Annual Report • Dec 31, 2010
Annual Report
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The Mondi Limited financial statements have been prepared to comply with the South African Companies Act and the JSE Limited Listings Requirements.
In terms of the dual listed company (DLC) structure incorporating Mondi Limited and Mondi plc, ordinary shareholders of Mondi Limited have economic and voting interests in the Mondi Group, comprising both the Mondi Limited group and the Mondi plc group. The Mondi Group annual report, which has been issued together with this report, provides comprehensive information regarding the financial position and the results of the operations of the Mondi Group, as well as additional information on the matters reported on in this report as it relates to the Mondi Group.
Shareholders interested in the financial results and performance of the Mondi Group are advised to review the Mondi Group annual report and accounts which is available at: www.mondigroup.com.
Mondi operates under a dual listed company (DLC) structure, which requires compliance with the corporate and accounting regulations of South Africa and the UK. Mondi Limited and Mondi plc (together 'the Mondi Group' or 'Mondi') have separate corporate identities and separate stock exchange listings. Under the DLC structure, any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group.
Mondi Limited has complied throughout the year with the principles contained in the South African King II Code of Corporate Practices and Conduct, save that Cyril Ramaphosa, joint chairman, was not considered independent upon appointment.
The South African King III Code of Corporate Governance Principles, published in September 2009, is effective for financial years commencing on or after 1 March 2010. Although the Company is not therefore required to report on its compliance with King III until its 2011 annual report, the board has already reviewed the requirements and has applied certain of the principles that are reported on below.
Pursuant to the DLC structure under which Mondi operates, the boards of Mondi Limited and Mondi plc are identical (together 'the Boards'). The Boards manage Mondi as if it were a single unified economic enterprise and, in addition to their duties to the company concerned, have regard to the interests of the ordinary shareholders of both Mondi Limited and Mondi plc in the management of the Mondi Group. The Boards have defined their responsibilities and have clearly defined the matters reserved for decision by the Boards.
As at 31 December 2010 there were nine directors: the joint chairmen, three executive directors and four independent nonexecutive directors. There is a strong mix of skills and industry experience, particularly in Europe and South Africa, locations important to Mondi's operations.
| Mondi Limited board |
DLC board (six |
||
|---|---|---|---|
| Directors | Position | (one meeting) | meetings) |
| Cyril Ramaphosa | Joint chairman | 1 | 6 |
| David Williams | Joint chairman | 1 | 6 |
| David Hathorn | Chief executive officer | 1 | 6 |
| Andrew King | Chief financial officer | 1 | 6 |
| Colin Matthews | Non-executive director | 1 | 6 |
| Imogen Mkhize | Non-executive director | 1 | 6 |
| John Nicholas | Non-executive director | 1 | 6 |
| Peter Oswald | Chief executive officer, Europe & International Division |
1 | 6 |
| Anne Quinn | Senior independent non-executive director |
1 | 6 |
Appointments to the Boards are subject to approval by the Boards as a whole, having first considered the recommendations of the DLC nominations committee, and take place in accordance with a formally adopted nominations policy. On appointment each non-executive director receives letters of appointment from each of Mondi Limited and Mondi plc setting out, among other things, their term of appointment, the expected time commitment for their duties to Mondi and details of any DLC committees of which they are a member. Non-executive directors are initially appointed for a three-year term after which their appointment may be extended for a second term subject to mutual agreement.
Mondi has joint chairmen, Cyril Ramaphosa and David Williams, with the chief executive officer role held separately by David Hathorn. The division of responsibilities between the joint chairmen and the chief executive officer has been clearly defined and approved by the Boards.
David Hathorn, chief executive officer, does not hold any directorships external to Mondi. Whilst David Williams was independent upon appointment, Cyril Ramaphosa was not considered independent upon appointment in view of his existing connection with Mondi as chairman of the Shanduka Group, which has shareholdings in Mondi Shanduka Newsprint (Proprietary) Limited and Mondi Packaging South Africa (Proprietary) Limited (see page 80). Notwithstanding this, Mondi benefits greatly from his considerable knowledge and experience, particularly of the South African business environment, and the Boards firmly believe that this justifies his appointment.
Anne Quinn is the senior independent director providing support to the joint chairmen. During the year she has chaired a meeting of the non-executive directors at which the performance of the joint chairmen was considered. She is also available to shareholders should they have any concerns that contact through other channels has failed to resolve or for which such contact may be inappropriate.
The DLC committees (which are single committees for both Mondi Limited and Mondi plc, acting in the combined interest of both entities), to which the Boards delegate specific areas of responsibility as described below, have authority to make decisions according to their terms of reference. Each committee is empowered, through its terms of reference, to
seek independent professional advice at Mondi's expense in the furtherance of its duties.
