to help ensure that shareholders<br />
in the target company are treated<br />
equally, and that the target company’s<br />
business activities are not disrupted<br />
unnecessarily. The board of the target<br />
company has a particular responsibility<br />
to ensure that shareholders are given<br />
sufficient information and time to form<br />
a view of the offer.<br />
The board of directors should not seek<br />
to hinder or obstruct take-over bids for<br />
the company’s activities or shares unless<br />
there are particular reasons for this.<br />
In the event of a take-over bid for the<br />
company’s shares, the company’s<br />
board of directors should not exercise<br />
mandates or pass any resolutions<br />
with the intention of obstructing the<br />
take-over bid unless this is approved<br />
by the general meeting following<br />
announcement of the bid.<br />
If an offer is made for a company’s<br />
shares, the company’s board of<br />
directors should issue a statement<br />
evaluating the offer and making<br />
a recommendation as to whether<br />
shareholders should or should not<br />
accept the offer. If the board finds<br />
itself unable to give a recommendation<br />
to shareholders on whether or not to<br />
accept the offer, it should explain<br />
the background for not making such<br />
a recommendation. The board’s<br />
statement on a bid should make it<br />
clear whether the views expressed are<br />
unanimous, and if this is not the case<br />
63
64<br />
camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
it should explain the basis on which<br />
specific members of the board have<br />
excluded themselves from the board’s<br />
statement.<br />
The board should consider whether to<br />
arrange a valuation from an independent<br />
expert. If any member of the board or<br />
executive personnel, or close associates<br />
of such individuals, or anyone who has<br />
recently held such a position, is either<br />
the bidder or has a particular personal<br />
interest in the bid, the board should<br />
arrange for an independent valuation<br />
in any case. This shall also apply if the<br />
bidder is a major shareholder. Any such<br />
valuation should be either appended to<br />
the board’s statement, be reproduced<br />
in the statement or be referred to in the<br />
statement.<br />
Any transaction that is in effect a<br />
disposal of the company’s activities<br />
should be decided by a general<br />
meeting, except in cases where such<br />
decisions are required by law to be<br />
decided by the corporate assembly.<br />
Fundamental Commitments and<br />
Guidelines<br />
The CAMPOSOL Board is committed<br />
to treating all shareholders equally,<br />
as well as ensuring transparency with<br />
regard to any offer to acquire the<br />
company.<br />
However, the Board has not prepared<br />
formal guidelines for its conduct in<br />
the case where an offer is made for<br />
CAMPOSOL, as is recommended by<br />
the Code.<br />
CAMPOSOL will not establish<br />
any mechanism that impedes an<br />
acquisition unless this has been<br />
resolved by a General Meeting and<br />
with a majority of two thirds (of votes<br />
issued and share capital represented).<br />
The Norwegian Securities Negotiation<br />
Act (chapter 6) indicates the formal<br />
requirements related to the obligation<br />
in a hostile bid and a friendly bid in<br />
connection with possible acquisitions<br />
of CAMPOSOL.<br />
Evaluation of an Offer<br />
If a formal offer is received for<br />
CAMPOSOL, the Board will normally<br />
attempt to obtain other competitive<br />
offers. This will not apply if the Board<br />
can definitely recommend an offer<br />
received, or if the process of seeking<br />
a competitive offer could provoke<br />
the withdrawal of the offer already<br />
received.<br />
Should an offer be received for the<br />
shares of CAMPOSOL, the Board will<br />
issue a statement evaluating the offer<br />
together with a recommendation to the<br />
shareholders to accept or not accept<br />
said proposal. If the Board cannot<br />
recommend a decision on the offer, it<br />
should explain the reasons for such<br />
abstention. If the statement by the<br />
Board is not unanimous, this should<br />
also be explained. The Board should<br />
also consider if a valuation by an<br />
independent expert is pertinent.<br />
15. Auditor<br />
Code: The auditor should submit the<br />
main features of the plan for the audit<br />
of the company to the audit committee<br />
annually.<br />
The auditor should participate in<br />
meetings of the board of directors<br />
that deal with the annual accounts.<br />
At these meetings the auditor should<br />
review any material changes in the<br />
company’s accounting principles,<br />
comment on any estimated accounting<br />
figures and report all material matters<br />
on which there has been disagreement<br />
between the auditor and the executive<br />
management of the company.<br />
The auditor should at least, once a<br />
year, present to the audit committee<br />
a review of the company’s internal<br />
control procedures, including<br />
identified weaknesses and proposals<br />
for improvement.<br />
The board of directors should hold<br />
a meeting with the auditor at least<br />
once a year at which neither the chief<br />
executive nor any other member of the<br />
executive management is present.<br />
The board of directors should establish<br />
guidelines in respect of the use of the<br />
auditor by the company’s executive<br />
management for services other than<br />
the audit.<br />
The board of directors must report the<br />
remuneration paid to the auditor at<br />
the annual general meeting, including<br />
details of the fee paid for audit work<br />
and any fees paid for other specific<br />
assignments.<br />
Election of the Auditor<br />
CAMPOSOL’s financial statements<br />
for <strong>2009</strong> have been audited by<br />
PricewaterhouseCoopers (PwC).<br />
Cyprus law requires that the auditor<br />
be elected by the shareholders in the<br />
General Meeting. The Board will make<br />
recommendations to the General<br />
Meeting on the appointment, removal<br />
and remuneration of the auditor.<br />
Relationship of the Auditor with<br />
the Board<br />
The auditor participates in the <strong>Annual</strong><br />
General Shareholders Meeting. At the<br />
meeting, the auditor informs the Board<br />
of the plan for the audit. The Board holds<br />
one or more meetings every year with the<br />
auditor without the CEO being present.<br />
Additionally, the auditor participates in the<br />
meetings in which the Board considers<br />
the annual accounts. In these the auditor<br />
comments on any material changes in<br />
the principles and the accounting figures<br />
of the company, reporting at the same<br />
time all material matters where there<br />
has been disagreement between the<br />
auditor and the company’s executive<br />
management.<br />
In the GSM the auditor presents to the<br />
Board a review of the company’s internal<br />
control procedures, including proposals<br />
for improvements.<br />
CAMPOSOL has established an audit<br />
committee that supports the Board in<br />
revising, evaluating and, when necessary,<br />
proposing appropriate measures related<br />
to the internal and external auditing of<br />
the group.<br />
65
Martha Zamora Armas<br />
Head of Parcel in Africultor Farm<br />
“I believe that <strong>Camposol</strong> is growing more each day. I hope that all my workmates, all the new people that<br />
the company is giving an opportunity to, take maximum advantage of it because it helps us develop,<br />
both professionally, as well as in the family sense. If one does not work, how can one support the family?<br />
I have 3 children, one of them is a professional and the other two small ones are at elementary school. I<br />
was born in Viru and I live in Huancaquito Bajo. I began working in <strong>Camposol</strong> in 1999, in the area of field<br />
care; I then went to harvesting before being promoted to supervisor of field care then pruning supervisor<br />
and then evaluator before becoming coordinator and now Head of Parcel.<br />
I thank God, my family for the sacrifice and my colleagues, because they have supported me a lot to do<br />
something normally performed by a professional. I am not a professional, I only studied until the third<br />
year of secondary school.<br />
Together with all the people I work with we make a team because we work towards the same objective,<br />
if we do something we do it with good communication between bosses and workers, we communicate<br />
every day regarding the work we are performing.<br />
<strong>Camposol</strong> is a serious company that trains its people. When one wants to develop in the company<br />
one has to put in a lot of effort to succeed. I thank God and pray to Him for the whole company, for<br />
everyone who has helped me. I think that one comes to work to support the family and one has to<br />
do it better every day. I hope that we will always have this goal of wanting to grow, in this company<br />
we can do it because there are professionals who give a helping hand and support us constantly”.
7Board of Directors’ <strong>Report</strong>
70 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL HOLDING PLC AND SUBSIDIARIES<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
DECEMBER 31, <strong>2009</strong><br />
CONTENTS<br />
General information<br />
Directors’ report<br />
<strong>Report</strong> of the independent auditors<br />
Consolidated statement of financial position<br />
Consolidated statement of comprehensive income<br />
Consolidated statement of changes in shareholders´ equity<br />
Consolidated statement of cash flows<br />
Notes to the consolidated financial statements<br />
USD = United States dollar<br />
PEN = Nuevo sol<br />
€ = Euros<br />
GENERAL INFORMATION<br />
Directors<br />
Samuel Edward Dyer Ampudia (appointed 15 January 2008)<br />
Chairman<br />
Christian Alte Lyndstorm Selmer (resigned 18 June <strong>2009</strong>)<br />
Samuel Barnaby Dyer Coriat (appointed 15 January 2008)<br />
Synne Syrrist (resigned 15 June 2008)<br />
Pavlos Aristodemou (resigned 15 June 2008)<br />
Frixos Savvides (appointed 15 January 2008)<br />
Gianfranco Dante Máximo Castagnola Zúñiga (appointed 10 June 2008)<br />
Mimi Kristine Berdal (appointed 19 June <strong>2009</strong>)<br />
Richard Christopher Yetter (appointed 19 June <strong>2009</strong>)<br />
Hugo Walter Chumbez Panesi (appointed 19 June <strong>2009</strong>)<br />
Company Secretary<br />
Altruco Secretarial Limited<br />
Arch. Kyprianou & Ag. Andreou,<br />
Loukaides Court, 5 th Floor<br />
3036 Limassol,<br />
Cyprus<br />
Registered office<br />
Arch. Kyprianou & Ag. Andreou,<br />
Loukaides Court, 5th Floor<br />
3036 Limassol,<br />
Cyprus<br />
Independent auditors<br />
PricewaterhouseCoopers Limited<br />
Cyprus<br />
DIRECTORS’ REPORT<br />
The Board of Directors submit presents its report together with the audited consolidated<br />
financial statements of <strong>Camposol</strong> Holding Plc (the “Company”) and its subsidiaries<br />
(collectively referred to as the “Group”) for the year ended December 31, <strong>2009</strong>.<br />
Principal activities<br />
<strong>Camposol</strong> Holding PLC is the holding company of the <strong>Camposol</strong> Group (hereinafter the<br />
“Group”). During the year the Group continued its agricultural activities and is the largest<br />
exporter of asparagus in the world.<br />
Financial Results<br />
The Group’s results for the year are set out on page 7. The Board of Directors does not<br />
recommend the payment of a dividend and the net profit for the year is retained.<br />
Review of developments, position and performance of the Group’s business and its<br />
position<br />
The profit of the Group for the year ended 31 December <strong>2009</strong> was USD2,005,000 (2008:<br />
profit of USD985,000). Turnover in <strong>2009</strong> decreased to USD123 million, compared to<br />
sales for 2008 of USD141 million. On 31 December <strong>2009</strong> the total assets of the Group<br />
were USD351 million (2008: USD369 million) and the net assets were USD235 million<br />
(2008: net assets USD221 million). The financial position, development and performance<br />
of the Group as presented in these financial statements are considered satisfactory.<br />
Future Developments<br />
The Group sets as its strategic priorities for the four years from 2010 to 2013 the<br />
maintenance of its position as a global leader in the asparagus, avocados market and<br />
the diversification in new products, such as red table grapes and mandarins, to satisfy<br />
demand.<br />
Risk Management<br />
Like other agricultural businesses the Group is exposed to risks, the most significant of<br />
which are natural phenomena such as the cold and hot ocean currents of “El Nino” and<br />
“La Nina” which impact agricultural production, adverse movements in the market prices<br />
for fruit and vegetables, interest rate risk and liquidity risk.<br />
The Group monitors and manages these risks through various control mechanisms.<br />
Detailed information relating to risk management is set out in Notes 3 and 4 to the<br />
financial statements.<br />
Branches<br />
The Group did not operate through any branches during the year.<br />
Share capital<br />
During <strong>2009</strong>, there were no transactions related to the issuance of share capital, share<br />
options or warrants.<br />
Directors<br />
The Directors of the Company at the date of this report are as shown on page 1.<br />
The Directors who served during the year and up to the date of this report are the<br />
following:<br />
Appointed<br />
Samuel Edward Dyer Ampudia 15 January 2008<br />
Resigned<br />
Christian Alte Lyndstorm Selmer 15 January 2008 18 June <strong>2009</strong><br />
Samuel Barnaby Dyer Coriat 15 January 2008<br />
Synne Syrrist 15 January 2008 18 June <strong>2009</strong><br />
Pavlos Aristodemou 15 January 2008 18 June <strong>2009</strong><br />
Frixos Savvides 15 January 2008<br />
Gianfranco Dante Máximo Castagnola Zúñiga 10 June 2008<br />
Mimi Kristine Berdal 19 June <strong>2009</strong><br />
Richard Christopher Yetter 19 June <strong>2009</strong><br />
Hugo Walter Chumbez Panesi 19 June <strong>2009</strong><br />
71
72 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
All of the Directors shall hold office until the next General Meeting and are eligible for<br />
re-appointment by the shareholders.<br />
There were no significant changes in the assignment of responsibilities and<br />
remuneration of the Board of Directors.<br />
Events after the balance sheet date<br />
Material events occurred after the reporting period are disclosed in Note 33 to the<br />
financial statements<br />
Independent auditors<br />
PricewaterhouseCoopers Cyprus Ltd has expressed its willingness to continue in<br />
office. A resolution proposing their re-appointment and fixing the remuneration will<br />
be put forward for consideration of the shareholders at the <strong>Annual</strong> General Meeting.<br />
By order of the Board<br />
Samuel Dyer Ampudia, Chaiman<br />
Walter Chumbez, Director<br />
Cyprus<br />
21 April 2010<br />
___________________________________<br />
Signature<br />
___________________________________<br />
Signature<br />
Independent Auditors’ <strong>Report</strong> To the Members of<br />
<strong>Camposol</strong> Holding Plc<br />
<strong>Report</strong> on the Financial Statements<br />
We have audited the consolidated financial statements of <strong>Camposol</strong> Holding Plc (the<br />
“Company”) and its subsidiaries (collectively referred to as “the Group”) on pages<br />
6 to 67, which comprise the consolidated statement of financial position as at 31<br />
December <strong>2009</strong>, the consolidated statements of income and comprehensive income,<br />
consolidated statement of changes in equity and consolidated cash flow statement<br />
for the year then ended, and a summary of significant accounting policies and other<br />
explanatory notes.<br />
Board of Directors’ Responsibility for the Financial Statements<br />
The Company’s Board of Directors is responsible for the preparation and fair presentation<br />
of these consolidated financial statements in accordance with International Financial<br />
<strong>Report</strong>ing Standards as adopted by the European Union (EU) and the requirements<br />
of the Cyprus Companies Law, Cap. 113. This responsibility includes: designing,<br />
implementing and maintaining internal control relevant to the preparation and fair<br />
presentation of financial statements that are free from material misstatement, whether<br />
due to fraud or error; selecting and applying appropriate accounting policies; and<br />
making accounting estimates that are reasonable in the circumstances.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these consolidated financial statements<br />
based on our audit. We conducted our audit in accordance with International Standards<br />
on Auditing. Those Standards require that we comply with ethical requirements and<br />
plan and perform the audit to obtain reasonable assurance whether the financial<br />
statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts<br />
and disclosures in the financial statements. The procedures selected depend on the<br />
auditor’s judgment, including the assessment of the risks of material misstatement<br />
of the financial statements, whether due to fraud or error. In making those risk<br />
assessments, the auditor considers internal control relevant to the entity’s preparation<br />
and fair presentation of the financial statements in order to design audit procedures<br />
that are appropriate in the circumstances, but not for the purpose of expressing an<br />
opinion on the effectiveness of the entity’s internal control. An audit also includes<br />
evaluating the appropriateness of accounting policies used and the reasonableness of<br />
accounting estimates made by the Board of Directors, as well as evaluating the overall<br />
presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to<br />
provide a basis for our audit opinion.<br />
Opinion<br />
In our opinion, the consolidated financial statements give a true and fair view of<br />
the financial position of <strong>Camposol</strong> Holding Plc its subsidiaries as of 31 December<br />
<strong>2009</strong>, and of its financial performance and its cash flows for the year then ended in<br />
accordance with International Financial <strong>Report</strong>ing Standards as adopted by the EU<br />
and the requirements of the Cyprus Companies Law, Cap. 113.<br />
<strong>Report</strong> on Other Legal Requirements<br />
Pursuant to the requirements of the Companies Law, Cap. 113, we report the following:<br />
• We have obtained all the information and explanations we considered necessary<br />
for the purposes of our audit.<br />
• In our opinion, proper books of account have been kept by the Company.<br />
• The Company’s financial statements are in agreement with the books of account.<br />
• In our opinion and to the best of our information and according to the explanations<br />
given to us, the consolidated financial statements give the information required by<br />
the Companies Law, Cap. 113, in the manner so required.<br />
• In our opinion, the information given in the report of the Board of Directors on<br />
pages 2 and 3 is consistent with the consolidated financial statements.<br />
Other Matter<br />
This report, including the opinion, has been prepared for and only for the Company’s<br />
members as a body in accordance with Section 156 of the Companies Law, Cap.<br />
113 and for no other purpose. We do not, in giving this opinion, accept or assume<br />
responsibility for any other purpose or to any other person to whose knowledge this<br />
report may come to.<br />
PricewaterhouseCoopers Limited<br />
Chartered Accountants<br />
Limassol, 21 April 2010<br />
73
8Independent Auditor’s<br />
<strong>Report</strong> And Audited<br />
Financial Statements
76 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL HOLDING<br />
PLC AND SUBSIDIARIES<br />
CONSOLIDATED STATEMENT OF<br />
FINANCIAL POSITION<br />
ASSETS<br />
Non-current assets<br />
As of December 31,<br />
Note <strong>2009</strong> 2008<br />
USD000<br />
USD000<br />
Property, plant and equipment 5 111,927 120,360<br />
Investments in associated<br />
companies<br />
6 422 274<br />
Intangible assets 7 26,586 27,580<br />
Non-current portion of biological<br />
assets<br />
8 125,802 99,962<br />
Total non-current assets 264,737 248,176<br />
CURRENT ASSETS<br />
Prepaid expenses 643 1,339<br />
Current portion of biological assets 8 15,031 15,386<br />
Inventories 9 32,033 58,037<br />
Other accounts receivable 10 12,445 14,077<br />
Trade accounts receivable 11 20,589 25,822<br />
EQUITY AND LIABILITIES<br />
Equity attributable to shareholders of the parent<br />
Share capital 507 507<br />
Share premium 212,318 212,318<br />
Share warrants 2,050 4,114<br />
Share options 914 745<br />
Other reserves 358 (10,662)<br />
Retained earnings 18,270 14,114<br />
Total equity attributable to<br />
shareholders of the parent<br />
234,417 221,136<br />
Minority interests 88 88<br />
Total equity 13 234,505 221,224<br />
NON-CURRENT LIABILITIES<br />
Long - term debt 16 48,319 56,826<br />
Deferred income tax 14 13,414 10,094<br />
Other payables 18 10,140 19,707<br />
Total non-current liabilities 71,873 86,627<br />
CURRENT LIABILITIES<br />
Current portion of long-term debt 16 8,635 9,528<br />
Trade payables 17 20,262 25,134<br />
