06.07.2014 Views

Annual Report 2009 - Camposol

Annual Report 2009 - Camposol

Annual Report 2009 - Camposol

SHOW MORE
SHOW LESS

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>

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!