Membership of each committee is kept under review and, in particular, will be considered when each committee undertakes its annual evaluation. Each committee reviews its terms of reference on an annual basis.
| Members | Committee member since |
DLC audit committee (four meetings) |
|---|---|---|
| Colin Matthews | May 2007 | 4 |
| John Nicholas (chairman) | October 2009 | 4 |
| Anne Quinn | May 2007 | 4 |
The DLC audit committee operates on a Group-wide basis. The committee has responsibility, among other things, for monitoring the integrity of the Mondi Group's financial statements and reviewing the results announcements. It also has responsibility for reviewing the effectiveness of the Mondi Group's system of internal controls and risk management systems. An effective internal audit function has been established, which formally collaborates with the external auditors to ensure efficient coverage of internal controls and is responsible for providing independent assurance to the DLC executive committee and Boards on the effectiveness of the Company's risk management process.
All members of the committee are independent non-executive directors. They each have relevant financial, accounting or similar experience from current and past employment. The Boards consider each member to have appropriate knowledge and understanding of financial matters, sufficient to enable them to consider effectively the financial and accounting issues that are presented to the committee. The Boards consider John Nicholas, DLC audit committee chairman, to have specific recent and relevant financial experience. He is a chartered accountant and a member of the UK Financial Reporting Review Panel. He was formerly the group finance director of Tate & Lyle plc and is currently the audit committee chairman of Ceres Power Holdings plc, Hunting PLC and Rotork p.l.c..
The DLC audit committee oversees the relationship with the external auditors; is responsible for their appointment, reappointment and remuneration; reviews the effectiveness of the external audit process; and ensures that the objectivity
continued
and independence of the external auditors is maintained. Deloitte & Touche was appointed as Mondi's external auditors at the time of the demerger of Mondi from Anglo American plc in July 2007 and are familiar with the reporting complexities arising from the Mondi Group's dual listed company structure. As such, the DLC audit committee does not consider that it would be appropriate at this time to put the audit out to tender, but will continue to keep this under review. Following these considerations and a review of the effectiveness of the external auditors, the committee made a recommendation to, which was accepted by, the board that a resolution to reappoint Deloitte & Touche be proposed at the annual general meeting of Mondi Limited in May 2011.
Following a review, and in accordance with the JSE Listings Requirements, the DLC audit committee has satisfied itself that Andrew King, Mondi's chief financial officer, has the appropriate expertise and experience. Andrew is a chartered accountant and throughout his career has held various finance and business development roles. The committee has also considered and satisfied itself of the appropriateness of the expertise and adequacy of resources of the finance function and expertise of the senior management responsible for the finance function.
The DLC audit committee has concluded that it is satisfied that auditor independence and objectivity have been maintained.
| Members | Committee member since |
DLC nominations committee (five meetings) |
|---|---|---|
| Colin Matthews | January 2008 | 5 |
| Imogen Mkhize | January 2008 | 5 |
| John Nicholas | October 2009 | 5 |
| Anne Quinn | May 2007 | 5 |
| Cyril Ramaphosa | May 2007 | 5 |
| David Williams (chairman) | May 2007 | 5 |
The DLC nominations committee operates on a Group–wide basis. The committee is responsible for making recommendations to the Boards on the composition of each board and committee and on retirements and appointments of additional and replacement directors.
| DLC | ||
|---|---|---|
| Members | Committee member since |
remuneration committee (four meetings) |
| Colin Matthews | May 2007 | 4 |
| Imogen Mkhize | May 2007 | 4 |
| Anne Quinn (chairman) | May 2007 | 4 |
| David Williams | May 2007 | 4 |
The DLC remuneration committee operates on a Group-wide basis. The committee has responsibility for making recommendations to each board on the Mondi Group's policy on remuneration of senior management, for the determination, within agreed terms of reference, of the remuneration of the joint chairmen and of specific remuneration packages for each of the executive directors and members of senior management, including pension rights and any compensation payments. In addition, the committee is responsible for the implementation of employee share plans.
| DLC sustainable development |
||
|---|---|---|
| Members | Committee member since |
committee (six meetings) |
| David Hathorn | May 2007 | 6 |
| Colin Matthews (chairman) | May 2007 | 6 |
| Anne Quinn | August 2009 | 6 |
The DLC sustainable development committee operates on a Group-wide basis. During the year the committee reviewed the Mondi Group's key sustainable development policies, monitored performance against environmental targets, received detailed safety reports including details of major incidents within the Mondi Group and monitored the senior management's response to such incidents.
Full details of Mondi's progress on sustainability including the nature and extent of its social, transformation, ethical, safety, health and environmental management policies and practices can be found on Mondi Group's website at: www.mondigroup.com/sustainability.
The DLC executive committee operates on a Group-wide basis. The committee is chaired by David Hathorn. The DLC executive committee is responsible for the day-to-day management of the Mondi Group and its business operations within the limits set by the Boards, with particular focus on financial, operational and safety performance, together with policy implementation in line with the Mondi Group's strategy agreed by the Boards.
The DLC executive committee, mandated by the Boards, has established a Group-wide system of internal control to manage Mondi Group risks. This system, which complies with corporate governance codes in South Africa and the UK, supports the Boards in discharging their responsibility for ensuring that the wide range of risks associated with Mondi's diverse international operations is effectively managed.