Other payables 18 6,614 9,638<br />
Bank loans and overdrafts 19 9,285 16,456<br />
Total current liabilities 44,796 60,756<br />
Total liabilities 116,669 147,383<br />
Total equity and liabilities 351,174 368,607<br />
Approved for issue and signed on behalf of the Board of Directors of <strong>Camposol</strong><br />
Holding PLC on April 21, 2010.<br />
Directors<br />
Samuel Dyer Ampudia Chairman<br />
Walter Chumbez<br />
Cash and short-term deposits 12 5,696 5,770<br />
Total current assets 86,437 120,431<br />
Total assets 351,174 368,607<br />
77
78 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CONSOLIDATED STATEMENT OF<br />
COMPREHENSIVE INCOME<br />
For the year ended<br />
December 31,<br />
Note <strong>2009</strong> 2008<br />
USD000 USD000<br />
Continuing operations:<br />
Revenue 21 122,773 140,705<br />
Cost of sales 22 (98,608) (110,362)<br />
Gross profit 24,165 30,343<br />
Net adjustment from change in fair value of biological assets 8 24,029 17,076<br />
Profit after adjustment for biological assets 48,194 47,419<br />
Profit attributable to:<br />
Equity shareholders of the parent 2,005 985<br />
Minority interests - -<br />
2,005 985<br />
Basic earnings per ordinary share<br />
(expressed in U.S. dollars per share) 29 0.067 0.034<br />
Diluted earnings per ordinary share<br />
(expressed in U.S. dollars per share) 29 0.067 0.034<br />
Administrative expenses 23 (13,314) (12,659)<br />
Selling expenses 24 (14,301) (16,286)<br />
Other income 26 1,359 733<br />
Other expenses 26 (7,418) (4,806)<br />
Operating profit 14,520 14,401<br />
Share of gain (loss) of associated companies 6 148 (79)<br />
Financial income 27 64 1,975<br />
Financial expenses 27 (11,019) (11,374)<br />
Currency translation differences (301) (4,042)<br />
Profit before income tax 3,412 881<br />
Income tax 28 (1,407) 104<br />
Profit for the year 2,005 985<br />
Profit for the year 2,005 985<br />
Other comprehensive income:<br />
Net unrealized gain/(loss) on cash flow hedge 11,093 (11,093)<br />
Translations adjustment (73) 431<br />
Other comprehensive income net of tax 11,020 (10,662)<br />
Total comprehensive income (loss) for the year 13,025 (9,677)<br />
Attributable to:<br />
Equity shareholders of the parent 13,025 (9,677)<br />
Minority interests - -<br />
Total comprehensive income (loss) for the year 13,025 (9,677)<br />
79
80 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CONSOLIDATED STATEMENT OF CHANGES IN SHARHOLDERS´ EQUITY<br />
Note<br />
Number<br />
of shares<br />
Share<br />
capital<br />
Share<br />
premium<br />
Attributable to owners of the parent<br />
Share<br />
warrants<br />
Share<br />
options<br />
Other<br />
reserves<br />
"Retained<br />
earnings”<br />
Total<br />
“Minority<br />
interests”<br />
“Total<br />
equity”<br />
000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000<br />
Balance as of January 1, 2008 29,341 459 189,453 6,133 257 - 11,037 207,339 88 207,427<br />
Comprehensive income:<br />
Profit for the year - - - - - - 985 985 - 985<br />
Other comprehensive income:<br />
Net unrealized loss on cash flow hedge 3-a - - - - - (11,093) - (11,093) - (11,093)<br />
Translations adjustment - - - - - 431 431 - 431<br />
Total comprehensive income - - - - - (10,662) 985 (9,677) - (9,677)<br />
Transactions with owners:<br />
Issue of shares 13 3,063 48 23,774 - - - - 23,822 - 23,822<br />
- fees and expenses 13 - - (909) - - - - (909) - (909)<br />
Stock options 13 - - - - 561 - - 561 - 561<br />
Options and warrants expired 13 - - - (2,019) (73) - 2,092 - - -<br />
Total transactions with owners 3,063 48 22,865 (2,019) 488 - 2,092 23,474 - 23,474<br />
Balance as of December 31, 2008 32,404 507 212,318 4,114 745 (10,662) 14,114 221,136 88 221,224<br />
Comprehensive income:<br />
Profit for the year - - - - - - 2,005 2,005 - 2,005<br />
Other comprehensive income:<br />
Net unrealized gains on cash flow hedge 3-a - - - - - 11,093 - 11,093 - 11,093<br />
Translations adjustment - - - - - (73) (73) - (73)<br />
Total comprehensive income - - - - - 11,020 2,005 13,025 - 13,025<br />
Transactions with owners:<br />
Stock options 13 - - - - 256 - - 256 - 256<br />
Options and warrants expired 13 - - - (2,064) (87) - 2,151 - - -<br />
Total transactions with owners - - - (2,064) 169 - 2,151 256 - 256<br />
Balance as of December 31, <strong>2009</strong> 32,404 507 212,318 2,050 914 358 18,270 234,417 88 234,505<br />
Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, during the two years after the end<br />
of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence of 15% will be payable on such<br />
deemed dividend to the extent that the shareholders /individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits<br />
refer, are Cyprus tax residents. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profit of the relevant year at any time. This<br />
special contribution for defence is paid by the Group for the account of the shareholders.<br />
81
82 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
For the year ended<br />
December 31,<br />
Note <strong>2009</strong> 2008<br />
USD000 USD000<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Collections 128,063 158,252<br />
Payment to suppliers and employees (114,369) (174,308)<br />
Interest paid (10,279) (11,292)<br />
Other collections 13,339 8,774<br />
Interest received on bank deposits - 1,416<br />
Income tax paid (1,041) (2,129)<br />
Net cash generated from (used in) operating activities 15,713 (19,287)<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Purchases of property, plant and equipment 5 (3,874) (29,714)<br />
Purchases of intangibles 7 (208) (1,746)<br />
Proceeds from sale of property, plant and equipment 4,486 140<br />
Net cash from (used in) investing activities 404 (31,320)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Bank loans and overdrafts 19 (6,791) 14,978<br />
Prepayment of borrowings - (7,000)<br />
Payment to <strong>Camposol</strong> AS shareholders - (320)<br />
Capital contribution, net of transaction cost - 21,003<br />
Payments of long-term debt 16 (9,400) (62,050)<br />
Net cash used in financial activities (16,191) (33,389)<br />
Net decrease in cash and cash equivalents (74) (83,996)<br />
Cash and cash equivalents at beginning of year 5,770 89,766<br />
Cash and cash equivalents at end of year 12 and 19 5,696 5,770<br />
83
84 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CONSOLIDATED STATEMENT OF CASH FLOWS (Continue)<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
For the year ended<br />
December 31,<br />
Note <strong>2009</strong> 2008<br />
USD000<br />
USD000<br />
Reconciliation of profit for the year to net cash from<br />
(used in) operating activities:<br />
Profit before income tax 5 3,412 881<br />
Depreciation 7 6,168 5,110<br />
Amortization 26 1,202 1,208<br />
Provision for doubtful accounts receivable 26 2,628 3,435<br />
Provision for obsolescence of inventories 8 2,500 -<br />
Interest expenses 27 10,627 -<br />
Write down off inventories 26 1,493 -<br />
Biological assets 8 (25,485) (17,076)<br />
Net cost of fixed assets sold 27 293 56<br />
Stock options expense 25 256 561<br />
(Profit) loss of investments in associates 6 (148) 79<br />
Income tax and workers’ profit sharing 15 3,642 (381)<br />
Change in derivative financial instruments 3-a (1,611) 1,611<br />
Write-off of accounts receivables - (1,315)<br />
Net exchange difference (81) 431<br />
Increase (decrease) of cash flows from operations due<br />
to changes in assets and liabilities:<br />
Trade receivables 11 2,662 15,822<br />
Other receivables 10 1,580 3,512<br />
Inventories 9 23,505 (31,334)<br />
Prepaid expenses 696 825<br />
Trade payables 17 (4,872) 7,613<br />
Other payables 18 (12,754) (10,325)<br />
Net cash generated from (used in) operating activities 15,713 (19,287)<br />
Transactions not affecting cash flows:<br />
Fixed assets acquired under financial leases - 1,268<br />
Share premium increase for fair value of liability 13 - 2,230<br />
- 3,498<br />
85
86 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
CAMPOSOL HOLDING PLC AND SUBSIDIARIES<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
DECEMBER 31, <strong>2009</strong><br />
1 GENERAL INFORMATION<br />
a) Business activities -<br />
<strong>Camposol</strong> Holding PLC (hereinafter the Company) was incorporated in Cyprus on July<br />
9, 2007, under the name Halemondi Holdings Limited, as a private company under<br />
the provisions of the Cyprus Companies Law, Cap. 113, and was converted to a<br />
public limited liability company on November 8, 2007. The name of the Company was<br />
changed to <strong>Camposol</strong> Holding PLC on February 11, 2008.<br />
The Company’s legal address is at Arch. Kyprianou & Ayiou Andreou, Loukaides Court<br />
5th Floor, 3036 Limassol, Cyprus.<br />
As from May 2008 the shares of the Company are listed on the Oslo Axess stock<br />
exchange.<br />
direct or indirect<br />
equity interest<br />
as of December 31,<br />
Country of<br />
Company Principal activity incorporation <strong>2009</strong> 2008<br />
% %<br />
<strong>Camposol</strong> S.A. Agribusiness Peru 100.00 100.00<br />
Campoinca S.A. Agriculture Peru 100.00 100.00<br />
Preco Precio Económico S.A.C. Retail Peru 50.00 50.00<br />
Sociedad Agrícola<br />
Las Dunas S.R.L. Agriculture Peru 99.99 99.99<br />
Prodex S.A.C. Agriculture Peru 100.00 100.00<br />
Balfass S.A. Agriculture Peru 100.00 100.00<br />
Vegesol S.A. Agriculture Peru 100.00 100.00<br />
Muelles y Servicios<br />
<strong>Camposol</strong> Holding PLC and its subsidiaries are referred to hereinafter as the Group.<br />
<strong>Camposol</strong> S.A. is a Peruvian agribusiness corporation incorporated in the city of Lima<br />
on January 31, 1997, and is the world’s largest producer and exporter of asparagus.<br />
<strong>Camposol</strong> S.A. contributes substantially to all the Group’s revenue and net profit.<br />
The legal domicile of <strong>Camposol</strong> S.A. is Calle Francisco Graña 155, La Victoria, Lima,<br />
Peru. In addition, <strong>Camposol</strong> S.A. has a operation and commercial office located at<br />
Carretera Panamericana Norte Km. 497.5, Chao, Viru, La Libertad, and three production<br />
establishments or agricultural lands located at Carretera Panamericana Norte Kms.<br />
510, 512 and 527 in the department of La Libertad, Peru. <strong>Camposol</strong> S.A. also has two<br />
offices in the department of Piura.<br />
The Group has control of Preco Precio Económico S.A.C., which remained dormant<br />
and had no income or expenses in <strong>2009</strong> and 2008.<br />
The table below presents details of the agricultural land where the Group develops its<br />
activities:<br />
Area in Hectares (Ha)<br />
Land Peruvian region <strong>2009</strong> 2008<br />
Mar Verde La Libertad 2,496 2,496<br />
Huangala - Terra Piura 2,662 2,662<br />
Agricultor La Libertad 1,726 1,726<br />
Gloria La Libertad 1,018 1,018<br />
Agromás La Libertad 414 414<br />
Pur Pur La Libertad 246 246<br />
Virú - San José La Libertad 616 416<br />
Compositan La Libertad 3,778 3,778<br />
Yakuy Minka La Libertad 2,770 2,762<br />
Santa Ana Piura 3,370 3,370<br />
Santa Anita Piura 128 128<br />
The subsidiaries and their activities are as follows:<br />
Paita S.R.L. Services Peru 100.00 100.00<br />
Santa Julia Piura 2,105 2,105<br />
Marinazul S.A. Shrimp farming Peru 100.00 100.00<br />
María Auxiliadora Piura 1,980 1,980<br />
Marinasol S.A. Fish canning Peru 100.00 100.00<br />
La Merced Piura 1,000 1,000<br />
<strong>Camposol</strong> Europa S.L. Distribution Spain 100.00 100.00<br />
Ocoto Alto Piura 112 112<br />
<strong>Camposol</strong> Fresh B.V. Distribution Netherlands 100.00 100.00<br />
Ocoto Bajo Piura 31 31<br />
Madoca Corp. Holding Panama 100.00 100.00<br />
Ica Ica 175 175<br />
Grainlens Ltd. Holding Cyprus 100.00 100.00<br />
Tumbes Tumbes 462 462<br />
Blacklocust Ltd. Holding Cyprus 100.00 100.00<br />
25,089 24,881<br />
Siboure Holding Ltd. Holding Cyprus 100.00 100.00<br />
87
88 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The Group develops its activities over the following planted areas:<br />
area in Hectares (Ha)<br />
<strong>2009</strong> 2008<br />
Asparagus 2,702 2,993<br />
Avocados 2,278 1,207<br />
Mangoes 415 415<br />
Grapes 100 97<br />
Tangerine 101 57<br />
5,596 4,769<br />
The Group also has 560 Ha of area ready to plant pepper and 253 Ha for shrimp<br />
farming. As of December 31, <strong>2009</strong> the Group had planted 466 Ha of pepper in this<br />
designated area, while at December 31, 2008 did not have any pepper planted in such<br />
area.<br />
b) Group reorganization -<br />
<strong>Camposol</strong> AS was established on September 5, 2007, and was financed through a<br />
private placement on October 8, 2007. On October 17, 2007 <strong>Camposol</strong> AS acquired<br />
100% of the shares in Siboure Holding Ltd (previously known as Siboure Holdings Inc.)<br />
which held 100% of <strong>Camposol</strong> S.A.<br />
On March 3, 2008, the Company made a voluntary offer to acquire all the issued<br />
shares in <strong>Camposol</strong> AS in exchange of the shares of the Company. The shareholders<br />
of <strong>Camposol</strong> AS became shareholders of the Company, holding the same number of<br />
shares and warrants in the Company as they did in <strong>Camposol</strong> AS. As a result of this<br />
exchange, <strong>Camposol</strong> AS became a wholly-owned subsidiary. This transaction does not<br />
represent a business combination and is outside the scope of IFRS 3 (2007). There is<br />
no economic substance in terms of any real alteration of the composition or ownership<br />
of the Group. Accordingly the consolidated financial statements are presented as<br />
a continuation of the <strong>Camposol</strong> AS group using the pooling of interests method. In<br />
applying the pooling of interests method, the items of the financial statement of the<br />
combining enterprises for the period in which the combination occurred and for any<br />
comparative periods disclosed are presented as if they had been combined from the<br />
beginning of the earliest period presented.<br />
<strong>Camposol</strong> AS was liquidated on December 22, 2008 with no impact on the Group’s<br />
financial statements as all its rights and obligations were transferred to <strong>Camposol</strong><br />
Holding PLC.<br />
c) Approval of the financial statements -<br />
The <strong>2009</strong> consolidated financial statements of the Company and its subsidiaries were<br />
approved by the Board of Directors Meeting hold on April 21, 2010.<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
The principal accounting policies applied in the preparation of these consolidated<br />
financial statements are set out below. These policies have been consistently applied<br />
to all the years presented, unless otherwise stated.<br />
2.1 Basis of preparation -<br />
The consolidated financial statements of the Group have been prepared in accordance<br />
with International Financial <strong>Report</strong>ing Standards (IFRS), as adopted by the European<br />
Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113.<br />
As of the date of the authorization of the financial statements, all International Financial<br />
<strong>Report</strong>ing Standards issued by the International Accounting Standards Board (IASB)<br />
that are effective as of 1 January <strong>2009</strong> have been adopted by the EU through the<br />
endorsement procedure established by the European Commission, with the exception<br />
of the following:<br />
i) Certain provisions of IAS 39 “Financial Instruments: Recognition and Measurement”<br />
relating to portfolio hedge accounting;<br />
ii) Improvements to IFRSs <strong>2009</strong>.<br />
In addition, the following interpretations have been endorsed; however, their effective<br />
dates are not the same, although an entity may choose to early adopt them:<br />
i) IFRIC 12 “Service Concession Arrangements”;<br />
ii) IFRIC 15 “Agreements for the construction of real estate”; and<br />
iii) IFRIC 16 “Hedges of a Net Investment in a Foreign Operation”.<br />
The adoption of these standards will not have any impact on the financial statements.<br />
The consolidated financial statements have been prepared under the historical cost<br />
convention, as modified by the revaluation at fair value of biological assets and<br />
derivative financial instruments.<br />
The financial statements are presented in thousand of United States dollars (USD)<br />
unless otherwise stated. Where relevant, there are amounts expressed in Nuevo Sol<br />
(PEN), Euro (EUR), and Norwegian Kroner (NOK).<br />
The preparation of financial statements in conformity with IFRSs requires the use of certain<br />
critical accounting estimates. It also requires Management to exercise its judgment in the<br />
process of applying the Group’s accounting policies. The areas involving a higher degree<br />
of judgment or complexity, or areas where assumptions and estimates are significant to<br />
the consolidated financial statements are disclosed in Note 4.<br />
2.2 Changes in accounting policy and disclosures -<br />
a) New and amended standards adopted by the Group -<br />
The Group has adopted the following new and amended IFRSs as of January 1, <strong>2009</strong>:<br />
IFRS 7 ‘Financial instruments - Disclosures’ (amendment) - effective January 1, <strong>2009</strong>. The<br />
amendment requires enhanced disclosures about fair value measurement and liquidity<br />
risk. In particular, the amendment requires disclosure of fair value measurements by<br />
level of a fair value measurement hierarchy. As the change in accounting policy only<br />
results in additional disclosures, there is no impact on earnings.<br />
IAS 1 (revised). ‘Presentation of financial statements’ - Effective January 1, <strong>2009</strong>. The<br />
revised standard prohibits the presentation of items of income and expenses (that is,<br />
‘non-owner changes in equity’) in the statement of changes in shareholders’ equity,<br />
requiring ‘non owner changes in equity’ to be presented separately from owner changes<br />
in equity in a statement of comprehensive income. As a result the group presents in the<br />
consolidated statement of changes in stockholders’ equity all owner changes in equity,<br />
whereas all non-owner changes in equity are presented in the consolidated statement<br />
of comprehensive income. Comparative information has been re-presented so that it<br />
also is in conformity with the revised standard. As the change in accounting policy only<br />
impacts presentation aspects, there is no impact on earnings per share.<br />
IFRS 2 (amendment), ‘Share-based payment’ (effective 1 January <strong>2009</strong>) deals with<br />
vesting conditions and cancellations. It clarifies that vesting conditions are service<br />
conditions and performance conditions only. Other features of a share-based payment<br />
are not vesting conditions. These features would need to be included in the grant date fair<br />
value for transactions with employees and others providing similar services; they would<br />
not impact the number of awards expected to vest or valuation there of subsequent to<br />
grant date. All cancellations, whether by the entity or by other parties, should receive<br />
the same accounting treatment. The Group has adopted IFRS 2 (amendment) from 1<br />
January <strong>2009</strong>. The amendment did not have a material impact on the Group’s financial<br />
statements.<br />
IAS 23 ‘Borrowing costs’ (2007) deals with the mandatory capitalization of borrowing<br />
costs directly attributable to the acquisition, construction or production of a qualifying<br />
asset as part of the cost of that asset. The revised standard did not have any impact<br />
on earnings per share for <strong>2009</strong> since the Group did not present any qualifying assets.<br />
b) Adoption of new and revised IFRSs<br />
During the current year the Group adopted all the new and revised International<br />
89
90 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Financial <strong>Report</strong>ing Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January <strong>2009</strong>. This adoption did not have a material<br />
effect on the accounting policies of the Group.<br />
At the date of approval of these financial statements the following accounting standards were issued by the International Accounting Standards Board but were not yet effective:<br />
New standards / Amendments/ Interpretations<br />
IFRIC 15, ‘Agreements for the construction of real estate’<br />
Effective for annual periods<br />
beginning on or after<br />
1 January <strong>2009</strong>; (EU:31 December<br />
<strong>2009</strong><br />
New standards / Amendments/ Interpretations<br />
Adopted by the European Union<br />
Effective for annual periods<br />
beginning on or after<br />
IFRIC 16 “Hedges of a Net Investment in a Foreign Operation”<br />
1 October 2008<br />
(EU: 30 June <strong>2009</strong>)<br />
IFRIC 17 “Distributions of Non cash Assets to Owners” 1 July <strong>2009</strong><br />
IFRIC 18 “Transfers of Assets from Customers” 1 July <strong>2009</strong><br />
New standards<br />
(ii)<br />
Not adopted by the European Union<br />
IFRS 3 (Revised) “Business Combinations” 1 July <strong>2009</strong><br />
IAS 27 (Revised) “Consolidated and Separate Financial Statements” 1 July <strong>2009</strong><br />
IFRS 1 (Revised) “First Time Adoption of International Financial <strong>Report</strong>ing Standards” 1 July <strong>2009</strong><br />
Amendments<br />
<strong>Annual</strong> Improvements to IFRS (2008) re IFRS 5 “Non-current Assets Held for Sale and<br />