The Board's risk management framework addresses all significant strategic, financial, operational and compliancerelated risks which could undermine the Mondi Group's ability to achieve its business objectives. The risk management framework is designed to be flexible to ensure that it remains relevant at all levels of the business given the diversity of the Mondi Group's locations, markets and production processes.
Clear accountability for risk management in the day-to-day activities of the Mondi Group is a key performance criterion for the Mondi Group's line managers, who are provided with appropriate support through Mondi Group policies and procedures. The requisite risk and control capability is assured through Board challenge and appropriate management selection and skills development.
Continuous monitoring of risk and control processes across all key risk areas provides the basis for regular reports to management, the DLC executive committee and the Boards.
The Boards are responsible for establishing and maintaining an effective system of internal controls. This system of internal control, embedded in all key operations, is designed to provide reasonable rather than absolute assurance that the Mondi Group's business objectives will be achieved within risk tolerance levels defined by the Boards. Regular management reporting provides a balanced assessment of key risks and controls and is an important component of the Boards'
assurance. In addition, certain DLC committees focus on specific risks such as safety, and provide relevant assurance to the Boards.
The Mondi Group has a whistle-blowing programme called 'Speakout'. The programme, monitored by the DLC audit committee, enables employees, customers, suppliers, managers or other stakeholders, on a confidential basis, to raise concerns about conduct which is considered to be contrary to Mondi's values. It makes communication channels available to any person in the world who has information about unethical practice in the Mondi Group's operations.
The Boards have adopted a share dealing code for dealing in securities of Mondi Limited which is based on regulatory and governance best practice. The code sets out the restrictions placed on directors, senior management and other key employees with regard to their share dealing to ensure that they do not abuse their access to information about the Mondi Group pending its public release and availability to shareholders and other interested parties. The code is reviewed and updated as required to ensure continued compliance with regulation and best practice.
The Boards have adopted a Code of Business Ethics, which applies throughout the Mondi Group and sets clear principles for the conduct of the Mondi Group's business activities. The code is available on the Mondi Group website at: www.mondigroup.com.
The directors present their report and the annual financial statements of Mondi Limited and the Mondi Limited Group for the year ended 31 December 2010.
In the context of this report and the financial statements, the term 'Group' refers to Mondi Limited (also the Company) and its subsidiaries, joint ventures and associates.
The Group is fully integrated across the paper and packaging process, from the growing of wood and the manufacture of pulp and paper (including recycled paper), to the conversion of packaging papers into corrugated packaging.
An interim dividend of 33.35878 cents per ordinary share was declared to shareholders registered on 27 August 2010 and was paid on 14 September 2010.
The directors have proposed a final dividend of 161.32545 cents per ordinary share to shareholders registered on 15 April 2011.
The final dividend is subject to the approval of shareholders of Mondi Limited at the annual general meeting scheduled for 5 May 2011 and, if approved, will be paid on 12 May 2011.
The directors have certified that they were not personally materially interested in any transaction of any significance with the Company or its subsidiaries. Accordingly, a conflict of interest with regards to directors' interest in contracts does not exist.
The Mondi Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the business review in the Mondi Group annual report and accounts 2010. The financial position of the Mondi Group, its cash flows, liquidity position and borrowing facilities are described in the financial statements on pages 12 to 80. In addition, notes 35 and 36 to the financial statements include the Mondi Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit and liquidity risk.
Mondi's geographical spread, product diversity and large customer base mitigate potential risks of customer or supplier liquidity issues. Proactive initiatives by management in rationalising the business through cost-cutting, asset closure and divestitures have consolidated the Group's leading cost
The following directors have held office during the year ended 31 December 2010:
| Name of director | Capacity | Independent | Effective date of appointment |
|---|---|---|---|
| David Hathorn | Executive | No | 7 May 1997 |
| Andrew King | Executive | No | 23 October 2008 |
| Colin Matthews | Non-executive | Yes | 23 May 2007 |
| Imogen Mkhize | Non-executive | Yes | 23 May 2007 |
| John Nicholas | Non-executive | Yes | 2 October 2009 |
| Peter Oswald | Executive | No | 1 January 2008 |
| Anne Quinn | Non-executive | Yes | 23 May 2007 |
| Cyril Ramaphosa | Non-executive | No | 3 December 2004 |
| David Williams | Non-executive | Yes | 23 May 2007 |
position in its chosen markets. Working capital levels and capital expenditure programmes are strictly monitored and controlled.
The Mondi Group meets its funding requirements from a variety of sources including the Eurobond, the syndicated five year revolving credit facility expiring in June 2012 and various facilities in the larger operations in Russia, Poland and South Africa. The availability of some of these facilities is dependent on the Mondi Group meeting certain financial covenants all of which have been complied with. The Mondi Group had E1.5 billion of undrawn committed debt facilities as at 31 December 2010 which should provide sufficient liquidity for Mondi in the medium term.
The Mondi Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Mondi Group should be able to operate well within the level of its current facilities and related covenants.
After making enquiries, the directors have a reasonable expectation that the Mondi Group and Mondi Limited have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Full details of the Company's share capital can be found in note 26 to the financial statements.
Each of the directors of Mondi Limited at the date when this report was approved confirms that:
Deloitte & Touche has indicated its willingness to continue as auditors of Mondi Limited. The board has decided that a resolution to reappoint them will be proposed at the annual general meeting of Mondi Limited scheduled to be held on 5 May 2011.
The reappointment of Deloitte & Touche has the support of the DLC audit committee, which will be responsible for determining their audit fee.
The annual general meeting of Mondi Limited will be held at 12:00 (SA time) on Thursday 5 May 2011 at the Hyatt Regency, 191 Oxford Road, Rosebank, Johannesburg 2132, Republic of South Africa. The notice convening the meeting is being sent with this report. The reports of Mondi Limited and of the Mondi Group are available on the Mondi Group's website at: www.mondigroup.com.
By order of the board
Company secretary Mondi Limited
4th Floor No. 3 Melrose Boulevard Melrose Arch 2196 PostNet Suite #444 Private Bag X1 Melrose Arch 2076 Gauteng Republic of South Africa
18 February 2011
for the year ended 31 December 2010
The remuneration of the executive directors who served during the period under review was as follows:
| Annual cash |
Value of deferred shares |
Other cash |
Non cash |
||||
|---|---|---|---|---|---|---|---|
| Salary1 | bonus | awarded | benefits | benefits | Total | ||
| David Hathorn | 2010 | E903,629 (R8,756,284) |
E602,812 (R5,849,043) |
E602,812 (R5,849,043) |
E28,100 (R272,292) |
E19,123 | E2,156,476 (R180,170) (R20,906,832) |
| 2009 | E867,115 (R10,051,611) |
E538,799 (R6,277,007) |
E538,799 (R6,277,007) |
E26,964 (R312,573) |
E18,023 | E1,989,700 (R207,007) (R23,125,205) |
|
| Andrew King | 2010 | E501,368 (R4,784,386) |
E264,564 (R2,567,049) |
E264,564 (R2,567,049) |
E22,504 (R218,060) |
E23,639 | E1,076,639 (R219,451) (R10,355,995) |
| 2009 | E447,543 (R5,187,927) |
E221,124 (R2,576,090) |
E221,124 (R2,576,090) |
E21,594 (R250,318) |
E14,291 | E925,676 (R164,677) (R10,755,102) |
|
| Peter Oswald | 2010 | E800,000 (R7,726,972) |
E427,200 (R4,145,094) |
E427,200 (R4,145,094) |
E255 (R2,478) |
E36,104 | E1,690,759 (R379,519) (R16,399,157) |
| 2009 | E800,000 (R9,231,103) |
E393,600 (R4,585,440) |
E393,600 (R4,585,440) |
E255 (R2,964) |
E34,913 | E1,622,368 (R388,550) (R18,793,497) |
1 The salaries of David Hathorn (£775,000) and Peter Oswald (E800,000) remained constant in local currency terms from 2009 to 2010.
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Other | Other | |||||
| Fees | benefits | Total | Fees | benefits | Total | |
| Cyril Ramaphosa1 | E292,387 (R2,746,783) |
– | E292,387 (R2,746,783) |
E356,641 (R4,145,263) |
– | E356,641 (R4,145,263) |
| David Williams1 | E292,387 (R2,746,783) |
– | E292,387 (R2,746,783) |
E175,565 (R1,965,574) |
– | E175,565 (R1,965,574) |
| Colin Matthews | E90,726 (R850,088) |
– | E90,726 (R850,088) |
E90,957 (R1,044,025) |
– | E90,957 (R1,044,025) |
| Imogen Mkhize | E74,435 (R697,138) |
– | E74,435 (R697,138) |
E71,155 (R822,544) |
– | E71,155 (R822,544) |
| John Nicholas2 | E93,065 (R872,062) |
– | E93,065 (R872,062) |
E25,354 (R273,769) |
– | E25,354 (R273,769) |
| Anne Quinn | E98,913 (R926,998) |
– | E98,913 (R926,998) |
E94,117 (R1,078,247) |
– | E94,117 (R1,078,247) |
1 Until 4 August 2009 the joint chairmen's fees were capped at E466,110 (R3,881,174) per annum, comprising a core fee of E302,971 (R2,522,763) per annum plus supplemental fees reflecting their additional commitments. With effect from 5 August 2009, the remuneration of the joint chairmen was reduced to a fee of E291,319
(R2,425,733) per annum with no supplemental fees for their additional commitments. 2 For 2009, the fee paid to John Nicholas covers the period from his appointment on 2 October 2009 until 31 December 2009.