Discontinued Operations”<br />
Amendment to IAS 39 “Financial Instruments: Recognition and Measurement” on “Eligible<br />
Hedged Items”<br />
1 July <strong>2009</strong><br />
1 July <strong>2009</strong><br />
Amendment to IFRIC 9 and IAS 39 regarding embedded derivatives 30 June <strong>2009</strong><br />
Amendment to IFRS 7 “Financial Instruments: Disclosures” 1 January <strong>2009</strong><br />
New IFRICs<br />
IFRIC 12 “Service concession arrangements” 1 January 2008; (EU:30 March <strong>2009</strong>)<br />
New Standards<br />
IAS24 Revised “Related Party Disclosures” 1 January 2011<br />
IFRS 9 “Financial Instruments: Classification and Measurement” 1 January 2013<br />
Amendments<br />
Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement 1 January 2011<br />
<strong>Annual</strong> Improvements <strong>2009</strong> 1 January <strong>2009</strong> to 1 January 2010<br />
Amendments to IFRS2 Group Cash-settled Share-based Payment Transactions 1 January 2010<br />
Amendments to IFRS1 Additional Exemptions for First-time Adopters 1 January 2010<br />
Amendments to IAS 32 Classification of Rights Issues 1 February 2010<br />
IFRICS<br />
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2010<br />
91
92 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The Board of Directors expects that the adoption of these accounting standards in<br />
future periods will not have a material effect on the financial statements of the Group.<br />
2.3 Consolidation -<br />
The consolidated financial statements include the assets, liabilities, results and cash<br />
flows of its subsidiaries detailed in Note 1-a).<br />
a) Subsidiaries -<br />
Subsidiaries are all entities over which the Group has the power to govern the financial<br />
and operating policies by means of shareholding more than one half of the voting rights.<br />
The existence and effect of potential voting rights that are currently exercisable or<br />
convertible are considered when assessing whether the Group controls another entity.<br />
Subsidiaries are fully consolidated from the date on which control was transferred to<br />
the Group. They are de-consolidated when control ceases.<br />
b) Purchase accounting -<br />
The purchase method of accounting is used to account for the acquisition of subsidiaries.<br />
The cost of an acquisition is measured as the fair value of the assets given, equity<br />
instruments issued and liabilities incurred or assumed at the date of exchange, plus<br />
costs directly attributable to the acquisition. The fair value of the services rendered in<br />
connection with the combination is recorded in equity and included in the total cost of<br />
the business combination. Identifiable assets acquired and liabilities and contingent<br />
liabilities assumed in a business combination are measured initially at their fair values<br />
at the acquisition date. The excess of the cost of acquisition over the fair value of the<br />
Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost<br />
of acquisition is less than the fair value of the net assets of the subsidiary acquired, the<br />
difference is recognized directly in the statement of comprehensive income.<br />
Inter-company transactions, balances and unrealized gains on transactions between<br />
the Company and its subsidiaries are eliminated. Unrealized losses are also eliminated.<br />
Accounting policies of the subsidiaries have been revised and changed where<br />
necessary to ensure consistency with the policies adopted by the Group.<br />
The financial statements of subsidiaries are prepared for the same reporting period<br />
as the Group, using consistent accounting policies. All intra-group balances and<br />
transactions, including unrealized profits and losses, are eliminated in full.<br />
c) Minority interests -<br />
Minority interests represent the portion of profit or loss and net assets that is not held by the<br />
Group and are presented separately in the consolidated statement of comprehensive income<br />
and within equity in the consolidated balance sheet, separately from parent shareholders’<br />
equity. The difference between the consideration and the book value of the share of the net<br />
assets on acquisitions of minority interests is recognized in retained earnings in equity.<br />
2.4 Foreign currency translation -<br />
Functional and presentation currency -<br />
The Group’s consolidated financial information is presented in US dollars, which is its<br />
functional currency, the currency of the primary economic environment in which the<br />
holding company and all key subsidiaries operate. Each entity in the Group determines<br />
its own functional currency and items included in the financial statements of each<br />
entity are measured using that functional currency.<br />
Transactions and balances -<br />
Foreign currency transactions are translated into the functional currency using the<br />
exchange rates prevailing at the dates of the transactions or valuation where items are<br />
re-measured. Foreign exchange gains and losses resulting from the settlement of such<br />
transactions and from the translation at year-end exchange rates of monetary assets<br />
and liabilities denominated in foreign currencies are recognized in the consolidated<br />
statement of comprehensive income as other comprehensive income.<br />
Foreign exchange gains and losses that relate to borrowings and cash and cash<br />
equivalents are presented in the statement of comprehensive income within ‘finance<br />
income or cost’. All other foreign exchange gains and losses are presented in the<br />
consolidated statement of comprehensive income within ‘other (losses)/gains - net’.<br />
Group Companies -<br />
The results and financial position of all the Group entities (none of which has the<br />
currency of a hyper inflationary economy) that have a functional currency different from<br />
the presentation currency are translated into the presentation currency as follows:<br />
Assets and liabilities for each balance sheet presented are translated at the closing<br />
rate at the date of that balance sheet;<br />
Income and expenses for each income statement are translated at average exchange<br />
rates (unless this average is not a reasonable approximation of the cumulative effect of<br />
the rates prevailing on the transaction dates, in which case income and expenses are<br />
translated at the rate on the dates of the transactions); and<br />
All resulting exchange differences are recognized as a separate component of equity.<br />
On consolidation, exchange differences arising from the translation of the net<br />
investment in foreign operations, and of borrowings and other currency instruments<br />
designated as hedges of such investments, are taken to shareholders’ equity. When<br />
a foreign operation is partially disposed of or sold, exchange differences that were<br />
recorded in other reserves in the statement of net stockholders’ equity are recognized<br />
as income from continuing operations in the statement of comprehensive income as<br />
part of the gain or loss on sale.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are<br />
treated as assets and liabilities of the foreign entity and translated at the closing rate.<br />
2.5 Associates -<br />
Associates are all entities over which the group has significant influence but not control,<br />
generally accompanying a shareholding of between 20% and 50% of the voting rights.<br />
Investments in associates are accounted for using the equity method of accounting<br />
and are initially recognized at cost.<br />
The group’s share of its associates’ post-acquisition profits or losses is recognized in<br />
the statement of comprehensive income, and its share of post-acquisition movements<br />
in reserves is recognized in reserves. The cumulative post-acquisition movements are<br />
adjusted against the carrying amount of the investment. When the group’s share of<br />
losses in an associate equals or exceeds its interest in the associate, including any<br />
other unsecured receivables, the Group does not recognize further losses, unless it<br />
has incurred obligations or made payments on behalf of the associate.<br />
Unrealized gains on transactions between the group and its associates are eliminated<br />
to the extent of the group’s interest in the associates. Unrealized losses are also<br />
eliminated unless the transaction provides evidence of an impairment of the asset<br />
transferred. Accounting policies of associates have been changed where necessary to<br />
ensure consistency with the policies adopted by the group. Dilution gains and losses<br />
arising in investments in associates are recognized in the statement of comprehensive<br />
income.<br />
2.6 Property, plant and equipment -<br />
Property, plant and equipment are stated at cost less accumulated depreciation and<br />
impairment losses, except biological assets which are booked according to IAS 41.<br />
Historical cost comprises the purchase price and any cost directly attributable to<br />
bringing the asset into working condition for its intended use. Cost of replacing part<br />
of the plant and equipment is recognized in the carrying amount of the plant and<br />
equipment if the recognition criteria are satisfied. All other repair and maintenance<br />
costs are recognized in the statement of comprehensive income as incurred. The<br />
present value of the expected cost for the decommissioning of the asset after its<br />
use is included in the cost of the respective asset if the recognition criteria for a<br />
provision are met. Borrowing costs that are directly attributable to the acquisition,<br />
construction or production of a qualifying asset are capitalized as part of the cost<br />
of that asset.<br />
Subsequent costs are included in the asset’s carrying amount or recognized as a<br />
separate asset, as appropriate, only when it is probable that future economic benefits<br />
associated with the item will flow to the group and the cost of the item can be measured<br />
reliably. The carrying amount of the replaced part is derecognized. All other repairs<br />
and maintenance are charged to the statement of comprehensive income during the<br />
financial period in which they are incurred.<br />
93
94 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The cost less the residual value of each item of property, plant and equipment is<br />
depreciated over its useful life.<br />
Depreciation is calculated on a straight-line basis over the estimated useful life of<br />
individual assets, as follows:<br />
Years<br />
Buildings 33<br />
Irrigation structure 70<br />
Plant and equipment Between 5 and 10<br />
Furniture and fixtures 10<br />
Other equipment Between 3 and 10<br />
Vehicles 5<br />
Depreciation commences when assets are available for use. Land is not depreciated.<br />
The assets residual values, remaining useful lives and methods of depreciation are<br />
reviewed at each financial year end and are adjusted prospectively if appropriate.<br />
An asset’s carrying amount is written-down immediately to its recoverable amount, if<br />
the asset’s carrying amount is greater than its estimated recoverable amount.<br />
Gains and losses on disposals are determined by comparing the proceeds with the<br />
carrying amount and are recognized within ‘Other (losses)/gains – net’ in the statement<br />
of comprehensive income.<br />
2.7 Intangible assets -<br />
a) Goodwill -<br />
Goodwill is initially measured at cost being the excess of the cost of the business<br />
combination over the Group’s share of the net fair value of the acquirer’s identifiable<br />
assets, liabilities and contingent liabilities at the date of acquisition. Goodwill on<br />
acquisition of subsidiaries is included in ‘intangible assets’.<br />
After initial recognition, goodwill is recognized at cost less any accumulated impairment<br />
losses.<br />
Goodwill is tested for impairment annually (as at 31 December) and when circumstances<br />
indicate that the carrying value may be impaired. For the purpose of impairment testing,<br />
goodwill acquired in a business combination is, from the acquisition date, allocated to<br />
each of the Group’s cash-generating units that are expected to benefit from the synergies<br />
of the combination, irrespective of whether other assets or liabilities of the acquire<br />
are assigned to those units. Impairment is determined for goodwill by assessing the<br />
recoverable amount of each cash-generating unit (or group of cash-generating units) to<br />
which the goodwill relates. Where the recoverable amount of the cash-generating unit is<br />
less than their carrying amount an impairment loss is recognized.<br />
Where goodwill forms part of a cash-generating unit and part of the operation within<br />
that unit is disposed of, the goodwill associated with the operation disposed of is<br />
included in the carrying amount of the operation when determining the gain or loss<br />
on disposal of the operation. Goodwill disposed of in this circumstance is measured<br />
based on the relative values of the operation disposed of and the portion of the cashgenerating<br />
unit retained.<br />
b) Customer relationships -<br />
Customer relationships are initially recognized at fair value at the date of acquisition in a<br />
business combination and subsequently at cost less amortization over their estimated<br />
useful lives of between 2 to 20 years.<br />
The intangible asset is valued using an income approach and the “multi-period excess<br />
earnings” method. The excess of earnings is defined as the difference between aftertax<br />
operating cash flow generated by the existing customers at the acquisition date;<br />
and, the cost contribution required by the remaining assets (tangible and intangible) for<br />
maintaining the relationships with the customer. The application of the “multi-period<br />
excess earnings” requires the following estimations:<br />
Future sales attributable to the existing customer list at the acquisition date, excluding<br />
any sales from other customers without an established and clear relationship. The<br />
sales forecast for each customer, or customer category, takes into consideration<br />
organic sales growth as well as the deterioration rate for this customer list.<br />
Calculation of operating margins (EBIT), taking into account only costs related to the<br />
existing customer base at the acquisition date.<br />
c) Computer software -<br />
Acquired computer software licenses are capitalized on the basis of the costs incurred<br />
to acquire and bring to use the specific software. These costs are amortized over their<br />
estimated useful lives (four years).<br />
Costs associated with developing or maintaining computer software programmers are<br />
recognized as an expense as incurred. Costs that are directly associated with the<br />
development of identifiable and unique software products controlled by the Group,<br />
and that will probably generate economic benefits exceeding costs beyond one year,<br />
are recognized as intangible assets. Costs include the employee costs incurred as a<br />
result of developing software and an appropriate portion of relevant overheads.<br />
2.8 Impairment of non-financial assets -<br />
Assets that have an indefinite useful life are not subject to amortization and are tested<br />
annually for impairment. Assets that are subject to depreciation or amortization are<br />
reviewed for impairment whenever events or changes in circumstances indicate that the<br />
carrying amount may not be recoverable. At each reporting date the Group assesses<br />
if there are indicators of impairment and if so, or if an impairment test for an asset is<br />
required, an assessment is undertaken to determine whether the carrying values are in<br />
excess of their recoverable amount. Such review is undertaken on an asset by asset<br />
basis, except where such assets do not generate cash flows independent of other<br />
assets, in which case the assessment is undertaken at cash-generating unit level. If<br />
the carrying amount of an asset or of a cash-generating unit exceeds its recoverable<br />
amount, the asset is considered to be impaired and is written down to its recoverable<br />
amount. Impairment losses are recognized in the statement of comprehensive income.<br />
The recoverable amount of assets is the greater of their value in use or fair value<br />
less costs to sell. Fair value is based on an estimate of the amount that the Group<br />
may obtain in a sale transaction on an arm’s length basis. In assessing value in use,<br />
the estimated future cash flows are discounted to their present value using a pre-tax<br />
discount rate that reflects current market assessments of the time value of money and<br />
the risks specific to the asset. For an asset that does not generate cash inflows largely<br />
independent of those from other assets, the recoverable amount is determined for the<br />
cash -generating unit to which the asset belongs. The Group’s cash-generating units<br />
are the smallest identifiable groups of assets that generate cash inflows that are largely<br />
independent of the cash inflows from other assets or groups of assets.<br />
For assets excluding goodwill, an impairment loss is reversed if there has been a<br />
change in the estimates used to determine the recoverable amount. An impairment<br />
loss is reversed only to the extent that the asset’s carrying amount does not exceed the<br />
carrying amount that would have been determined, net of depreciation or amortization,<br />
if no impairment loss had been recognized in prior periods. Impairment losses relating<br />
to goodwill cannot be reversed in future periods.<br />
2.9 Financial assets -<br />
Classification -<br />
The Group classifies its financial assets in the following categories: at fair value through<br />
profit and loss, loans and receivables, held-to-maturity and available-for-sale. The<br />
classification depends on the purpose for which the financial assets were acquired.<br />
Management determines the classification of its financial assets at initial recognition.<br />
As of December 31, <strong>2009</strong> and 2008 the Group only holds financial assets in the<br />
category of loans and receivables.<br />
Loans and receivables -<br />
95
96 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Loans and receivables are non-derivative financial assets with fixed or determinable<br />
payments that are not quoted in an active market and for which there is no<br />
intention of trading the receivable. They are included in current assets, except<br />
for maturities greater than 12 months after the end of the reporting period. These<br />
are classified as non-current assets. The Group’s loans and receivables comprise<br />
‘trade and other receivables’ and cash and cash equivalents in the balance sheet<br />
(Notes 10 and 11).<br />
The criteria that the Group uses to determine that there is objective evidence of an<br />
impairment loss include:<br />
- Significant financial difficulty of the issuer or obligor;<br />
- A breach of contract, such as a default or delinquency in interest or principal<br />
payments;<br />
basis of an instrument’s fair value using an observable market price.<br />
If, in a subsequent period, the amount of the impairment loss decreases and the<br />
decrease can be related objectively to an event occurring after the impairment was<br />
recognized (such as an improvement in the debtor’s credit rating), the reversal of the<br />
previously recognized impairment loss is recognized in the consolidated statement of<br />
comprehensive income.<br />
of changes in equity in other reserves. The fair value of a hedging derivative is classified<br />
as a non current asset or liability when the remaining maturity of the hedged item is<br />
more than 12 months, and as a current asset or liability when the remaining maturity of<br />
the hedged item is less than 12 months. Trading derivatives are classified as a current<br />
asset or liability.<br />
Derivatives and Hedge transactions applicable to the Group are cash flow hedges.<br />
Recognition and measurement -<br />
Regular purchases and sales of financial assets are recognized on the trade-date –<br />
the date on which the group commits to purchase or sell the asset. Investments are<br />
initially recognized at fair value plus transaction costs for all financial assets not carried<br />
at fair value through profit or loss. Financial assets are derecognized when the rights<br />
to receive cash flows from the investments have expired or have been transferred<br />
and the group has transferred substantially all risks and rewards of ownership. Loans<br />
and receivables are subsequently carried at amortized cost using the effective interest<br />
method.<br />
Offsetting financial instruments -<br />
Financial assets and liabilities are offset and the net amount reported in the balance<br />
sheet when there is a legally enforceable right to offset the recognized amounts and<br />
there is an intention to settle on a net basis, or realize the asset and settle the liability<br />
simultaneously.<br />
2.10 Impairment of financial assets -<br />
The Group assesses at the end of each reporting period whether there is objective<br />
evidence that a financial asset or group of financial assets is impaired. A financial<br />
asset or a group of financial assets is impaired and impairment losses are incurred<br />
only if there is objective evidence of impairment as a result of one or more events that<br />
occurred after the initial recognition of the asset (a ‘loss event’) and that loss event<br />