The executive directors all participate in defined contribution pension schemes under arrangements established by the Mondi Group. The contributions paid by the Mondi Group in respect of the years 2010 and 2009 are:
| Mondi Group contribution | |||
|---|---|---|---|
| 2010 | 2009 | ||
| David Hathorn | E271,089 (R2,626,885) | E261,236 (R3,015,483) | |
| Andrew King | E125,418 (R1,213,579) | E112,360 (R1,296,982) | |
| Peter Oswald | E200,000 (R2,102,660) | E200,000 (R2,514,960) |
The following tables set out the share awards granted to the executive directors.
| Awards held at beginning |
Awards | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| of year or | Awards | Awards | Award | held as | |||||
| Type | on appoint- | granted | exercised | price | Date | at 31 | |||
| of | ment to | during | Shares | during | basis | of | December | Release | |
| award1,2 | the Boards | year | lapsed | year | (ZAc) | award | 2010 | date | |
| David Hathorn | BSP | 35,156 | – | – | – | 6547 | Mar 08 | 35,156 | Mar 11 |
| BSP | 38,122 | – | – | – | 2301 | Mar 09 | 38,122 | Mar 12 | |
| BSP | – | 37,347 | – | – | 4596 | Mar 10 | 37,347 | Mar 13 | |
| LTIP | 84,336 | – | 74,665 | 9,671 | 6423 | Aug 07 | – | Mar 10 | |
| LTIP | 95,308 | – | – | – | 6547 | Mar 08 | 95,308 | Mar 11 | |
| LTIP | 256,070 | – | – | – | 2301 | Mar 09 | 256,070 | Mar 12 | |
| LTIP | – | 105,628 | – | – | 4596 | Mar 10 | 105,628 | Mar 13 | |
| Andrew King | BSP | 15,741 | – | – | – | 2301 | Mar 09 | 15,741 | Mar 12 |
| BSP | – | 15,328 | – | – | 4596 | Mar 10 | 15,328 | Mar 13 | |
| LTIP | 90,628 | – | – | – | 2301 | Mar 09 | 90,628 | Mar 12 | |
| LTIP | – | 40,188 | – | – | 4596 | Mar 10 | 40,188 | Mar 13 |
For notes 1 and 2 please refer to the table on page 10.
| Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| held at | |||||||||
| beginning | Awards | ||||||||
| of year or | Awards | Awards | Award | held as | |||||
| Type | on appoint- | granted | exercised | price | Date | at 31 | |||
| of | ment to | during | Shares | during | basis | of | December | Release | |
| award1,2 | the Boards | year | lapsed | year | (GBp) | award | 2010 | date | |
| David Hathorn | BSP | 59,677 | – | – | 59,677 | 464 | Aug 07 | – | Mar 10 |
| BSP | 88,877 | – | – | – | 394 | Mar 08 | 88,877 | Mar 11 | |
| BSP | 110,393 | – | – | – | 129 | Mar 09 | 110,393 | Mar 12 | |
| BSP | – | 89,752 | – | – | 374 | Mar 10 | 89,752 | Mar 13 | |
| LTIP | 191,407 | – | 169,458 | 21,949 | 464 | Aug 07 | – | Mar 10 | |
| LTIP | 240,959 | – | – | – | 394 | Mar 08 | 240,959 | Mar 11 | |
| LTIP | 735,950 | – | – | – | 129 | Mar 09 | 735,950 | Mar 12 | |
| LTIP | – | 253,844 | – | – | 374 | Mar 10 | 253,844 | Mar 13 | |
| Co-Investment | 538,795 | – | – | – | 464 | Aug 07 | 538,795 | Jul 11 | |
| Andrew King | BSP | 13,012 | – | – | 13,012 | 464 | Aug 07 | – | Mar 10 |
| BSP | 35,026 | – | – | – | 394 | Mar 08 | 35,026 | Mar 11 | |
| BSP | 45,582 | – | – | – | 129 | Mar 09 | 45,582 | Mar 12 | |
| BSP | – | 36,835 | – | – | 374 | Mar 10 | 36,835 | Mar 13 | |
| LTIP | 64,656 | – | 57,242 | 7,414 | 464 | Aug 07 | – | Mar 10 | |
| LTIP | 98,985 | – | – | – | 394 | Mar 08 | 98,985 | Mar 11 | |
| LTIP | 260,465 | – | – | – | 129 | Mar 09 | 260,465 | Mar 12 | |
| LTIP | – | 96,578 | – | – | 374 | Mar 10 | 96,578 | Mar 13 | |
| Peter Oswald | BSP | 39,707 | – | – | 39,707 | 464 | Aug 07 | – | Mar 10 |
| BSP | 67,803 | – | – | – | 394 | Mar 08 | 67,803 | Mar 11 | |
| BSP | 115,923 | – | – | – | 129 | Mar 09 | 115,923 | Mar 12 | |
| BSP | – | 92,683 | – | – | 374 | Mar 10 | 92,683 | Mar 13 | |
| LTIP | 111,605 | – | 98,807 | 12,798 | 464 | Aug 07 | – | Mar 10 | |
| LTIP | 186,270 | – | – | – | 394 | Mar 08 | 186,270 | Mar 11 | |
| LTIP | 662,417 | – | – | – | 129 | Mar 09 | 662,417 | Mar 12 | |
| LTIP | – | 226,055 | – | – | 374 | Mar 10 | 226,055 | Mar 13 |
1 Awards under the LTIP and Co-Investment Plan are subject to performance conditions.
2 The value on award of the BSP awards set out in this table is included in the table of executive directors' remuneration on page 8.