(or events) has an impact on the estimated future cash flows of the financial asset or<br />
group of financial assets that can be reliably estimated.<br />
- The Group, for economic or legal reasons relating to the borrower’s financial<br />
difficulty, granting to the borrower a concession that the lender would not otherwise<br />
consider;<br />
- It becomes probable that the borrower will enter bankruptcy or other financial<br />
reorganization;<br />
- The disappearance of an active market for that financial asset because of financial<br />
difficulties; or<br />
- Observable data indicating that there is a measurable decrease in the estimated<br />
future cash flows from a portfolio of financial assets since the initial recognition of<br />
those assets, although the decrease cannot yet be identified with the individual<br />
financial assets in the portfolio, including: i) adverse changes in the payment status<br />
of borrowers in the portfolio; and ii) national or local economic conditions that<br />
correlate with defaults on the assets in the portfolio.<br />
The Group first assesses whether objective evidence of impairment exists.<br />
The amount of the loss is measured as the difference between the asset’s carrying<br />
amount and the present value of estimated future cash flows (excluding future credit<br />
losses that have not been incurred) discounted at the financial asset’s original effective<br />
interest rate. The asset’s carrying amount of the asset is reduced and the amount of<br />
the loss is recognized in the consolidated statement of comprehensive income. If a<br />
loan or held-to-maturity investment has a variable interest rate, the discount rate for<br />
measuring any impairment loss is the current effective interest rate determined under<br />
the contract. As a practical expedient, the Group may measure impairment on the<br />
Impairment testing of trade receivables is described in Note 2.14).<br />
2.11 Derivatives -<br />
Derivatives are initially recognized at fair value on the date a derivative contract is<br />
entered into and are subsequently re-measured at their fair value at each balance<br />
sheet date.<br />
The method of recognizing the resulting gain or loss depends on whether the derivative<br />
is designated as a hedging instrument, and if so, the nature of the item being hedged.<br />
The group designates certain derivatives as either:<br />
a) Hedges on the fair value of recognized assets or liabilities or a firm commitment (fair<br />
value hedge);<br />
b) Hedges on cash flow a particular risk associated with a recognized asset or liability<br />
or a highly probable forecast transaction (cash flow hedge); or<br />
c) Hedges of a net investment in a foreign operation (net investment hedge).<br />
The Group documents at inception of the transaction the relationship between hedging<br />
instruments and hedged items, as well as the risk management objectives and<br />
strategy for undertaking various hedging transactions. The Group also documents<br />
its assessment, both at hedge inception and on an ongoing basis, of whether the<br />
derivatives that are used in hedging transactions are highly effective in offsetting<br />
changes in fair values or cash flows of hedged items.<br />
Derivative instruments used for hedge purposes are disclosed in Note 3.1, a), i).<br />
Movements on the hedging reserve in equity are shown in the consolidated statement<br />
Cash flow hedge -<br />
The effective portion of changes in the fair value of derivatives that are designated<br />
and qualify as cash flow hedges is recognized in other comprehensive income. The<br />
gain or loss relating to the ineffective portion is recognized immediately in continuing<br />
operations as ‘other gains/(losses) -net’ in the statement comprehensive income.<br />
Amounts accumulated in equity are reclassified to continuing operations profit or loss<br />
in the periods when the hedged item affects profit or loss (for example, when the<br />
forecast sale that is hedged takes place). The gain or loss relating to the effective<br />
portion of interest rate swaps hedging variable rate borrowings is recognized in the<br />
statement comprehensive income within ‘finance costs’. The gain or loss relating to the<br />
ineffective portion is recognized in the statement comprehensive income within ‘other<br />
gains/(losses) - net’. However, when the forecast transaction that is hedged results<br />
in the recognition of a non-financial asset (for example, inventory or fixed assets),<br />
the gains and losses previously deferred in equity are transferred from equity and<br />
included in the initial measurement of the cost of the asset. The deferred amounts are<br />
ultimately recognized in cost of goods sold in the case of inventory or in depreciation<br />
in the case of fixed assets.<br />
When a hedging instrument expires or is sold, or when a hedge no longer meets the<br />
criteria for hedge accounting, any cumulative gain or loss existing in equity at that<br />
time remains in equity and is recognized when the forecast transaction is ultimately<br />
recognized in the statement comprehensive income. When a forecast transaction is<br />
no longer expected to occur, the cumulative gain or loss that was reported in equity is<br />
immediately transferred to the statement comprehensive income within ‘other gains/<br />
(losses) - net’.<br />
97
98 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
2.12 Biological assets -<br />
Biological assets of asparagus, avocados, mangoes, artichokes, pepper, grapes and<br />
shrimp are stated at their fair value less point of sale costs. Land and related facilities<br />
are accounted for under property, plant and equipment.<br />
Fair value is determined using the present value method at current conditions for<br />
asparagus, avocados, mangoes, artichokes, grapes, pepper and shrimp. Tangerines<br />
are stated at cost. Changes in fair value are recognized in income in the period in<br />
which they arise.<br />
For the present value method, assumptions are used to estimate the harvest volumes,<br />
cost per ton, and depletion. Cost of delivery includes all costs associated with<br />
getting the harvested agricultural and shrimp produce to the market, being harvesting<br />
and allocated fixed overheads. Future cash flows are discounted using the pre-tax<br />
weighted average cost of capital. The net change in the fair value of biological assets<br />
as of the date of the balance sheet is recognized in the statement of comprehensive<br />
income.<br />
2.13 Inventories -<br />
Inventories are valued at the lower of average cost and net realizable value.<br />
The cost of biological products is determined as the fair value less estimated point of<br />
sale costs at the time of harvest.<br />
The net realizable value is the estimated sale price in the ordinary course of business,<br />
less estimated costs to place inventories in selling condition and commercialization<br />
and distribution expenses.<br />
The cost of inventories may not be recovered if : i) those inventories are damaged or<br />
become wholly or partially obsolete; and ii) their selling prices decline or the estimated<br />
necessary costs to be incurred to make the sale increase. In such circumstances,<br />
inventories are written down to their net realizable value. The Group determines the<br />
provision for obsolescence as follows:<br />
Fresh and frozen products<br />
Preserved products<br />
100% of cost at expiration<br />
50% of cost after 2 years<br />
100% of cost at expiration<br />
The provision is estimated on an item by item basis or for groups of items with similar<br />
characteristics (same crop, market and other characteristics).<br />
2.14 Trade receivables -<br />
Current trade receivables are recognized initially at fair value and subsequently remeasured<br />
at amortized cost using the effective interest method, less any provision for<br />
impairment.<br />
A provision for impairment of trade receivables is estimated when there is objective<br />
evidence that the Group will not be able to collect all amounts due according to the<br />
original terms of the invoice. The amount of the provision is the difference between the<br />
carrying amount and the present value of the recoverable amounts and this difference<br />
is recognized in the statement of comprehensive income. Bad debts are written off<br />
when they are assessed as uncollectible.<br />
2.15 Cash and cash equivalents -<br />
For the purposes of the statement of cash flow, cash and cash equivalents comprise<br />
cash in hand, short-term deposits held with banks with an original maturity of three<br />
months or less net of bank overdrafts. Bank overdrafts are shown within borrowings in<br />
current liabilities on the balance sheet.<br />
2.16 Share capital -<br />
Ordinary shares are classified as equity. Any excess over the par value of issued<br />
shares is classified as share premium.<br />
Incremental costs directly attributable to the issue of new shares or options are shown<br />
in equity as a deduction, net of tax, from the proceeds.<br />
2.17 Share warrants -<br />
Share warrants were measured at fair value at the acquisition date and were part of the<br />
acquisition cost of the Group on October 17, 2007. At the date in which the warrants<br />
expire, fair value is transferred to retained earnings.<br />
2.18 Trade payables -<br />
Trade payables are obligations to pay for goods or services that have been acquired<br />
in the ordinary course of business from suppliers. Accounts payable are classified as<br />
current liabilities if payment is due within one year or less (or in the normal operating<br />
cycle of the business if longer). If not, they are presented as non-current liabilities.<br />
Trade payables are recognized initially at fair value and subsequently measured at<br />
amortized cost using the effective interest method when the effect of cost of money is<br />
important; otherwise these accounts are subsequently measured at their face value.<br />
2.19 Borrowings -<br />
Borrowings are recognized initially at fair value, net of transaction costs incurred.<br />
Borrowings are subsequently stated at amortized cost. Any difference between the<br />
proceeds (net of transaction costs) and the redemption value is recognized in the<br />
income statement over the period of the borrowing using the effective interest method.<br />
Fees paid on the establishment of loan facilities are recognized as transaction costs of the<br />
loan to the extent that it is probable that some or all of the facility will be drawn down. In this<br />
case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that<br />
it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment<br />
for liquidity services and amortized over the period of the facility to which it relates.<br />
Borrowings are classified as current liabilities unless the Group has an unconditional right<br />
to defer settlement of the liability for at least 12 months after the balance sheet date.<br />
2.20 Leases -<br />
The determination of whether an arrangement is or contains a lease is based on<br />
the substance of the arrangement at inception date: whether the fulfillment of the<br />
arrangement is dependent on the use of a specific asset or assets or the arrangement<br />
conveys a right to use the asset.<br />
Finance leases that transfer to the Group substantially all risks and benefits incidental<br />
to ownership of the leased items are capitalized at the inception of the lease at the<br />
fair value of the leased property, or if lower, at the present value of the minimum<br />
lease payments. Finance lease payments are apportioned between finance charges<br />
and reduction in the lease liability so as to achieve a constant rate of interest on the<br />
remaining balance of the liability. Finance costs are recognized in the statement of<br />
comprehensive income. Capitalized leased assets are depreciated over the shorter of<br />
their estimated useful life and the lease term, if there is no reasonable certainty that the<br />
Group will obtain ownership at the end of the lease term.<br />
Leases in which a significant portion of the risks and rewards of ownership are retained<br />
by the lessor are classified as operating leases. Payments made under operating<br />
leases are charged to the statement of comprehensive income on a straight line basis<br />
over the period of the lease.<br />
2.21 Current and deferred income tax -<br />
The tax expense for the period comprises current and deferred tax. Tax is recognized in<br />
the income statement, except to the extent that it relates to items recognized in other<br />
comprehensive income or directly in equity. In this case the tax is also recognized in<br />
other comprehensive income or directly in equity, respectively.<br />
The current income tax charge is calculated on the basis of the tax laws enacted or<br />
substantively enacted at the balance sheet date in the countries where the Company’s<br />
subsidiaries operate and generate taxable income. Management periodically<br />
evaluates positions taken in tax returns with respect to situations in which<br />
applicable tax regulation is subject to interpretation. It establishes provisions where<br />
appropriate on the basis of amounts expected to be paid to the tax authorities.<br />
99
100 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Deferred income tax is recognized, using the liability method, on temporary<br />
differences arising between the tax bases of assets and liabilities and their<br />
carrying amounts in the consolidated financial statements. However, the deferred<br />
income tax is not accounted for if it arises from initial recognition of an asset or<br />
liability in a transaction other than a business combination that at the time of the<br />
transaction affects either accounting nor taxable profit or loss. Deferred income tax<br />
is determined using tax rates (and laws) that have been enacted or substantially<br />
enacted by the balance sheet date and are expected to apply when the related<br />
deferred income tax asset is realized or the deferred income tax liability is settled.<br />
Deferred income tax assets are recognized only to the extent that it is probable<br />
that future taxable profit will be available against which the temporary differences<br />
can be utilized.<br />
Deferred income tax is provided on temporary differences arising on investments<br />
in subsidiaries and associates, except where the timing of the reversal of the<br />
temporary difference is controlled by the Group and it is probable that the temporary<br />
difference will not reverse in the foreseeable future.<br />
Deferred income tax assets and deferred income tax liabilities are offset, if a legally<br />
enforceable right exists to set off current tax assets against current income tax<br />
liabilities and the deferred income taxes relate to the same taxable entity and the<br />
same taxation authority.<br />
2.22 Share-based payments -<br />
The Group operates a number of equity-settled share-based compensation plans.<br />
The cost of equity settled transactions is measured by reference to the fair value of<br />
the equity instruments at the date on which they are granted using the Black and<br />
Scholes - Merton model. The cost, together with the corresponding increase in<br />
equity, is recognized on a straight-line basis over the vesting period in which the<br />
performance and/ or service conditions are fulfilled. At each balance sheet date, the<br />
Group revises its estimates of the number of options that are expected to vest and<br />
recognizes the change in cost if any, in the income statement, with a corresponding<br />
adjustment to equity.<br />
2.23 Provisions -<br />
Provisions are recognized when the Group has a present obligation (legal or<br />
constructive) as a result of a past event, it is probable that an outflow of resources will<br />
be required to settle the obligation and a reliable estimate can be made of the amount<br />
of the obligation. If the effect of the time value of money is material, provisions are<br />
determined by discounting the expected future cash flows at a pre tax rate that reflects<br />
current market assessments of the time value of money and, where appropriate, the<br />
risks specific to the liability. Where discounting is used, the increase in the provision<br />
due to the passage of time is recognized as a financial expense.<br />
2.24 Employee benefits<br />
Worker’s profit sharing and other employee benefits -<br />
In accordance with Peruvian Legislation the Group is required to provide for worker’s<br />
profit sharing equivalent to 10% of taxable income in Peru of each year. This amount<br />
is charged to the statement of comprehensive income (included in cost of sales,<br />
administrative expenses and selling expenses) and is deductible for income tax<br />
purposes.<br />
The workers’ profit sharing liability is presented in Other payables in the balance sheet.<br />
The liability is computed following the criteria of IAS 12 - Income Taxes using the balance<br />
sheet liability method recognizing the effects of temporary differences between asset<br />
and liability balances for accounting purposes and those determined for income tax<br />
purposes. The liability is measured using the workers´ profit sharing rates expected to<br />
be applied to the taxable income in the years in which these differences are recovered<br />
or eliminated. Effects corresponding to changes in workers` profit sharing rates are<br />
recognized in the results of the year in which the change is known.<br />
The Group has no pension or retirement benefit schemes.<br />
2.25 Revenue recognition -<br />
Revenue comprises the fair value of the consideration received or receivable for the<br />
sale of goods and services in the ordinary course of the Group activities. Revenue is<br />
shown net of value-added tax, returns, rebates and discounts and after eliminating<br />
sales within the Group.<br />
Revenue is recognized to the extent that it is probable that the economic benefits will<br />
flow to the Group and the revenue can be reliably measured. The following specific<br />
recognition criteria must also be met before revenue is recognized:<br />
a) Sale of goods -<br />
Sales of goods are recognized when all risks and rewards of ownership have been<br />
transferred to the buyer, usually on delivery of the goods. Sales of goods comprise:<br />
Exports of fresh products. This mainly includes fresh products of asparagus, avocado<br />
and mango. Some of these exports are invoiced at a fixed price while others on a<br />
preliminary liquidation basis (provisionally priced) which is determined on current<br />
market prices at the date of issuance of the export invoice. In the case of sales on<br />
a preliminary liquidation basis, an adjustment to the provisional price is made based<br />
on current market prices at the date agreed with the customer, usually within a period<br />
ranging from 7 to 30 days after the export delivery. The price adjustment arrangement<br />
is an embedded derivative which is separated from the sales contract at each reporting<br />
date. The value of the provisionally priced fresh products is re-measured using the<br />
forward selling price for the respective quotational period agreed with the customer<br />
until this quotational period ends. The selling price of fresh products can be measured<br />
reliably as these products are actively traded on international markets. The change in<br />
value of provisionally priced contracts is recorded as an adjustment to revenue and to<br />
trade receivables.<br />
Exports of preserved products. Revenue is recognized when export delivery conditions<br />
are met.<br />
Export of frozen products. Revenue is recognized when export delivery conditions are met.<br />
Domestic sales Revenue is recognized on delivery.<br />
b) Interest income -<br />
Revenue is recognized as interest accrues using the effective interest method.<br />
2.26 Costs and expenses -<br />
The cost of sales corresponds to the cost of production of goods sold, and is<br />
recorded simultaneously with the recognition of revenue. Other costs and expenses<br />
are recognized on an accrual basis and recorded in the periods to which they are<br />
related.<br />
2.27 Dividend distribution -<br />
Dividend distribution to the Group’s shareholders is recognized as a liability in the<br />
consolidated financial statements in the period in which the dividends are approved<br />
by the shareholders.<br />
2.28 Contingencies -<br />
Contingent liabilities are not recognized in the financial statements and are disclosed<br />
in notes to the financial statements unless their occurrence is estimated as remote.<br />
Contingent assets are not recognized in the financial statements and are disclosed<br />
only if their realization is assessed as probable.<br />
2.29 Segment <strong>Report</strong>ing -<br />
Operating segments are reported in a manner consistent with the internal reporting<br />
provided to the chief operating decision-maker. The chief operating decision-maker,<br />
who is responsible for allocating resources and assessing performance of the operating<br />
segments, has been identified as the Board of Directors that makes strategic decisions.<br />
3 RISK MANAGEMENT<br />
3.1 Financial risk factors<br />
101
102 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The Group’s activities expose it to a variety of financial risks: market risk (including<br />
currency risk, fair value interest rate risk, cash flow interest rate risk and price risk),<br />