Executive directors held the following options over Mondi plc ordinary shares under the Mondi Sharesave Option Plan.
| Awards held at beginning of year or on appointment to the Boards |
Awards granted during year |
Awards exercised/ lapsed during year |
Exercise price per share (GBp) |
Date of award |
Awards held as at 31 December 2010 |
Exercise period |
|
|---|---|---|---|---|---|---|---|
| David Hathorn | 15,808 | – | – | 99 | Mar 09 | 15,808 | 1 May 14 – 31 Oct 14 |
| Andrew King | 15,808 | – | – | 99 | Mar 09 | 15,808 | 1 May 14 – 31 Oct 14 |
Details of shares purchased and awarded to executive directors in accordance with the terms of the Share Incentive Plan.
| Shares held at beginning of year or on appointment to the Boards |
Partnership shares acquired during year |
Matching shares awarded during year |
Shares released during year |
Total shares held as at 31 December 2010 |
|
|---|---|---|---|---|---|
| David Hathorn | 1,992 | 344 | 344 | – | 2,680 |
| Andrew King | 2,436 | 344 | 344 | – | 3,124 |
1 Since 1 January 2011 up to the date of this report, David Hathorn has acquired 49 partnership shares and was awarded 49 matching shares. Andrew King acquired 48 partnership shares and was awarded 48 matching shares.
The beneficial share interests of the directors and their connected persons as at 1 January 2010 or, if later, on appointment, and as at 31 December 2010 were as follows:
| 1 January 2010 | 31 December 2010 | |
|---|---|---|
| Mondi Limited | ||
| David Hathorn | 1,066 | 558 |
| Andrew King | 802 | 802 |
| Imogen Mkhize | 4,000 | 4,000 |
| Total | 5,868 | 5,360 |
| Mondi plc | ||
| Cyril Ramaphosa | 7,050 | 7,050 |
| David Williams | 5,000 | 5,000 |
| David Hathorn | 493,107 | 250,437 |
| Andrew King | 110,026 | 92,059 |
| Colin Matthews | 5,825 | 5,825 |
| Imogen Mkhize | – | 2,000 |
| John Nicholas | 6,000 | 6,000 |
| Peter Oswald | 201,889 | 140,000 |
| Anne Quinn | 11,882 | 11,882 |
| Total | 840,779 | 520,253 |
There has been no change in the interests of the directors and their connected persons between 31 December 2010 and the date of this report.
The closing price of a Mondi Limited ordinary share on the JSE Limited on 31 December 2010 was R53.80 and the range during the period between 1 January 2010 and 31 December 2010 was R42.00 (low) and R60.77 (high).
The closing price of a Mondi plc ordinary share on the London Stock Exchange on 31 December 2010 was 513.5p and the range during the period between 1 January 2010 and 31 December 2010 was 335.0p (low) to 557.5p (high).
The directors are responsible for preparing the annual report, directors' remuneration report and the financial statements in accordance with applicable laws and regulations.
South African company law requires the directors to prepare financial statements for each financial year giving a true and fair view of the Group's and the Mondi Limited Company's state of affairs at the end of the year and profit or loss for the year. The directors have prepared the Group's consolidated financial statements and the Company's financial statements in accordance with International Financial Reporting Standards (IFRS).
In preparing the Group's consolidated financial statements and the Company's financial statements, International Accounting Standard 1, 'Presentation of Financial Statements', requires that the directors:
We confirm that to the best of our knowledge the financial statements, prepared in accordance with IFRS and the Companies Act of South Africa, give a true and fair view of the assets, liabilities, financial position and profit or loss of Mondi Limited and the undertakings included in the consolidation taken as a whole.
| David Hathorn | Andrew King |
|---|---|
| Director | Director |
| 18 February 2011 | 18 February 2011 |
The company secretary, Philip Laubscher, certifies that Mondi Limited has lodged with the Registrar of Companies all such returns as are required for a public company in terms of section 268G(d) of the Companies Act, 1973, as amended, and that all such returns are true, correct and up to date in respect of the financial year reported upon.
Philip Laubscher Company secretary Johannesburg
18 February 2011
We have audited the Group's consolidated financial statements and the financial statements of Mondi Limited for the year ended 31 December 2010 which comprise the directors' report, the audit committee statement on pages 3 to 4 of the corporate governance statement, the consolidated statement of financial position and the statement of financial position, the consolidated income statement and the income statement, the consolidated statement of comprehensive income and the statement of comprehensive income, the consolidated statement of cash flows and the statement of cash flows, the consolidated statement of changes in equity and the statement of changes in equity for the year then ended, the summary of significant accounting policies and the explanatory notes 1 to 39.