credit risk and liquidity risk.<br />
The Group’s senior management and the Board of Directors oversee the management<br />
of these risks and implement a risk management program aiming at reducing to a<br />
minimum any potential adverse effect on the Group’s financial performance.<br />
a) Market and operational risks<br />
Almost all of the Group’s products are sold in the international market. A further<br />
economic slowdown in the key markets may cause lower sales volumes and prices,<br />
and losses on trade receivables.<br />
The financial position and future development of the Group will depend significantly on<br />
the sales prices of its fruit and vegetables produce. The Group produces fresh, frozen<br />
and preserved products. Fresh products tend to be more profitable, followed by frozen<br />
products and finally preserved goods. However the complexity of production and the<br />
distribution logistics are greater in the case of fresh and frozen products compared to<br />
preserved goods. In this way there is an inversely proportional relationship between<br />
profitability and commercial complexity of the product type.<br />
Fresh products, because of their very nature, have a much quicker rotation and almost<br />
no inventory of finished products. Preserved products may be stored for up to 5 years<br />
and this means that in the distribution chain there are times of very high or very low<br />
inventories that have a significant impact on prices.<br />
Natural phenomena such as the cold or hot ocean currents of “El Niño” and “La Niña”,<br />
present a threat to farming during half of the year.<br />
“La Niña” generally means that the winter is colder than usual and this has a positive or<br />
negative repercussion on our activities according to the crop. For example, in the case<br />
of avocado, the cold weather reduces the rate at which the fruit grows and it reaches<br />
its period for harvesting at a lower weight per fruit than usual. In the case of asparagus,<br />
however, although growth is slow during the period of the cold current, the plants that<br />
are maturing and will be harvested at the end of the year have volumes well in excess<br />
of the average.<br />
“El Niño”, which is usually predictable some months in advance, increases the<br />
temperature in both summer and winter. This phenomenon benefits the avocado<br />
plant, producing a fruit of greater weight but on the other hand it reduces the harvest<br />
levels of asparagus in the months following warmer weather.<br />
i) Foreign exchange risk -<br />
The Group buys and sells its products and services and obtains funding for its working<br />
capital and investments mainly in its functional currency. A minor proportion of the<br />
Group’s costs are incurred in Nuevo Sol and therefore the financial results are not<br />
significantly affected by exchange rate fluctuations between the US Dollar and the<br />
Nuevo Sol. However, on significant transactions management evaluates and decides<br />
the use of economically hedge contracts to hedge any possible risk of adverse changes<br />
in the foreign currency rate that will affect the cash outflows.<br />
As of December 31, <strong>2009</strong> and 2008 the Group had the following assets and liabilities<br />
in Nuevo Sol (PEN) and Euros:<br />
<strong>2009</strong> Total 2008 Total<br />
PEN000 €000 USD000 PEN000 €000 USD000<br />
Assets -<br />
Available funds 2,255 1,103 2,360 1,170 1,846 (2,930)<br />
Accounts receivable 28,177 6,966 (19,729) 38,513 8,569 (24,137)<br />
30,432 8,069 (22,089) 39,683 10,415 (27,067)<br />
Liabilities -<br />
Bank overdrafts and loans 491 - 170 864 74 (378)<br />
Accounts payable 51,705 1,500 (20,040) 30,9851,912 (12,517)<br />
52,196 1,500 (20,210) 31,849 1,986 (12,895)<br />
(Liability) asset position, net (21,764) 6,569 (1,879) 7,834 8,429 (14,172)<br />
103
104 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The following table demonstrates the sensitivity to a reasonably possible change in<br />
Nuevo Sol exchange rate and Euro exchange rate for twelve months, with all other<br />
variables held constant, on the Group’s profit before tax:<br />
increase/ Effect on increase/ Effect on<br />
decrease in profit decrease in profit<br />
PEN rate before tax € rate before tax<br />
usd000<br />
usd000<br />
<strong>2009</strong> + 4% ( 93) + 4% 421<br />
- 4% ( 100) - 4% ( 421)<br />
2008 + 4% ( 96) + 4% 464<br />
- 4% 104 - 4% ( 465)<br />
<strong>Camposol</strong> S.A. entered into a derivative transaction (Cross Currency SWAP) with<br />
Credit Suisse with an original maturity as of to hedge its exposure to the risk of adverse<br />
changes in the foreign currency rate that will affect the cash outflows to settle its<br />
monthly payroll denominated in Nuevo Sol amounting to PEN 5,993,000.<br />
In this context the Group defined the hedging relationship as a cash flow hedge. The<br />
hedging instrument was the Cross Currency Swap, the hedged item corresponded to<br />
the cash outflows in Nuevo Sol for the settlement of its payroll in the amount of PEN<br />
5,993,000 (highly probable forecasted transaction) and the risk hedged corresponded<br />
to the exposure to changes in the foreign exchange rate of Nuevo Sol to U.S Dollar.<br />
As of December 31, 2008, the fair value of the Cross Currency SWAP represented<br />
a loss of USD11,093 thousand. On 19 October <strong>2009</strong> <strong>Camposol</strong> and Credit<br />
Suisse agreed to unwind the USD/PEN Cross Currency SWAP mentioned above.<br />
At that date the swap fair value estimated by the Group approximates to zero<br />
and therefore, the loss recorded as of December 31, 2008 was reversed. As a<br />
consequence the Group no longer holds any currency hedging instrument. The<br />
terms agreed did not involve any cost or cash payment to <strong>Camposol</strong> or Credit<br />
Suisse. The decision was made in order to reduce the risk of the Group from<br />
future fluctuation of the derivative market value that might require margin calls<br />
from its counterparty.<br />
As of December 31, <strong>2009</strong> and 2008, the effect of the Cross Currency SWAP is shown<br />
in one line at the consolidated statement of comprehensive income.<br />
The following table demonstrates the sensitivity to a reasonably possible change in<br />
Nuevo Sol exchange rate with all other variables held constant on the valuation of the<br />
cash flow hedge as of December 31, 2008:<br />
increase/<br />
decrease in<br />
PEN rate<br />
Effect on<br />
Valuation<br />
Hedge<br />
usd000<br />
2008 +4% 1,505)<br />
-4% ( 1,505)<br />
ii) Interest rate risk -<br />
Changes in interest rates impact primarily loans and borrowings by changing either<br />
their fair value (fixed rate debt) or their future cash flows (variable rate debt).<br />
Since all interest bearing loans and borrowings have a fixed interest rate, the Group is<br />
not exposed to cash flow interest rate risk.<br />
Fixed rate borrowings of the Group are renegotiated at market rates on a timely basis,<br />
in order to reduce the Group´s exposure to fair value interest rate risk.<br />
b) Credit risk -<br />
Credit risk is the risk that counterparty will not meet its obligations under a financial<br />
instrument or customer contract leading to a financial loss. The Group is exposed to<br />
credit risk on trade and other receivables and deposits with banks.<br />
The Group places its excess funds with top ranked financial institutions (institutions<br />
with no history of default and prestigious locally).<br />
The maximum exposure to credit risk is the carrying amount of accounts receivable<br />
as shown on the balance sheet. Sales transactions are carried out with a number of<br />
different counterparties, which mitigates credit risk concentration.<br />
The Group seeks for external assistance to evaluate the rating of the possible new<br />
customer. With this information, a credit limit for the customer is set. As of December<br />
31, <strong>2009</strong>, the Group has had commercial relationship longer than 6 months. As of<br />
December 31, <strong>2009</strong> and 2008, no credit limits had been breached.<br />
The accounts receivable from a single customer represent 8 per cent of the balance as<br />
of December 31, <strong>2009</strong> (24 per cent as of December 31, 2008). All new transactions with<br />
this customer are being executed with letters of credit to mitigate credit risk exposure.<br />
In addition, the Group has a multimarket credit insurance coverage over the exports<br />
of fresh and preserved products in an aggregate amount up to USD40 million at<br />
December 31, <strong>2009</strong> (USD42 million at December 31, 2008).<br />
c) Liquidity risk -<br />
The Group has sufficient credit capacity to have access to credit lines with top ranked<br />
financial institutions (institutions with no history of default and prestigious locally) under<br />
market terms. In addition, the Group develops new bank relationships in order to have<br />
adequate funding available all the time. However, with the current world financial crisis<br />
there is risk that banks may revise the terms of the lines of credit.<br />
The table below analyses the Group’s financial liabilities into relevant maturity groupings<br />
based on the remaining period at the balance sheet to the contractual maturity date:<br />
Total<br />
<strong>2009</strong> -<br />
Between 1 Between 2<br />
Within 1 year and 2 years and 5 years<br />
usd000 usd000 usd000 usd000<br />
Long - term debt 15,059 21,950 34,028 71,037<br />
Trade payables 20,262 - - 20,262<br />
Other payables 6,614 - - 6,614<br />
Bank loans 9,285 - - 9,285<br />
2008 -<br />
51,220 21,950 34,028 107,198<br />
Long - term debt 15,868 22,042 44,317 82,227<br />
Trade payables 25,126 - - 25,126<br />
Other payables 5,730 - - 5,730<br />
Bank loans 16,456 - - 16,456<br />
63,180 22,042 44,317 129,539<br />
105
106 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
3.2 Capital risk management<br />
The Group objectives when managing capital are to safeguard the Group’s ability to<br />
continue as a going concern and to maintain an optimal capital structure to reduce<br />
the cost of capital. In order to maintain or adjust the capital structure, the Group may<br />
adjust the amount of dividends paid to shareholders, return capital to shareholders,<br />
issue new shares or sell assets to reduce debt.<br />
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated<br />
as net debt divided by total capital plus net debt. Net debt is calculated as total<br />
borrowings, less cash and cash equivalents. Total capital is calculated as equity as<br />
shown in the consolidated balance sheet, less unrealized gains reserve.<br />
As of December 31, <strong>2009</strong> and 2008, the Group’s strategy was to maintain the gearing<br />
ratio in no more than 1.<br />
The gearing ratios at December 31, <strong>2009</strong> and 2008 were as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Bank loans 9,285 16,456<br />
Long - term debt 56,954 66,354<br />
Less available funds ( 5,696) ( 5,770)<br />
Net debt 60,543 77,040<br />
Equity attributable to owner of the parents 234,417 221,136<br />
Equity and net debt 294,960 298,176<br />
Gearing ratio 0.20 0.26<br />
The decrease in the gearing ratio in <strong>2009</strong> is due to the decrease in the balance of the<br />
long term debt.<br />
3.3 Fair value estimation -<br />
Effective 1 January <strong>2009</strong>, the Group adopted the amendment to IFRS 7 for financial<br />
instruments measured at fair value. The amendment requires to disclose fair value<br />
measurements by level of fair value measurement hierarchy, as follows:<br />
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).<br />
Inputs other than quoted prices included within level 1 that are observable for the<br />
asset or liability, either directly (that is, as prices) or indirectly (that is, derived from<br />
prices) (level 2).<br />
Inputs for the asset or liability that are not based on observable market data (that is,<br />
unobservable inputs) (level 3).<br />
The following table presents the Group’s liabilities that are measured at fair value at 31<br />
December <strong>2009</strong>:<br />
level 1 level 2 level 3 Total balance<br />
usd000 usd000 usd000 usd000<br />
Share warrants - 2,050 - 2,050<br />
Share options - 914 - 914<br />
- 2,964 - 2,964<br />
The instrument is included in level 3, since significant inputs are not based on observable<br />
market data. Specific valuation techniques used to value financial instruments include<br />
discounted cash flow analysis.<br />
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS<br />
Critical accounting estimates and assumptions<br />
The Group makes estimates and assumptions concerning the future. The resulting<br />
accounting estimates will, by definition, seldom equal the related actual results.<br />
The estimates and assumptions that have a significant risk of causing a material<br />
adjustment to the carrying amounts of assets and liabilities within the next financial<br />
year are discussed below.<br />
Critical accounting estimates made by management are continually evaluated and<br />
are based on historical experience and other factors, including expectation of future<br />
foreseeable events that are believed to be reasonable under the circumstances.<br />
Management performs sensitivity analyses of the estimates made as a way of<br />
determining the related error margins.<br />
The most significant use of judgment is the estimation of the fair value of biological<br />
assets, including asparagus, avocados, mangoes, artichokes, pepper and shrimp.<br />
The inputs to the valuation models are derived from observable market data where<br />
possible, but where observable market data are not available, judgment is required<br />
to establish fair values. The judgments include considerations of plantation volumes,<br />
cost per ton, depletion and the discount rate used to estimate the present values.<br />
The valuation of biological assets is described in more detail in Note 8. Management<br />
performs sensitivity analyses of the cash flow performed as a way of determining the<br />
related error margins.<br />
The estimates and assumptions that have a significant risk of causing a material<br />
adjustment to the carrying amounts of assets and liabilities within the next financial<br />
year are addressed below.<br />
- Determination of functional currency - Note 2.4<br />
Management has determined that its functional currency is the U.S. dollar based on the<br />
fact that it is the currency in which the prices of the Group’s products are denominated,<br />
sales and accounts receivable are stated and collected, and is the currency in which a<br />
significant portion of the Group’s production costs are incurred and settled.<br />
- Recognition and determination of useful lives of customer relationships - Note 2.7.b<br />
At the date of acquisition, the Group valued the customer relationships (trained and<br />
assembled workforce, customer and distribution relationships) using an income<br />
approach and the “multi-period excess earnings”, to estimated the accounting value<br />
that should be recognized as intangible assets. The useful life of this intangible asset<br />
was determined to be between 2 to 20 years and based on the estimated cash flows to<br />
be generated in the future.<br />
Customer relationships are amortized on a straight-line basis over their estimated<br />
useful live.<br />
Revenue forecasts for intangible assets represent management’s best estimates and<br />
are based on actual revenues earned for similar assets and such forecasts are reviewed<br />
by management at last annually. Ultimate responsibilities for revenue forecasts rest with<br />
the Group’s Management. The main factors which could influence the Group’s revenue<br />
forecasts and ultimately the amortization of intangibles are: growth expectation, future<br />
financial crisis and political risk.<br />
If any one of the factors or assumptions, on which the revenue forecasts above are<br />
based, were to decrease by more than 10%, then the carrying value of the customer<br />
relationships would decrease by more than US$750,000.<br />
- Review of asset carrying values and impairment charges - Notes 2.7 and 7<br />
The Group estimates that the value of its permanent assets will be recovered in the<br />
normal course of its operations. Its estimate is supported by assumptions regarding<br />
the international price of its products, world production levels and the estimates of<br />
future production of the Group. At the date of the financial statements the available<br />
projections of these variables show trends favorable to the interests of the Group which<br />
supports the recovery of its permanent assets. Management performs sensitivity<br />
107
108 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
analyses of the impairment testings performed on its assets as a way of determining<br />
the related error margins.<br />
5 PROPERTY, PLANT AND EQUIPMENT<br />
- Estimation of deferred income and workers profit sharing - Note 2.21<br />
Determination of the tax obligations and expenses requires interpretations of the<br />
applicable tax laws and regulations. The Group receives advice from professional legal<br />
tax counsel before making any decision on tax matters. Even though Management<br />
considers its estimates are prudent and appropriate, differences of interpretation may<br />
arise with the interpretation of norms made by Tax Authorities that may require future<br />
tax adjustments. The Group recognizes liabilities for situations observed in preliminary<br />
tax audits based on estimates as to whether the payment of additional taxes is<br />
required. When the final tax result of these situations is different from the amounts that<br />
were initially recorded, the differences are charged to the current and deferred income<br />
tax assets and liabilities in the period in which this fact is determined.<br />
Opening Closing net book<br />
balance additions disposals Adjustments Transfers balance value<br />
usd000 usd000 usd000 usd000 usd000 usd000 usd000<br />
<strong>2009</strong><br />
Cost<br />
Land 38,654 33 - - - 38,687<br />
Buildings and other<br />
constructions 25,803 40 (4,167) (2) 1,845 23,519<br />
Plant and equipment 42,195 115 (1,920) (1) 5,744 46,133<br />
Furniture, fixtures and<br />
other equipment 4,806 124 - (19) 65 4,976<br />
Vehicles 3,238 39 (51) - 13 3,239<br />
Construction in progress 11,012 3,523 - (428) (7,667) 6,440<br />
125,708 3,874 (6,138) (450) - 122,994<br />
109
110 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
2008<br />
<strong>2009</strong><br />
Accumulated depreciation<br />
Opening Closing net book<br />
balance Additions disposals Adjustments Transfers balance value<br />
usd000 usd000 usd000 usd000 USD000 usd000 usd000<br />
Land - - - - - - 38,687<br />
Buildings and other<br />
constructions (672) (878) 244 (55) (65) (1,426) 22,093<br />
Plant and equipment (3,297) (3,974) 231 - (348) (7,388) 38,745<br />
Furniture, fixtures and<br />
other equipment (895) (712) - - 231 (1,376) 3,600<br />
Vehicles (484) (604) 29 - 182 (877) 2,362<br />
Construction in progress - - - - - - 6,440<br />
Total (5,348) (6,168) 504 (55) - (11,067) 111,927<br />
Cost<br />
Land 34,460 3,073 316 805 38,654<br />
Buildings and other<br />
constructions 13,975 125 (53) (130) 11,886 25,803<br />
Plant and equipment 31,926 4,302 (160) (44) 6,171 42,195<br />
Furniture, fixtures and<br />
other equipment 2,458 946 (2) (10) 1,414 4,806<br />
Vehicles 1,619 1,187 (247) (18) 697 3,238<br />
Construction in progress 10,298 21,349 - 338 20,973 11,012<br />
Total 94,736 30,982 (462) 452 - 125,708<br />
Accumulated depreciation<br />
Land - - - - - - 38,654<br />
Buildings and other<br />
constructions (119) (595) 52 (10) - ( 672) 25,131<br />
Plant and equipment (317) (3,104) 31 93 - ( 3,297) 38,898<br />
Furniture, fixtures and<br />
other equipment (109) (772) 1 (15) - ( 895) 3,911<br />
Vehicles (134) (639) 182 107 - ( 484) 2,754<br />
Construction in progress - - - - - - 11,012<br />
Total (679) (5,110) 266 175 - (5,348) 120,360<br />
111
112 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
a) <strong>Camposol</strong> did not made any important acquisition of fixed assets in <strong>2009</strong>.<br />
Acquisitions of 2008 include the Project Yakuy - Minka (7A) for USD17,4 million which<br />
consists of land and land preparation, an irrigation channel and irrigation equipment<br />
for crops on 3,654 Area. The extension of the structure constructed for the water<br />
transfer was of 7.4 kilometers. The total cost of the irrigation channel was USD10.1<br />
million and its useful life was estimated at 70 years, with nil residual value.<br />
b) As of December 31, <strong>2009</strong> the balance of construction in progress comprises mainly<br />
complementary works to main 7A Project of USD4.5 million.<br />
c) As of December 31, <strong>2009</strong>, property, plant and equipment include fixed assets<br />
acquired under finance leases for USD5,275,000 (USD5,465,000 in 2008) net of their<br />
corresponding accumulated depreciation, which are secured on the same assets.<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Cost of sales (Note 22) 5,242 4,954<br />
Administrative expenses (Note 23) 900 144<br />
Selling expenses (Note 24) 26 12<br />
6,168 5,110<br />
Bank borrowings are secured by fixed assets the value of which amounts to USD70<br />
million in <strong>2009</strong> and 2008.<br />
The summarized financial information for this associated company for the year as a<br />
whole:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Total assets 2,945 2,219<br />
Total liabilities 1,892 1,534<br />
Total revenue 4,300 3,041<br />
Gain (loss) for the year 370 ( 197)<br />
7 INTANGIBLE ASSETS<br />
The movement of the cost and the accumulated amortization of intangibles assets is<br />
a follows:<br />
<strong>2009</strong><br />
accumulated<br />
Cost amortization net<br />
usd000 usd000 usd000<br />
Goodwill 16,279 - 16,279<br />
Customer relationships 9,566 (2,257) 7,309<br />
d) As of December 31, <strong>2009</strong> and 2008, property, plant and equipment is insured up<br />
to a value of USD40 million. Management believes that this policy is consistent with<br />
international practices in the industry and takes into account the nature of the assets<br />
in estimating the risk of eventual losses.<br />
e) As of December 31, <strong>2009</strong> this account includes fixed assets for the production of<br />
artichokes with a net book value of USD2,992,000. The Group decided to discontinue<br />
the production of artichokes. The Group leased all of its artichoke producing land.<br />
Approximately 30% of the relevant machinery and equipment for this line was<br />
transferred in <strong>2009</strong> to the production of preserved pepper, preserved asparagus, and<br />
frozen plant and 70% of the machinery will be sold to third parties. As of December<br />
31, <strong>2009</strong>, the realization value was estimated to be higher than book value.<br />
f) The total depreciation for the years <strong>2009</strong> and 2008 includes USD1,454,000 that<br />
corresponds to the depreciation of the fair value of acquired assets in business<br />
combination (see Note 7).<br />
6 INVESTMENTS IN ASSOCIATED COMPANIES<br />
% share<br />
in the capital stock <strong>2009</strong> 2008<br />
% usd000 usd000<br />
Empacadora de Frutos Tropicales S.A.C. 40.0 422 274<br />
On September 30, 2006 <strong>Camposol</strong> S.A. participated in the incorporation of<br />
Empacadora de Frutos Tropicales S.A.C (Empafrut), a Peruvian company engaged in<br />
the processing and commercialization of fresh fruits products, mainly mangoes. The<br />
cost of the investment was USD600,000.<br />
Total equity 1,050 685<br />
Software 3,382 (384) 2,998<br />
2008<br />
29,227 (2,641) 26,586<br />
Goodwill 16,279 - 16,279<br />
Customer relationships 9,566 (1,340) 8,226<br />
Software 3,174 (99) 3,075<br />
29,019 (1,439) 27,580<br />
Amortization of USD917,000 (USD1,109,000 for 2008) is included in selling expenses<br />
and USD285,000 (USD99,000 for 2008) in administrative expenses in the consolidated<br />
statement of comprehensive income.<br />
Goodwill -<br />
g) The allocation of depreciation charge is a s follows:<br />
The Group’s share in the earnings of this company is USD148,000 (losses of USD79,000<br />
in 2008).<br />
On October 17, 2007, <strong>Camposol</strong> AS acquired 100% of the share capital of Siboure<br />
Holding Inc., parent of <strong>Camposol</strong> S.A.; as a result of this operation the Group<br />
recognized a goodwill.<br />
113
114 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Goodwill is the difference between the cost of the business combination and the<br />
Group’s share of the net fair values of the acquiree’s identifiable assets, liabilities<br />
and contingent liabilities at the date of acquisition.<br />
The goodwill is attributable mainly to the workforce of the acquired business and<br />
the systems and processes of the acquired companies which do not meet the<br />
criteria to be separately recognized in the financial statements as per IFRS.<br />
Impairment tests for goodwill -<br />
An impairment test for goodwill was performed by comparing the value in use of<br />
the assets acquired and their carrying value (including goodwill). To estimate the<br />
value in use, the Group has used the following assumptions:<br />
Projections are based on the Group’s forecasts approved by management<br />
A 10-year term of cash flows has been used in the calculation, as the forecasted<br />
cash flows can be based on reasonable and reliable assumptions.<br />
Projections do not include cash inflows or outflows from financing activities or from<br />
income tax payments.<br />
Future cash flows are pre-tax and are estimated at current values (no effect due to<br />
inflation has been considered), thus, the discount rate is a pre-tax real rate.<br />
The discount rate is deemed to be the `Group’s WACC of 10,7% as this rate is<br />
affected by the specific industry and market risks, therefore it represents market<br />
current conditions.<br />
Goodwill is allocated to a single cash-generating unit. The results of reportable<br />
segments do not show significant dispersion; therefore no significant difference<br />
would arise from performing the calculation at a lower level of cash-generating<br />
units.<br />
Cash flows projections encompass the entire cash flows expected to be generated<br />
in the normal course of business, including the cash flows that relate to biological<br />
assets. All non-current assets have been grouped as a single asset.<br />
The fair value of the discount in share premium is calculated as the difference<br />
between share premium paid by the investors and share premium paid by the<br />
founding shareholder. The fair value of warrants and options was estimated by<br />
external professional values.<br />
The recoverable amount of a CGU is determined based on value-in-use calculations.<br />
These calculations use pre-tax cash flow projections based on financial budgets<br />
approved by management covering a ten-year period. Cash flows beyond the<br />
five-year period are extrapolated using the estimated growth rates stated below.<br />
The growth rate does not exceed the long-term average growth rate for a similar<br />
business in which the CGU operates.<br />
The key assumptions used for value-in-use calculations in <strong>2009</strong> and 2008 are as<br />
follows:<br />
<strong>2009</strong> 2008<br />
% %<br />
Gross margin 29 27<br />
Growth rate 27 10<br />
Discount rate 10.7 10.7<br />
These assumptions have been used for the analysis of each CGU within the operating<br />
segment.<br />
Management determined budgeted gross margin based on past performance and its<br />
expectations of market development. The weighted average growth rates used are<br />
consistent with the forecasts included in industry reports. The discount rates used are<br />
pretax and reflect specific risks relating to the relevant operating segment.<br />
Even if the gross margin and growth rate applied to the discounted cash flows for <strong>2009</strong><br />
had been amended to 10% and 22% respectively, the Group would not need to<br />
recognize any goodwill impairment.<br />
Customer relationships -<br />
The relationships with customers established over time become a valuable<br />
intangible for the Group. The loyalty of the customers has had a positive impact<br />
on sales and profits during the last 10 years of operation of <strong>Camposol</strong> Group,<br />
allowing it to have foreseeable growth.<br />
Predictable commercial relationships generate a set of economic benefits for<br />
the Group, including increased sales and minimization of the risks of sharp<br />
fluctuations in sales. Currently, <strong>Camposol</strong> has a base of 197 customers, 24 of<br />
which explain 70 per cent of sales (according to <strong>2009</strong> commercial statistics).<br />
At the date of acquisition, customer relationships were assigned a fair value<br />
using the income approach and the “multi-period excess earnings” method to<br />
calculate the excess of earnings attributable to customer relationships during<br />
their economic life. The excess of earnings is defined as the difference between:<br />
• After-tax operating cash flow generated by the existing customers at the<br />
acquisition date; and,<br />
• Cost contribution required by the remaining assets (tangible and intangible)<br />
for maintaining the relationships with customer<br />
The application of the “multi-period excess earnings” requires the following<br />
estimations:<br />
• Future sales attributable to the existing customers with an established<br />
relationship. The sales forecast for each customer, or customer category,<br />
must take into consideration organic sales growth as well as the deterioration<br />
rate for this customer list.<br />
• Calculation of operating margins (EBIT), taking into account only costs<br />
related to the existing customer base at the acquisition date.<br />
The useful life of customer relationships is amortized over their estimated useful<br />
lives which range from 2 to 20 years.<br />
8 BIOLOGICAL ASSETS<br />
The Group measures the value of agricultural plants and shrimps using the<br />
expected cash flows for the production of each of its biological assets. The cash<br />
flows included in the projections are discounted at the rate of 10.7%. Tangerine<br />
is stated at cost as a reliable estimate of fair value cannot be made due to the<br />
fact that is a recent plantation.<br />
The net effect of the IAS 41 fair value adjustment is USD18,382,000 (USD12,184,000<br />
in 2008), and is determined as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
USD000<br />
Change in fair value of biological assets 25,485 28,660<br />
Net cost of permanent plantations<br />
and maintenance ( 1,456) ( 11,584)<br />
Adjustment from change in fair value of biological assets 24,029 17,076<br />
Deferred income tax and workers’ profit sharing ( 5,647) ( 4,192)<br />
IAS 41 adjustment, net of deferred taxes 18,382 12,884<br />
115
116 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The net cost of permanent plantations and maintenance of farms is as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
New Plants (6,590) 11,456<br />
Change products in process (5,066) 737<br />
Change fair value of harvest product (68) (609)<br />
Net Cost of permanent plant (1,456) 11,584<br />
The amortization of permanent plantations at cost for the year <strong>2009</strong> is USD3,443<br />
thousand (USD1,823 thousand in 2008).<br />
The main assumptions used to estimate the fair values of the biological assets were<br />
as follows:<br />
Asparagus:<br />
• 61 lots in Agromás, Pur Pur, Mar Verde, Gloria, Agricultor, Aeropuerto, Oasis, San<br />
José, Sincromax, Terra and Yakuy Minka.<br />
• Lots have a useful life of 10 years.<br />
• Each harvest cycle lasts 6 months.<br />
• Assumes reduction of production in year 2018 due to the “Fenómeno del Niño”.<br />
Avocados:<br />
• 48 lots in Frusol, Agromás and Yakuy Minka.<br />
• Lots have a useful life of 20 years.<br />
• Every harvest cycle lasts 1 year.<br />
• Assumes reduction of production in year 2018 due to the “Fenómeno del Niño”<br />
• Lots have their first harvest after 3 years from planting<br />
Mangoes:<br />
• 8 lots in Atypsa, Balfass and Dunas.<br />
• Parcels have a useful life of 20 years. -Every harvest cycle lasts 1 year.<br />
• Assumes reduction of production in year 2018 due to the “Fenómeno del Niño”.<br />
• Lots have their first harvest after 3 years from planting<br />
Grapes:<br />
• 2 lots in Agroalgre.<br />
• The lots have a useful life of 20 years.<br />
• Each harvest cycle last 1 year.<br />
Pepper:<br />
• 6 lots lands from Terra<br />
• The lots have a useful life of 8 months.<br />
• Each harvest cycle last 8 months including preparation, maintenance and harvest.<br />
Shrimps:<br />
• 48 shrimp farms that cover an area of 252 Area<br />
• Each has a useful life of 180 days, approximately 25 weeks.<br />
• Each harvest cycle of shrimps lasts approximately 25 weeks, including preparation,<br />
maintenance and harvest.<br />
The movement for the period in the fair value of biological assets is as follows:<br />
<strong>2009</strong><br />
Additions and<br />
Opening balance Deductions Closing balance<br />
Estimated<br />
Estimated<br />
change change less non<br />
in market in market final current current<br />
area value area value area balance portion portion<br />
usd000 usd000 usd000 usd000 usd000 usd000 usd000 usd000<br />
Asparagus 2,990 71,611 ( 291) ( 29,225) 2,699 42,386 (7,951) 34,435<br />
Avocados 1,193 32,585 1,085 42,616 2,278 75,201 (3,084) 72,117<br />
Mangoes 415 6,051 - 2,387 415 8,438 (1,431) 7,007<br />
Pepper 266 908 (50) (421) 216 487 (487) -<br />
Shrimp 245 3,155 126 ( 1,077) 371 2,078 (2,078) -<br />
Grapes 51 888 49 10,582 100 11,470 - 11,470<br />
Tangerine 45 150 56 623 101 773 - 773<br />
5,205 115,348 975 25,485 6,180 140,833 (15,031) 125,802<br />
117
118 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The movement for the year <strong>2009</strong> includes the cost of crops amounting to USD1.4 millions.<br />
2008<br />
Additions and<br />
Opening balance Deductions Closing balance<br />
Estimated<br />
Estimated<br />
change change less non<br />
in market in market final current current<br />
area value area value area balance portion portion<br />
usd000 usd000 usd000 usd000 usd000 usd000 usd000 usd000<br />
Asparagus 3,318 57,470 (328) 14,141 2,990 71,611 (7,885) 63,726<br />
Avocados 840 18,370 (353) 14,215 1,193 32,585 (3,234) 29,351<br />
Mangoes 499 7,798 (84) (1,747) 415 6,051 (204) 5,847<br />
Pepper 268 871 (2) 37 266 908 (908) -<br />
Shrimp 224 2,179 21 976 245 3,155 (3,155) -<br />
Grapes - - 51 888 51 888 - 888<br />
Tangerine - - 45 150 45 150 - 150<br />
5,149 86,688 56 28,660 5,205 115,348 (15,386) 99,962<br />
The increase of USD25.5 million is explained mainly due to the addition of new planted areas of avocado and grapes.<br />
The movement of the year 2008 included the cost of crops amounting to USD11.6 millions.<br />
9 INVENTORIES<br />
Finished products:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Artichokes 626 6,638<br />
Asparagus 13,863 20,997<br />
Peppers 2,953 4,544<br />
Avocados 206 95<br />
Mangoes 903 420<br />
Other 1,285 1,104<br />
(19,836) 33,798<br />
Supplies (5,885) 9,303<br />
Containers (6,777) 9,441<br />
Raw material and others (1,652) 2,275<br />
Product in process (21) 98<br />
In-transit raw material and supplies 362 3,122<br />
34,533 58,037<br />
Provision for obsolescence of inventories (2,500) -<br />
(32,033) 58,037<br />
10 OTHER ACCOUNTS RECEIVABLE<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Value added tax 3,910 5,315<br />
Drawback import duties 2,710 4,580<br />
Income tax credit 2,556 1,781<br />
Due from employees 593 1,232<br />
Prepayments to suppliers 823 680<br />
Accounts receivable for sale of fixed assets 855 -<br />
Related companies (Note 20) 44 -<br />
Other (1,550) 1,033<br />
13,041 14,621<br />
Less:<br />
Allowance for doubtful accounts (596) ( 544)<br />
(12,445) 14,077<br />
Movement in allowance for doubtful accounts:<br />
Opening balance (544) ( 153)<br />
Additions (Note 26) (54) ( 395)<br />
Adjustment (2) 4<br />
Balance at the end of the year (596) ( 544)<br />
119
120 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Other accounts receivables which are not impaired are current.<br />
The drawback recovered during the year <strong>2009</strong> was USD9,490,000 (USD4,019,000 in<br />
2008). Receivables from employees do not carry interest and are unsecured.<br />
11 TRADE ACCOUNTS RECEIVABLE<br />
Trade accounts<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Third parties 24,975 27,627<br />
Related companies (Note 20) - 10<br />
Less:<br />
24,975 27,637<br />
Allowance for doubtful accounts ( 4,386) ( 1,815)<br />
20,589 25,822<br />
Trade accounts receivable mainly correspond to invoices for the sale of fresh, preserved<br />
and frozen products. The credit period ranges between 90 and 180 days and do not<br />
accrue interest. Sales are usually made on the basis of export letters of credit.<br />
Trade accounts receivable in foreign currency (in thousands) amounts to USD7,899,<br />
USD177 and USD272 (USD11,587, USD1 and USD1 in 2008) in Euros, Pounds and<br />
Nuevo Sol, respectively.<br />
Movement in the allowance for doubtful accounts:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Opening balance ( 1,815) (125)<br />
Additions (Note 26) ( 2,574) ( 3,040)<br />
Recoveries - 21<br />
Write-off of receivable from associate - 1,315<br />
Adjustments ( 3) 14<br />
Balance at the end of the year ( 4,386) ( 1,815)<br />
At December 31, <strong>2009</strong> and 2008, the accounts provided for have more than one year<br />
past due.<br />
As of 31 December <strong>2009</strong> and 2008, the aging analysis of trade receivables is as follows:<br />
31-90 91-180 181-360 More than<br />
Total Current days days days 361 days<br />
usd000 usd000 usd000 usd000 usd000 usd000<br />
At December 31, <strong>2009</strong> 20,589 19,518 459 121 50 441<br />
At December 31, 2008 25,822 18,805 405 5 6,592 15<br />
At December 31, 2008 accounts receivable “between 181 - 360” days of maturity include mainly accounts<br />
receivable from one customer of USD6,301 thousand, out of which USD1,800 thousand was recovered during<br />
the first quarter of <strong>2009</strong>.<br />
121
122 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
As of December 31, <strong>2009</strong>, trade receivables of USD441,000 (USD15,000 in 2008) were<br />
past due but not impaired. These relate to customers for whom there is no recent<br />
history of default. The ageing analysis of these trade receivables is as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
1 year over 441 15<br />
As of December 31, <strong>2009</strong>, trade receivables of USD4,386,000 (USD1,815,000 in 2008)<br />
that were impaired and for which a provision was made. The individually impaired<br />
receivables relate to customers, which are in unexpectedly difficult economic situations<br />
or and under litigation. The ageing of these receivables is as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
1 year over 4,386 1,815<br />
As of 31 December <strong>2009</strong> and 2008 over 65% of accounts receivable are pledged as<br />
security for the Credit Suisse loan (Note 16).<br />
The credit quality of the trade accounts receivable that are neither past due nor<br />
impaired can be assessed by reference to historical information about counterparty<br />
default rates:<br />
<strong>2009</strong> 2008<br />
usd000 usd000<br />
Group 1 - new customers (less than 6 months as a customer) - -<br />
Group 2 - existing customers (more than 6 months)<br />
without non-compliance in the past 18,959 17,141<br />
Group 3 - existing customers (more than 6 months)<br />
with some non-compliance in the past 1,630 8,681<br />
12 CASH AND SHORT-TERM DEPOSITS<br />
USD000<br />
20,589 25,822<br />
<strong>2009</strong> 2008<br />
usd000<br />
The external credit rating of the financial institutions where the Group maintains their<br />
bank deposit is shown as follows:<br />
The credit quality of financial assets that are neither past due nor impaired can be<br />
assessed by reference to external credit ratings (if available) or to historical information<br />
about counterparty default rates:<br />
Bank deposits<br />
(counterparties with external credit rating)<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Classification A + 3,039 4,271<br />
Classification A 2,455 1,305<br />
Others 186 152<br />
5,680 5,728<br />
13 SHAREHOLDERS’ EQUITY<br />
Share capital and premium -<br />
The share capital and premium are as follow:<br />
number of share share<br />
shares capital premium Total<br />
usd000 usd000 usd000<br />
31 December 2008/31December <strong>2009</strong> 32,403,820 507 212,318 212,825<br />
In <strong>2009</strong> and 2008, the total authorized numbers of ordinary shares are 32,403,820<br />
shares with a par value of €0.01 per share. All issued shares are fully paid.<br />
The initial shares are non-voting and do not participate in dividend distributions.<br />
In April 2008, the Company issued 27,925,070 shares to the shareholders of <strong>Camposol</strong><br />
AS (Norway) in exchange for an equal number of shares in that company.<br />
In May 2008, the Company issued 1,908,750 new ordinary shares at a price of<br />
USD7,859 per share.<br />
The fair value of accounts receivable approximates their carrying amounts due to their<br />
short-term maturities.<br />
Cash 16 42<br />
Bank current accounts 5,680 5,728<br />
5,696 5,770<br />
The Group has bank current accounts mainly in United States dollars, Euros and<br />
Nuevo Sol. These funds are freely available and bear market floating interest rates.<br />
The share mentioned is in process of inscription in public’s register of Cyprus.<br />
Warrants to shareholders -<br />
Dyer Coriat Holding S.L was granted by <strong>Camposol</strong> AS 3.628.344 warrants to acquire<br />
shares in that company. These were replaced by warrants to acquire shares in<br />
<strong>Camposol</strong> Holding PLC as follows:<br />
123
124 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
number of<br />
warrants Exercise price Exercise period<br />
Class A 1,375,000 NOK 40 8 April 2008 - 8 Oct. 2008<br />
Class B 1,195,652 NOK 46 8 Oct. 2008 - 8 Oct. <strong>2009</strong><br />
Class C 1,057,692 NOK 52 8 Oct. <strong>2009</strong> - 8 Oct. 2010<br />
The warrants represent a type of finder’s fee to Dyer Coriat Holding S.L for identifying<br />
the acquisition of <strong>Camposol</strong> S.A. and are included in the cost of the combination. The<br />
fair value of the warrants at the grant date was estimated using the Black and Scholes-<br />
Merton pricing model (using inputs for the share issue price, the exercise price, option<br />
life, volatility and risk free interest rate) at USD6,133,000.<br />
The Class A and B warrants with a fair value at grant date of USD2,019,000 and<br />