The Company's directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements, and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, these financial statements present, in all material respects, the financial position of the Group and of the Company as at 31 December 2010, and of their financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa.
Partner Sandton
18 February 2011
Registered Auditors Building 33, Deloitte Place, The Woodlands Woodlands Drive, Woodmead, Sandton Republic of South Africa
National Executive GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Risk Advisory NB Kader Tax & Legal Services L Geeringh Consulting L Bam Corporate Finance JK Mazzocco Human Resources CR Beukman Finance TJ Brown Clients NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board.
A full list of partners and directors is available on request.
B-BBEE rating: Level 2 contributor/AAA (certified by Empowerdex)
Member of Deloitte Touche Tohmatsu Limited
for the year ended 31 December 2010
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | Notes | 2010 | 2009 | 2010 | 2009 |
| Revenue | 2 | 11,717 | 11,137 | 5,606 | 5,568 |
| Materials, energy and consumables used | (5,422) | (5,371) | (2,624) | (2,785) | |
| Variable selling expenses | (1,482) | (1,430) | (857) | (864) | |
| Gross margin | 4,813 | 4,336 | 2,125 | 1,919 | |
| Maintenance and other indirect expenses | (667) | (631) | (351) | (335) | |
| Personnel costs | (1,939) | (1,773) | (905) | (766) | |
| Other net operating expenses | (351) | (355) | (3) | (85) | |
| Depreciation, amortisation and impairments | (842) | (845) | (507) | (505) | |
| Operating profit before special items | 2/3 | 1,014 | 732 | 359 | 228 |
| Operating special items | 4 | (256) | (171) | (241) | (248) |
| Operating profit/(loss) | 758 | 561 | 118 | (20) | |
| Non-operating special items | 4 | 152 | – | 152 | – |
| Net income from associates | 13 | 3 | – | – | – |
| Total profit/(loss) from operations | |||||
| and associates | 913 | 561 | 270 | (20) | |
| Net finance (costs)/income | 5 | (334) | (483) | 67 | 1 |
| Investment income | 5 | 250 | 181 | 480 | 418 |
| Financing costs | 5 | (584) | (664) | (413) | (417) |
| Profit/(loss) before tax | 579 | 78 | 337 | (19) | |
| Tax charge | 6 | (159) | (123) | (114) | (28) |
| Profit/(loss) from continuing operations | 420 | (45) | 223 | (47) | |
| Attributable to: Non-controlling interests |
56 | 31 | |||
| Equity holders of the parent company | 364 | (76) | |||
| Earnings per share (EPS) for profit/(loss) | |||||
| attributable to equity holders of the | |||||
| parent company | |||||
| Basic EPS (R cents) | 7 | 247.6 | (51.8) | ||
| Diluted EPS (R cents) | 7 | 247.6 | (51.8) | ||
| Basic underlying EPS (R cents) | 7 | 291.8 | 34.7 | ||
| Diluted underlying EPS (R cents) | 7 | 291.8 | 34.4 | ||
| Basic headline EPS (R cents) | 7 | 266.0 | (3.4) | ||
| Diluted headline EPS (R cents) | 7 | 266.0 | (3.4) |
for the year ended 31 December 2010
| Group | Company | |||||
|---|---|---|---|---|---|---|
| R million | Notes | 2010 | 2009 | 2010 | 2009 | |
| Profit/(loss) for the financial year | 420 | (45) | 223 | (47) | ||
| Other comprehensive income: | ||||||
| Effect of cash flow hedges | 24 | (7) | 6 | – | – | |
| Actuarial (losses)/gains and surplus restriction | ||||||
| on post-retirement benefit schemes | 24 | (214) | 91 | (196) | 74 | |
| Effect of option | 24 | 3 | – | – | – | |
| Tax relating to components of other | ||||||
| comprehensive income | 24 | 67 | (26) | 54 | (21) | |
| Other comprehensive income for the | ||||||
| financial year, net of tax | 24 | (151) | 71 | (142) | 53 | |
| Total comprehensive income for the | ||||||
| financial year | 269 | 26 | 81 | 6 | ||
| Attributable to: | ||||||
| Non-controlling interests | 54 | 35 | ||||
| Equity holders of the parent company | 215 | (9) |
as at 31 December 2010
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | Notes | 2010 | 2009 | 2010 | 2009 |
| Intangible assets Property, plant and equipment Forestry assets |
9 10 11 |
649 7,697 2,838 |
689 8,119 2,675 |
– 5,653 2,101 |
– 6,077 2,007 |
| Investments in subsidiaries Investments in associates Investments in joint ventures |
12 13 14 |
– 56 – |
– 30 – |
2,397 – 368 |
2,238 – 249 |
| Financial asset investments Deferred tax assets Retirement benefits surplus |