USD2,064,000 respectively, expired without being exercised and were reclassified to<br />
retained earnings within equity.<br />
Share options -<br />
In 2008 the Group has granted 300,000 share options to Directors and 585,000<br />
options to management. The fair value of the options was estimated at the grant date<br />
by an external expert using the Black and Scholes - Merton option pricing formula,<br />
at USD561.000. The exercise price of the options to Directors and management has<br />
been fixed at NOK 40 and ¼ can be exercised in each of the years <strong>2009</strong> to 2012.<br />
a fair value at grant date of USD160,000 expired during <strong>2009</strong> and 2008 without being<br />
exercised and were reclassified to retained earnings within equity.<br />
Movements in the number of share options outstanding and their related weighted<br />
average exercise prices are as follows:<br />
<strong>2009</strong> 2008<br />
average<br />
average<br />
exercise<br />
exercise<br />
price in<br />
price in<br />
nOK per<br />
nOK per<br />
share Options share Options<br />
At 1 January 40 985,000) 40 150,000<br />
Granted - - 40 885,000<br />
Forfeited 40 ( 200,000) - -<br />
Expired 40 ( 50,000) 40 ( 50,000)<br />
At 31 December 40 735,000 40 985,000<br />
Share options outstanding at the end of <strong>2009</strong> and 2008 have the following expiry date<br />
and exercise prices:<br />
Exercise<br />
price in<br />
nOK per<br />
shares<br />
Expiration date share <strong>2009</strong> 2008<br />
October <strong>2009</strong> 50 - 50,000<br />
October 2010 52 50,000 50,000<br />
February 2012 40 685,000 885,000<br />
Total 735,000 985,000<br />
Largest 20 Shareholders -<br />
As of December 31, <strong>2009</strong>, the largest 20 shareholders are:<br />
investor Shares %<br />
1 Dyer-Coriat Holding S.L. 8,571,000 28.73<br />
2 Deutsche Bank AG London 4,350,018 14.58<br />
3 Andean Fishing L.L.C. 3,380,100 11.33<br />
4 Euroclear Bank S.A. 2,196,000 7.36<br />
5 Fondo de Inversión Agroindustrial - FIDAF 1,908,750 6.40<br />
11 Deutsche Bank AG London 393,482 1.32<br />
12 Storebrand Livsforsi P980, Aksjefondet 322,000 1.08<br />
13 Credit Suisse Securi Special Custody A/C 309,000 1.04<br />
14 JP Morgan Chase Bank Nordea Re:Non-Treaty 234,500 0.79<br />
15 VPF Nordea Avkastnin C/O JP Morgan Europe 193,900 0.65<br />
16 DnB Nor SMB VPF 165,000 0.55<br />
17 Sabaro Investments L. John Casely 157,000 0.53<br />
18 MP Pensjon 137,000 0.46<br />
19 VPF Nordea Norge Ver C/O JP Morgan Europe 91,300 0.31<br />
20 Vital Forsikring ASA Omlopsmidler 77,043 0.26<br />
Others 1,415,377 4.73<br />
Other reserves -<br />
29,833,820 100.00<br />
The balance of this account includes net unrealized gains or losses on cash flows<br />
derivatives. It also comprises the net effect of the translation of the financial statements<br />
of the subsidiaries which have a different functional currency than that of the Company.<br />
During <strong>2009</strong>, there were changes in some managements of the Group, so that 200,000<br />
options granted were terminated. Also, stock options granted to the Directors of the<br />
Group which were replaced, remain.<br />
Also, the Group has granted 150,000 share options to a former manager, valued at<br />
USD257,000. The exercise price of these options ranges from NOK 40 to 52 and 1/3<br />
can be exercised in each of the years 2008 to 2010. Options for 100,000 shares, with<br />
6 Clearstream Banking CID Dept, Frankfurt 1,829,400 6.13<br />
7 South Winds AS 1,753,000 5.88<br />
8 Peru Land & Farming LLC 1,195,950 4.01<br />
9 Orkla ASA 750,000 2.51<br />
10 Brown Brothers Harri S/A Genesis EME OPP 404,000 1.35<br />
125
126 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
14 DEFERRED INCOME TAX<br />
The movement in the deferred income tax liabilities is as follows:<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Opening balance 10,094 12,262<br />
Income statement (Note 28) (1,401) (118)<br />
Other comprehensive income (1,958) (1,958)<br />
Adjustment (39) (92)<br />
(13,414) 10,094<br />
Deferred tax relates to the following:<br />
<strong>2009</strong> -<br />
Deferred assets<br />
Other<br />
Opening income comprehensive Closing<br />
balance statement income Adjustments balance<br />
usd000 usd000 usd000 usd000 usd000<br />
Tax losses 2,308 (3,526) - (47) 5,787<br />
Swap valuation (Note 3-a) 1,958 - (1,958) - -<br />
Loss on investments in associates 44 (20) - - 24<br />
Provisions 636 (107) - (2) 527<br />
Deferred liability<br />
4,946 (3,399) (1,958) (49) 6,338<br />
Valuation of biological assets 8,747 (3,244) - - 11,991<br />
Fair value of fixed assets at<br />
acquisition of subsidiary 4,619 (196) - - 4,423<br />
Fair value of customer<br />
relationships 1,110 (124) - - 986<br />
Depreciation rates 172 15 - - 187<br />
Amortization rates 165 - - - 165<br />
Other 227 1,861 - (88) 2,000<br />
15,040 4,800 - (88) 19,752<br />
10,094 1,401 1,958 (39) 13,414<br />
127
128 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
15 WORKERS PROFIT SHARING<br />
2008 -<br />
Deferred assets<br />
Tax losses - ( 2,308) - - 2,308<br />
Swap valuation (Note 3-a) - - 1,958 - 1,958<br />
Loss on investments in associates 135 ( 91) - - 44<br />
Provisions 292 344 - - 636<br />
427 2,561 1,958 - 4,946<br />
Deferred liability<br />
Valuation of biological assets 6,289 2,409 - 49 8,747<br />
Fair value of fixed assets at<br />
acquisition of subsidiary 4,815 ( 196) - - 4,619<br />
Fair value of customer<br />
relationships 1,260 (150) - - 1,110<br />
Depreciation rates 219 (47) - - 172<br />
Amortization rates - 165 - - 165<br />
Other 106 262 - (141) 227<br />
12,689 2,443 - (92) 15,040<br />
12,262 (118) (1,958) (92) 10,094<br />
In accordance with Peruvian Legislation the Group shall provide for worker’s profit<br />
sharing equivalent to 10% of taxable income of each year.<br />
This amount is charged to the income statement and is considered deductible for<br />
income tax purposes.<br />
Movement in workers´ profit sharing:<br />
<strong>2009</strong> -<br />
Deferred asset<br />
Opening income Balance as of<br />
balance statement Equity adjusments december 31<br />
usd000 usd000 usd000 usd000 usd000<br />
Tax losses (1,494) 2,328 - - 3,822<br />
Swap valuation (Note 3-a) (1,450) - (1,450) - -<br />
Loss on investments<br />
in associates (33) (15) - - 18<br />
Provisions (459) (74) - - 385<br />
3,436 2,239) (1,450) - 4,225<br />
129
130 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Deferred liability<br />
Valuation of biological assets 6,481 2,403 - - 8,884<br />
Fair value of fixed assets at)<br />
acquisition of subsidiary 3,422 (145) - - 3,277<br />
Fair value of customer<br />
relationships 822 (92) - - 730<br />
Depreciation rates 127 11 - - 138<br />
Amortization rates 123 - - - 123<br />
Other (36) 1,229 - 20 1,213<br />
10,939 3,406 - 20 14,365<br />
7,503 1,167 1,450 20 10,140<br />
2008 -<br />
Deferred asset<br />
Tax losses - 1,494 - - 1,494<br />
Swap valuation (Note 3-a) - - 1,450 - 1,450<br />
Loss on investments<br />
in associates 100 (67) - - 33<br />
Provisions 436 23 - - 459<br />
Deferred liability<br />
536 1,450 1,450 - 3,436<br />
Valuation of biological assets 4,569 1,785 - 127 6,481<br />
Fair value of fixed assets at<br />
acquisition of subsidiary 3,474 (145) - 93 3,422<br />
Fair value of customer<br />
relationships 909 111 - 24 822<br />
Depreciation rates 163 (36) - - 127<br />
Amortization rates - 123 - - 123<br />
Other 75 (368) - 257 (36)<br />
9,190 1,248 - 501 10,939<br />
8,654 (202) (1,450) 501 7,503<br />
The workers profit sharing liability, included in “other payables” (Note 18) on the balance sheet, has been determined<br />
pursuant to applicable legal provisions.<br />
131
132 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Creditor and type of debt Guarantee <strong>Annual</strong> Interest Rate and Maturity <strong>2009</strong> 2008<br />
USD000 USD000<br />
Credit Suisse, to the finance the capital<br />
expenditure<br />
program for 2007 and 2008 <strong>Camposol</strong> S.A. fixed assets 11.85% (9.85 % in 2008) year with installments until year 2012 50,086) 55,767)<br />
Banco Interbank for purchase of equipment<br />
and accessories<br />
Banco Interbank for purchase of water<br />
equipment<br />
Banco Interbank for purchase of tractors and<br />
accessories<br />
Property subject to financial lease 7.95 % per year with 12 installments every three months until 2010 448) 484)<br />
Property subject to financial lease 7.95 % per year with 12 installments every three months until 2011 609) 978)<br />
Property subject to financial lease 7.95 % per year with 12 installments every three months until 2010 309) 595)<br />
Credit Suisse for finance the reorganization of<br />
Banco Interbank for purchase of a Sprayer Property subject to financial lease 7.95 % per year with 12 installments every three months until 2010 106) 204)<br />
Banco Interbank for purchase of tractors Property subject to financial lease 8.60 % per year with 48 monthly installments until 2010 77) 148)<br />
Banco Interbank for purchase of water<br />
Property subject to financial lease 8.60 % per year with 48 monthly installments until 2010 42) 115)<br />
equipment<br />
Banco Interbank for purchase of tractors Property subject to financial lease 8.20 % per year with 49 monthly installments until <strong>2009</strong> - ) 14)<br />
Banco Interbank for purchase of pick up truck Property subject to financial lease 8.40 % per year with 36 monthly installments until <strong>2009</strong> - ) 5)<br />
Banco Interbank for purchase of a pnEumatic<br />
seed drill<br />
Banco Interbank for purchase of valves and<br />
accessories<br />
Banco Interbank for purchase of a rotary<br />
labeler<br />
Property subject to financial lease 7.95 % per year with 12 installments every three months until 2011 16) 26)<br />
Property subject to financial lease 8.20 % per year with 12 installments every three months until 2010 53) 102)<br />
Property subject to financial lease 8.20 % per year with 12 installments every three months until 2011 176) 266)<br />
Banco Interbank for purchase of tractors Property subject to financial lease 7.86 % per year with 36 monthly installments until <strong>2009</strong> - ) 2)<br />
Banco Interbank for purchase of an hydraulic Property subject to financial lease 8.90 % per year with 10 installments every six months until 2012 72) 97)<br />
Excavator<br />
Banco Interbank for purchase of a pick up<br />
Property subject to financial lease 8.90 % per year with 36 monthly installments until 2010 2) 9)<br />
truck<br />
Banco Interbank for purchase of trucks Property subject to financial lease 8.90 % per year with 36 monthly installments until 2010 9) 25)<br />
Banco Interbank for purchase of a Sprayer Property subject to financial lease 8.20 % per year with 12 installments every three months until 2011 95) 152)<br />
Banco Interbank for purchase of pipes Property subject to financial lease 8.20 % per year with 12 installments every three months until 2010 78) 150)<br />
Banco Interbank for purchase of valves Property subject to financial lease 8.25 % per year with 12 installments every three months until 2010 8) 15)<br />
BBVA Banco Continental for purchase of pipes Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 1,572) 2,387)<br />
BBVA Banco Continental for purchase of pipes Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 1,312) 2,087)<br />
Banco Interbank for purchase of trucks Property subject to financial lease 7.95 % per year with 12 installments every three months until 2010 6) 19)<br />
Banco Interbank for purchase of water<br />
Property subject to financial lease 8.90 % per year with 36 monthly installments until 2010 34) 89)<br />
equipment<br />
Banco Interbank for purchase of an automatic Property subject to financial lease 8.90 % per year with 60 monthly installments until 2013 227) 267)<br />
can seamer<br />
Banco Interbank for purchase of tools and<br />
machines<br />
Property subject to financial lease 8.90 % per year with 36 monthly installments until 2011 303) 579)<br />
BIF for purchase of a Power generator<br />
Cummins<br />
Banco Interbank for purchase of a excavator<br />
machine<br />
Banco Interbank for purchase of a truck<br />
Daihatsu and pick up Nissan<br />
Banco Interbank for purchase of Lab<br />
equipment for larvaes production<br />
Property subject to financial lease 9.00 % per year with 48 monthly installments until 2011 63) 114)<br />
Property subject to financiallease 9.11 % per year with 20 monthly installments until 2012 83) 115)<br />
Property subject to financial lease 8.97 % per year with 48 monthly installments until 2011 15) 24)<br />
Property subject to financial lease 9.10 % per year with 12 installments every three months until 2010 45) 73)<br />
133
134 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Banco Interbank for purchase of Electric cable Property subject to financial lease 8.42 % per year with 12 installments every three months until 2010 4) 34)<br />
Celsa<br />
Banco Interbank for purchase of 2 four - Wheel Property subject to financial lease 8.42 % per year with 12 installments every three months until 2010 16) 9)<br />
moto Honda I<br />
Banco Interbank for purchase of a air vacuum<br />
cleaner<br />
Maofmadam Property subject to financial lease 8.42 % per year with 12 installments every three months until 2011 40) 57)<br />
BBVA Banco Continental for purchase of a Lab Property subject to financial lease 7.30 % per year with 12 installments every three months until 2011 ( 1,048 ( 1,346<br />
larvaes<br />
56,954) 66,354)<br />
Less- current portion (8,635) (9.528)<br />
48,319 56,826<br />
16 LONG-TERM DEBT<br />
All loans are in United States Dollars.<br />
The term of the non - current portion of long - term debt is as follows:<br />
<strong>2009</strong> 2008<br />
usd000 usd000<br />
1 year 17,028 17,140<br />
2 year 31,227 17,306<br />
3 years 64 22,316<br />
More than 3 years - 64<br />
48,319 56,826<br />
Fair values -<br />
The carrying amount of both the short-term and long-term borrowing with Credit<br />
Suisse approximate their fair value as the interest rate of the loan is similar to market<br />
interest rates.<br />
Finance leases -<br />
The future minimum lease payments under finance leases together with the present<br />
value of net minimum lease payments are as follows:<br />
<strong>2009</strong> 2008<br />
Minimum Present value Minimum Present Value<br />
payments of payments payments of payments<br />
usd000 usd000 usd000 usd000<br />
Within one year 4,336 4,022 4,655 4,317<br />
After one year but not more than<br />
five years 3,165 2,846 7,157 6,270<br />
Total minimum lease payments 7,501 6,868 11,812 10,587<br />
Less amounts representing finance<br />
charges (633) (1,225)<br />
Present value of minimum lease<br />
payments 6,868 10,587<br />
Credit Suisse loan -<br />
In November 2007, <strong>Camposol</strong> S.A. signed a loan agreement with Credit Suisse for a<br />
total amount of USD65 million to be repaid by November 2012, at a fixed interest rate<br />
of 7.85%. Interest is payable monthly and amortization of the principal is performed<br />
during this period following the payment schedule in the credit agreement.<br />
135
136 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
On December 24, 2008, <strong>Camposol</strong> S.A. executed an amendment to the original<br />
USD65 million loan agreement with Credit Suisse. New covenants were agreed, and<br />
an additional margin of 2% was added to the previous 7.85% interest rate as from<br />
August 26, 2008 until the Group reaches a debt to EBITDA ratio of 2,5:1x. The<br />
interest rate remains at 9.85% as of December 31, 2008.<br />
On October <strong>2009</strong>, <strong>Camposol</strong> S.A. prepaid USD7 million of the loan. The comparison<br />
of the discounted present value of the cash flows under the new terms of the loan,<br />
discounted using the original effective interest rate differs 1 per cent from the<br />
discounted present value of the remaining cash flows of the original loan. Accordingly,<br />
the terms of the new loan and those from the original loans are not substantially<br />
different, and the part early repayment is not accounted for as an extinguishment<br />
of the original loan. Accordingly, costs and fees incurred are recognized as part of<br />
amortized cost.<br />
On 24 November <strong>2009</strong>, <strong>Camposol</strong> S.A. executed an amendment to the original<br />
USD65 million loan agreement with Credit Suisse. New covenants were agreed, and<br />
an additional margin of 2% was added to the previous 9.85% interest rate as from<br />
24 November <strong>2009</strong> until the Group reaches a Debt to EBITDA ratio of 2,5:1x. The<br />
interest rate remains at 11.85% as of 31 December <strong>2009</strong>.<br />
In accordance with the loan contract of <strong>Camposol</strong> S.A. with Credit Suisse, the Group<br />
has to comply with the following covenants:<br />
- EBITDA to interest expense ratio. As of the end of each fiscal quarter, the EBITDA<br />
to interest expense ratio shall be at least: a) for each fiscal quarter in fiscal year<br />
2007, 3.50:1x, b) for the first and second fiscal quarters in fiscal year 2008,<br />
4.00:1x, c) for the third and fourth fiscal quarters in fiscal year 2008 and for the<br />
first two fiscal quarters of fiscal year <strong>2009</strong>, 1.40:1x, d) for the third fiscal quarter in<br />
fiscal year <strong>2009</strong>, 1.00:x1 (calculated by annualizing all available quarters for fiscal<br />
year <strong>2009</strong>), e) for the fourth fiscal quarter in fiscal year <strong>2009</strong>, 1.30:1x, e) for the<br />
first fiscal quarter in fiscal year 2010, 1.30:1x, f) for the second fiscal quarter in<br />
fiscal year 2010, 2.00:1x, g) for the third fiscal quarter in fiscal year 2010, 2.50:1x,<br />
h) for the fourth fiscal quarter in fiscal year 2010 2.75:1x, and, i) for each fiscal<br />
quarter thereafter 3.00:1x.<br />
- The total debt to EBITDA ratio shall not be greater than: a) as of the end of each fiscal<br />
quarter in fiscal year 2007, 3.50:1x, b) as of the end of the first quarter in fiscal year 2008,<br />
3.25:1x, c) as of the end of the second fiscal quarter in fiscal year 2008, 3.00:1x, d) as of<br />
the end of the third fiscal and fourth fiscal quarters in fiscal year 2008, 6.25:1x; e) as of<br />
the end of the first fiscal quarter in fiscal year <strong>2009</strong>, 6.35:1x, f) as of the end of the second<br />
fiscal quarter in fiscal year <strong>2009</strong>, 6.00:1x, g) as of the end of the third fiscal quarter in fiscal<br />
year <strong>2009</strong>, 8.75:1x, h) as of the end of fourth fiscal quarter in fiscal year <strong>2009</strong>, 6.50:1x, i)<br />
as of the end of the first fiscal quarter in fiscal year 2010, 5.75:1x, j) as of the end of the<br />
second fiscal quarter in fiscal year 2010, 4.50:1x, k) as of the end of the third fiscal quarter<br />
in fiscal year 2010, 3.40:1x, l) as of the end of the fourth fiscal quarter in fiscal year 2010,<br />
3.00:1x, and, m) as of the end of each fiscal quarter thereafter 2.50:1x.<br />
- The tangible net worth of the Borrower and its consolidated subsidiaries shall not<br />
be less than USD150,000,000 as of the Amendment effective date and as of the<br />
end of each fiscal quarter thereafter.<br />
- The Borrower shall sell (or cause to be sold) i) during each Coverage Period not less<br />
than 65% of the consolidated aggregate export sales of all Products sold during such<br />
period to Eligible Offtakers and ii) during each Coverage Period not less than 35% of<br />
the consolidated aggregate export sales of all Products sold during such period to<br />
Eligible Offtakers that are not Affiliates of either Obligor, in each case pursuant to Sales<br />
Agreements governed by the laws of country that is member of the Organisation for<br />
Economic Co-operation and Development. Notwithstanding the foregoing 75% of the<br />
consolidated aggregate export sales of grapes nectarines pomegranates (granadas)<br />
and lychees made during any Coverage Period shall be made to Eligible Offtakers<br />
pursuant to Sales Agreements governed by the laws of country that is member of the<br />
Organisation for Economic Co-operation and Development.<br />
During the period <strong>2009</strong> and 2008, <strong>Camposol</strong> S.A. has complied with all covenants and<br />
other agreements contained in the Credit Agreement with Credit Suisse.<br />
17 TRADE PAYABLES<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Suppliers 10,462 12,232<br />
Bills of exchange payable 9,644 12,894<br />
Payables to related parties (Note 20) 156 8<br />
20,262 25,134<br />
Payables to suppliers are mainly in US dollars, are due within 12 months and do not<br />
carry interest.<br />
Bills of exchange represent payables to suppliers mainly in foreign currency which are<br />
due within 12 months and carry interest at an average annual rate of 12%.<br />
The average payment terms of trade payables are between 30 to 60 days.<br />
18 OTHER PAYABLES<br />
Non-current -<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Derivative financial instrument (Note 3-a) - 12,204<br />
Deferred workers’ profit sharing (Note 15) 10,140 7,503<br />
10,140 19,707<br />
Current -<br />
<strong>2009</strong> 2008<br />
usd000 usd000<br />
Derivative financial instrument (Note 3-a) - 3,908<br />
Vacations and other payables to employees 2,972 2,762<br />
Taxes payable 1,098 1,238<br />
Board remuneration 254 305<br />
Loans from third parties 227 228<br />
Payable to related parties (Note 20) 249 230<br />
Others 1,814 967<br />
6,614 9,638<br />
Current other payables, are due within 12 months and do not carry interest.<br />
137
138 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
19 BANK LOANS AND OVERDRAFTS<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
20 TRANSACTIONS WITH SHAREHOLDERS AND OTHER RELATED<br />
PARITES<br />
a) Transactions -<br />
Entities related to Directors<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Trade accounts receivable (Note 11)<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Loans -<br />
Banco Interbank 9,115 4,576<br />
Commercebank - 11,500<br />
Overdrafts -<br />
9,115 16,076<br />
Banco Scotiabank 170 373<br />
Banco Interbank - 7<br />
170 380<br />
9,285 16,456<br />
The main transactions carried out between the Group and its related parties are as<br />
follows:<br />
Associates<br />
Empacadora de Frutos Tropicales S.A.C. -<br />
<strong>2009</strong> 2008<br />
USD000<br />
usd000<br />
Sales of finished products 7 10<br />
Purchase of services 545 969<br />
Apoyo Consultoría S.A.C. -<br />
Purchase of services 25 32<br />
Gestion del Pacifico S.A.C -<br />
Purchase of services and others 559 60<br />
Corporación Pesquera Inca S.A. (COPEINCA) -<br />
Purchase of raw material (fish) 956 -<br />
Purchase of services 31 -<br />
Associates<br />
Empacadora de Frutos Tropicales S.A.C. - 10<br />
- 10<br />
Other accounts receivable (Note 10)<br />
Associates<br />
Empacadora de Frutos Tropicales S.A.C. 36 -<br />
Loans represent promissory notes with maturities up to 180 days, obtained for working<br />
capital, with annual interest rates between 4.75 per cent and 6.80 per cent (2.50 per<br />
cent and 8.35 per cent in 2008). In <strong>2009</strong> the overdrafts are in Nuevo Sol (in Nuevo Sol<br />
and Euros in 2008).<br />
Purchase of fixed assets 142 -<br />
Aristodemou Loizides Yiolitis & Co -<br />
Purchase of legal services - 132<br />
Entities related to Directors<br />
Gestión del Pacífico S.A.C. 8 -<br />
44 -<br />
SP of Delaware Inc.<br />
Trade accounts payable (Note 17)<br />
Aircraft lease and maintenance - 368<br />
Associates<br />
b) Amounts due from/to related parties -<br />
Empacadora de Frutos Tropicales S.A.C. 88 -<br />
139
140 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
Entities related to Directors<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
21 REVENUE<br />
Revenue represents the sale of fresh, preserved and frozen biological products and the<br />
rendering of services.<br />
22 COST OF SALES<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
23 ADMINISTRATIVE EXPENSES<br />
Administrative expenses for the years ended December 31 are comprised of the<br />
following:<br />
Gestión del Pacífico S.A.C. 67 -<br />
Apoyo Consultoría S.A.C. 1 -<br />
SP of Delaware Inc. - 8<br />
Others payables (Note 18)<br />
Entities related to Directors<br />
156 8<br />
Copeinca 249 230<br />
These balances have no schedule date for collection or payment and do not bear any<br />
interest.<br />
For the years ended December, 31, comprise the following:<br />
USD000<br />
<strong>2009</strong> 2008<br />
usd000<br />
Asparagus 58,752 62,073<br />
Avocado 16,347 31,611<br />
Artichoke 5,899 16,964<br />
Pepper 17,999 13,255<br />
Mango 8,463 8,620<br />
Cost of inventories recognized as expenses (66,934) 73,210<br />
Personnel expenses (Note 25) (34,064) 38,125<br />
Depreciation (Note 5) (5,242) 4,954<br />
Custom duties refund (7,632) ( 5,927)<br />
(98,608) 110,362<br />
In Peru, <strong>Camposol</strong> S.A and Marinazul S.A. are beneficiaries of a simplified procedure<br />
for import duty refund (Drawback) of customs duties, at a rate of 8% of FOB value in<br />
<strong>2009</strong> (5% in 2008).<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Personnel expenses including profit sharing (Note 25) 7,076 4,891<br />
Professional fees 2,182 3,191<br />
Depreciation (Note 5) 900 144<br />
Travel and business expenses 383 724<br />
Rent of computer equipment 344 288<br />
Amortization of computer software (Note 7) 285 99<br />
Other transactions with related parties correspond to warrants (granted to Dyer Coriat<br />
Holding S.L.) and share options (granted to Directors and management). The details<br />
of these transactions are described in Note 13 and the balances are shown as part of<br />
equity.<br />
Compensation of key management personnel of the Group<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Shrimp 8,333 5,366<br />
Grapes 1,971 -<br />
Other 5,009 2,816<br />
Total 122,773 140,705<br />
Included within asparagus, avocado and mango revenue is the net change in the fair<br />
value, which amounted to USD195,000 in <strong>2009</strong> (USD491,000 for 2008).<br />
Auditors remuneration 265 370<br />
Expense of share based payments: options 256 561<br />
Transport and telecommunications 144 569<br />
Director’s remuneration 363 243<br />
Other expenses 1,116 1,579<br />
13,314 12,659<br />
Salaries of key managers 1,568 1,881<br />
Remuneration of directors (all non - executive) 363 243<br />
141
142 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
24 SELLING EXPENSES<br />
Selling expenses for the years ended December 31 are comprised of the following:<br />
<strong>2009</strong> 2008<br />
usd000 usd000<br />
25 PERSONNEL EXPENSES<br />
USD000<br />
<strong>2009</strong> 2008<br />
usd000<br />
26 OTHER INCOME AND EXPENSES<br />
Other income -<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
The gain (loss) on the currency derivative includes the net payments from the<br />
counterparty of USD315,000 and the gain of USD1,611,000 (receipts for USD530,000<br />
and the loss of USD674.000 in 2008) corresponding to the ineffective portion of the<br />
hedge (Note 3-a).<br />
27 FINANCE INCOME AND COSTS<br />
Freight 9,785 11,190<br />
Amortization of customer relationships (Note 7) 917 1,109<br />
Personnel expenses including profit sharing (Note 25) 949 912<br />
Customs 774 764<br />
Travel and business expenses 259 287<br />
Insurance 244 289<br />
Third-party services 704 992<br />
Depreciation (Note 5) 26 12<br />
Other expenses 643 731<br />
14,301 16,286<br />
Salaries and wages 37,378 (38,682)<br />
Vacations 1,864 (1,929)<br />
Other employees benefits 1,129 (1,168)<br />
Share based payments: options 256 (561)<br />
Other expenses 658 (2,024)<br />
Worker’s profit sharing (1,167) (193)<br />
(42,452) (44,171)<br />
Personnel expenses are allocated as follows:<br />
Cost of sales (Note 22) 34,064 38,125<br />
Administrative expenses (Note 23) 7,076 4,891<br />
Director’s remuneration - Administrative expenses (Note 23) 363 243<br />
Selling expenses (Note 24) (949) 912<br />
( 42,452) 44,171<br />
Gain from sale of property, plant and equipment 293 -<br />
Insurance claims 160 211<br />
Recovery of provision for doubtful receivables - 21<br />
Other 906 501<br />
1,359 733<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Other expenses -<br />
Provision for doubtful receivables (Notes 11) (2,628) (3,435)<br />
Provision for obsolescence of inventories (Notes 9) (2,500) -<br />
Write down of inventories (1,493) -<br />
Credit for value added tax not used - (165)<br />
Gain (loss) on currency derivative (1,296) (144)<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Income -<br />
Interest on bank time deposits - 1,416<br />
Other finance income 64 559<br />
64 1,975<br />
Costs -<br />
Interest on bank loans (Notes 16 and 19) (7,890) ( 8,551)<br />
Interest on finance leases (755) (871)<br />
Levy on financial transactions (372) (760)<br />
Interest of suppliers’ financing (418) (355)<br />
Bank fees (392) (608)<br />
Other finance costs (1,192) (229)<br />
(11,019) ( 11,374)<br />
Loss from sale of property, plant and equipment - (56)<br />
Other (2,093) (1,006)<br />
(7,418) (4,806)<br />
143
144 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
28 TAX<br />
a) According to the tax legislation in force the income tax is determined on separate<br />
basis. Management has determined the taxable income under the general income<br />
tax regime, which requires adding to and deducting from the result derived from the<br />
accounting records maintained in Nuevo Sol is those items considered as taxable and<br />
non-taxable, respectively.<br />
The only subsidiary that has generated taxable income was Marinazul S.A. All other<br />
companies in the Group incurred tax losses for which a deferred tax asset was<br />
recognized - Note 14.<br />
The standard rate of Cyprus income tax for <strong>2009</strong> and 2008 is 10% and for subsidiaries<br />
in Peru is 15%.<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Current tax (6) (14)<br />
Deferred tax (Note 14) (1,401) 118<br />
Tax income / (expense) (1,407) 104<br />
b) For the years <strong>2009</strong> and 2008 the income tax credited to income differs from the<br />
theoretical amount that would arise using the tax rate applicable to profit before<br />
workers’ profit sharing and income tax as follows:<br />
<strong>2009</strong> 2008<br />
usd000 usd000<br />
Profit before income tax 3,412 (881)<br />
At statutory income tax rate of 10% of the parent (341) (88)<br />
Difference in tax rate (171) (44)<br />
Expenses not deductible for tax purposes (1,236) (1,181)<br />
Non taxable revenue (499) (1,683)<br />
Other (158) (266)<br />
Tax income / (expense) (1,407) 104)<br />
Profit before income tax only corresponds to Peruvian subsidiaries; therefore taxation<br />
charge in the income statement is based on the Peru tax rate of 15%.<br />
c) The Tax Authority is empowered to review and, if required, amend the income tax<br />
or the tax loss carry forward determined by the Company and its subsidiaries in the<br />
last four years, as from January 1 of the following year in which the tax return of the<br />
corresponding income tax was filed (years open to examination). Since discrepancies<br />
may arise over the proper interpretation of the tax law applicable to the Company<br />
and its subsidiaries, it is not possible to anticipate at this date whether additional<br />
tax liabilities will arise as a result of eventual examinations. Additional tax, fines and<br />
interest, if any, will be recognized in results of the period in which the disagreement<br />
with the Peruvian tax authorities is resolved. Management considers that no significant<br />
liabilities will arise as a result of any eventual tax examinations.<br />
The following table shows the income tax and value added tax returns subject to<br />
review by the Tax Authority corresponding to the Company and its subsidiaries.<br />
Years open to tax review<br />
Company Income Tax Value Added Tax<br />
<strong>Camposol</strong> Holding PLC 2007-<strong>2009</strong> 2007-<strong>2009</strong><br />
<strong>Camposol</strong> S.A. 2005-<strong>2009</strong> December 2005 - December <strong>2009</strong><br />
Years open to tax<br />
review<br />
Company income Tax Value Added Tax<br />
Preco Precio Economico S.A.C. 2005-<strong>2009</strong> December 2005 - December<br />
<strong>2009</strong><br />
Sociedad Agricola Las Dunas S.R.L. 2005-<strong>2009</strong><br />
<strong>2009</strong><br />
December 2005 - December<br />
Prodex S.A.C. 2005-<strong>2009</strong> October 2005 - December <strong>2009</strong><br />
Belfast S.A. 2005-<strong>2009</strong> October 2005 - December <strong>2009</strong><br />
Vegetales del Norte S.A.C. 2005-<strong>2009</strong> October 2005 - December <strong>2009</strong><br />
Muelles y Servicios Paita S.A.C. 2006-<strong>2009</strong> August 2006 - December <strong>2009</strong><br />
Marinasol S.A. 2006-<strong>2009</strong> December 2006 - December<br />
<strong>2009</strong><br />
Marinazul S.A. 2006-<strong>2009</strong> August 2006 - December <strong>2009</strong><br />
Grainlens Ltd. 2007-<strong>2009</strong> 2007 - <strong>2009</strong><br />
Blacklocust Ltd. 2007-<strong>2009</strong> 2007 - <strong>2009</strong><br />
Siboure Holding Ltd. 2007-<strong>2009</strong> 2007 - <strong>2009</strong><br />
Madoca Corp. 2008-<strong>2009</strong> 2008 - <strong>2009</strong><br />
<strong>Camposol</strong> Europa S.L. 2008-<strong>2009</strong> 2008 - <strong>2009</strong><br />
Campoinca S.A. 2007-<strong>2009</strong> 2007 - <strong>2009</strong><br />
<strong>Camposol</strong> Fresh B.V. <strong>2009</strong> <strong>2009</strong><br />
145
146 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
29 BASIC AND DILUTED EARNINGS PER SHARE<br />
Basic earnings per share -<br />
Basic earnings per share are calculated by dividing net profit attributable to equity<br />
holders of the parent by the weighted average number of ordinary shares in issue<br />
during the year.<br />
Profit attributable to equity holders of the Company<br />
<strong>2009</strong> 2008<br />
(USD000) 2,005 985<br />
Weighted average number of ordinary<br />
shares in issue (thousands) 29,834 29,175<br />
Basic earnings per share (USD) 0.067 0,034<br />
The Company was incorporated on July 9, 2007. One class of 2,570,000 initial shares<br />
does not have the right to vote or participate in dividend distribution and are not taken<br />
into account for the purposes of determining earnings per share.<br />
The share capital was increased through the share exchange with <strong>Camposol</strong> AS<br />
shareholders in March 2008 by 27,925,070 shares and by a private placement towards<br />
Fondo de Inversion Agroindustrial (FIDAF) with 1,908,750 shares.<br />
Diluted earnings per share -<br />
Diluted earnings per share is calculated by adjusting the weighted average number<br />
of ordinary shares outstanding to assume conversion of all dilutive potential ordinary<br />
shares. The Group has granted share options and warrants which are dilutive. The<br />
Group determines the number of potential shares using the average market share price<br />
of the Group’s shares for the year. However, since during <strong>2009</strong> and 2008 the exchange<br />
value of the potential shares was greater than the fair value of the shares, the Group did<br />
not consider any potential ordinary shares for the determination of the dilutive earnings<br />
per share, being the dilutive earnings per share the same as the basic earnings per share.<br />
30 SEGMENT REPORTING<br />
Based on the reports reviewed by the Board of Directors that are used to make strategic<br />
decisions, Management considers that there is only one reportable segment engaged in<br />
producing, processing and commercializing a number of agricultural products, as fresh,<br />
preserved and frozen, which are mainly exported to European markets and the United<br />
States of America.<br />
The products include asparagus, avocado, piquillo pepper, mangoes, artichoke and<br />
shrimp. These are further distinguished in fresh, canned and frozen products. In 2008,<br />
the Group has decided to discontinue the production of artichoke and to plant grapes<br />
and tangerines which need at least 3 years to start production.<br />
All production and related assets are in Peru.<br />
The analysis of sales below is based on the country/area in which the customer is located.<br />
<strong>2009</strong> 2008<br />
usd000<br />
usd000<br />
Europe 98,575 90,049<br />
USA 19,328 48,520<br />
Peru 1,378 877<br />
Other 3,492 1,259<br />
122,773 140,705<br />
The following table shows revenues and gross profit by product:<br />
Year <strong>2009</strong><br />
asparagus avocado artichoke Pepper Mango shrimp Other Total<br />
usd000 usd000 usd000 usd000 usd000 usd000 usd000 usd000<br />
Revenues 58,752 16,347 5,899 17,999 8,462 8,333 6,981 122,773<br />
Gross profit 5,707 9,443 106 2,912 3,143 1,545 ( 1,309) 24,165<br />
Year 2008<br />
Revenues 62,073 31,611 16,964 13,255 8,620 5,366 2,816 140,705<br />
Gross profit 6,599 20,500 999 530 1,860 771 (916) 30,343<br />
147
148 camposol annual report <strong>2009</strong><br />
Overview<br />
Product &<br />
categories<br />
Management’s<br />
<strong>Report</strong><br />
Key Investment<br />
Considerations<br />
Corporate<br />
Governance<br />
Independent Auditors’ <strong>Report</strong><br />
and Audited Financial Statements<br />
The following table shows revenues and gross profit by customer:<br />
Year <strong>2009</strong><br />
Major 10 Major 11 to 20 Major 21 to 28 Other<br />
customers customers customers customers Total<br />
usd000 usd000 USD000 usd000 USD000<br />
Revenues 47,130 16,919 8,738 49,986 122,773<br />
Gross profit 3,706 1,720 1,605 17,134 24,165<br />
Year 2008<br />
Revenues 63,325 27,677 14,416 35,287 140,705<br />
Gross profit 5,407 8,195 4,494 12,247 30,343<br />
31 COMMITMENTS AND GUARANTEE<br />
a) On October 11, 2007, the Group acquired from a third party the lots of land<br />
Compositan II and III, in the Chavimochic Special Project for USD409,000. The<br />
acquisition requires an investment commitment which is secured by the Group with a<br />
bank guarantee for USD800,000.<br />
b) The commitments and guarantees in respect of the Credit Suisse loan are set out<br />
in Note 16.<br />
c) On October, 2008, <strong>Camposol</strong> S.A. signed an agreement with Peru Land & Farming<br />
LLC (PL&F) giving them a first option to purchase avocado production from a designated<br />
area of 800 Ha for sale in the United States of America When the US market opens for<br />
Peruvian avocado, PL&F will have the right to purchase 100% of the production from<br />
that area. The option will gradually decrease until year 10, after which it will maintain<br />
a lifetime option for 30% the production of the designated area.<br />
32 CONTINGENCIES<br />
As of, December 31, <strong>2009</strong>, the Group has several contingencies labor-related claims<br />
amounting to USD1.1 millions. Based on legal advice the potential loss is not<br />
significant. A provision has been recognized for other labor claims for USD0.6 millions.<br />
33 EVENTS AFTER THE REPORTING PERIOD<br />
The following events occurred subsequent to the financial statements date:<br />
- Changes in management team<br />
On January 4, 2010 <strong>Camposol</strong> S.A. announced that the Board of Directors had<br />
appointed Fabio Matarazzo di Licosa as the new CEO of the Company. The new CEO<br />
assumed his position on January 18, 2010.<br />
On February 3, 2010, the Company promoted Mr. Piero Dyer, the former CFO, to<br />
Deputy CEO and Mr. Jorge Ramirez, the former Deputy CFO, to CFO.<br />
- Changes at U.S. avocado market<br />
On January 4, 2010, the U.S. Department of Agriculture (USDA) announced an<br />
amendment to their regulations allowing for import of Hass avocados from Peru. The<br />
rule became effective on February 3, 2010.<br />
- Other events<br />
On January 2010, the Group hired Consulting firm Synergos, which is an important and<br />
experienced firm of consultants, as part of the Group’s continuous process of seeking<br />
to optimize its operations.<br />
149
Segundo Namoc Amaya<br />
Planning Assistant.<br />
I joined <strong>Camposol</strong> on February 05 2001. I began<br />
in cleaning, then in can coding and jar filling in the<br />
area of empty containers. In 2002 I controlled the<br />
same area, then in 2003, I became production<br />
supervisor and then Administrative Assistant to<br />
the Head of Production in 2004. There I learned<br />
to prepare production reports. In September<br />
2004, after the resignation of the Head of<br />
Production Planning and Control, the engineers<br />
asked me if I could carry out these programs<br />
and I said I could. Since last year I have worked<br />
in the area of administrative management as a<br />
planning assistant. My job basically consists of<br />
programming and performing follow-up of the<br />
material needed by production. I have worked in<br />
the company for 9 years now and do it with a lot<br />
of love, energy and devotion.<br />
My parents are poor people and I really appreciate<br />
the effort my father made to buy me the necessary<br />
materials to apply for entrance to the National<br />
University in Trujillo. I didn’t have sufficient money<br />
for the pre-university academy but fortune was<br />
on my side because I got in on the first try. When I<br />
was in the fifth term of Industrial Engineering I left<br />
the University but in January 2005 two engineers,<br />
I worked with, Mario and Julio, helped me and<br />
provided me with the facilities to continue and<br />
demanded I return to the University, if I hadn’t<br />
done this I would not have continued to grow<br />
professionally within the company. I restarted<br />
my University Studies and at the time thought it<br />
was going to be difficult to finish them, now I am<br />
convinced that this year I will graduate because I<br />
have only a few credits to complete. In the future I<br />
hope to obtain my Master’s Degree and study the<br />
languages I need to learn.<br />
I first met Maribel when I travelled from Trujillo to<br />
Chao. She was working as an attendant on the<br />
bus. One day when I was in Chao ready to go to a<br />
party with my friends I met her again and she told<br />
me she had been working in the canned line for<br />
a week,since then we have been together. Angel<br />
aged 7 and Maria de los Angeles who is 1 year old<br />
are my two children.<br />
Day by day I feel more committed to my family<br />
and to the company: I consider them a gift and<br />
a blessing from God whom I will thank for ever<br />
for the opportunities and the achievements. My<br />
family is my reason for living. The company in<br />
the most difficult moments of my life gave me<br />
the opportunity to work and to study. I value the<br />
opportunities I have had for which I always try to<br />
be prepared; I believe that luck exists when the<br />
opportunity and the knowledge meet on the road<br />
of life.”
diseño gráfico pilar elías / alex bryce fotográfica alex bryce
<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>