15 22 23 |
133 37 81 |
94 71 83 |
152 – 60 |
135 – 79 |
| Total non-current assets | 11,491 | 11,761 | 10,731 | 10,785 | |
| Inventories Trade and other receivables Investments in subsidiaries Financial asset investments Cash and cash equivalents Derivative financial instruments |
16 17 12 15 20 |
1,133 2,244 – 4 216 19 |
1,209 2,153 – – 422 7 |
373 1,183 77 22 8 17 |
475 1,160 74 – 4 3 |
| Total current assets Assets held for sale |
30 | 3,616 12 |
3,791 372 |
1,680 10 |
1,716 371 |
| Total assets | 15,119 | 15,924 | 12,421 | 12,872 | |
| Short-term borrowings Trade and other payables Current tax liabilities Provisions Derivative financial instruments |
19 18 21 20 |
(1,815) (1,621) (12) (110) (9) |
(1,549) (1,728) (28) (65) (3) |
(1,719) (743) – (83) (2) |
(1,182) (821) – (59) (1) |
| Total current liabilities | (3,567) | (3,373) | (2,547) | (2,063) | |
| Medium and long-term borrowings Retirement benefits obligation Deferred tax liabilities Provisions Other non-current liabilities Derivative financial instruments |
19 23 22 21 20 |
(1,567) (827) (1,715) (32) (51) (27) |
(2,739) (637) (1,710) (48) (67) (19) |
(299) (741) (1,468) (27) – – |
(1,270) (584) (1,429) (31) – – |
| Total non-current liabilities Liabilities directly associated with assets classified as held for sale |
30 | (4,219) – |
(5,220) (93) |
(2,535) – |
(3,314) (93) |
| Total liabilities | (7,786) | (8,686) | (5,082) | (5,470) | |
| Net assets | 7,333 | 7,238 | 7,339 | 7,402 | |
| Equity Ordinary share capital Share premium Retained earnings and other reserves |
26 26 |
103 5,073 1,802 |
103 5,073 1,750 |
103 5,073 2,163 |
103 5,073 2,226 |
| Total attributable to equity holders of the parent company Non-controlling interests in equity |
6,978 355 |
6,926 312 |
7,339 – |
7,402 – |
|
| Total equity | 7,333 | 7,238 | 7,339 | 7,402 |
The Group's consolidated financial statements and the Company's financial statements, and related notes 1 to 39, were approved by the board and authorised for issue on 18 February 2011 and were signed on its behalf by:
David Hathorn Andrew King Director Director
for the year ended 31 December 2010
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | Notes | 2010 | 2009 | 2010 | 2009 |
| Cash generated from operations | 31a | 2,020 | 2,518 | 1,154 | 1,263 |
| Dividends from associates | 13 | – | 1 | – | – |
| Income tax paid | (63) | (41) | (16) | (13) | |
| Net cash generated from operating activities |
1,957 | 2,478 | 1,138 | 1,250 | |
| Cash flows from investing activities | |||||
| Acquisition of subsidiaries, net of cash | |||||
| and cash equivalents | 28 | – | (1) | – | – |
| Proceeds from disposal of subsidiaries, | |||||
| net of cash and cash equivalents | 29 | 357 | 1 | 357 | – |
| Investment in property, plant and equipment | 10 | (578) | (524) | (269) | (302) |
| Proceeds from the disposal of tangible | |||||
| and intangible assets | 1 | 64 | (3) | 61 | |
| Investment in forestry assets | 11 | (448) | (465) | (381) | (392) |
| Investment in financial asset investments | 15 | (10) | (9) | (24) | (8) |
| Proceeds from disposal of financial asset | |||||
| investments | 15 | – | – | 4 | – |
| Investment in associates | 13 | (20) | – | – | – |
| Loan advances to related parties Loan repayments from/(advances to) |
(50) | (51) | (281) | (317) | |
| external parties | 8 | 12 | (23) | 9 | |
| Interest received | 75 | 54 | 321 | 291 | |
| Other investing activities | – | 1 | – | – | |
| Net cash used in investing activities | (665) | (918) | (299) | (658) | |
| Cash flows from financing activities | |||||
| Repayment of short-term borrowings | 31c | (914) | (891) | (454) | (640) |
| Proceeds from/(repayment of) medium | |||||
| and long-term borrowings | 31c | 189 | (59) | 200 | 270 |
| Interest paid | (397) | (560) | (241) | (316) | |
| Dividends paid to non-controlling interests | 8 | (7) | (4) | – | – |
| Dividends paid to equity holders of the | |||||
| parent company | 8 | (157) | (135) | (157) | (135) |
| Purchases of treasury shares | (20) | (8) | – | – | |
| Payment of Mondi plc share-based | |||||
| payment charge | (1) | (1) | (1) | (1) | |
| Repayment of non-current liabilities | (7) | – | – | – | |
| Other financing activities | – | – | 1 | – | |
| Net cash used in financing activities | (1,314) | (1,658) | (652) | (822) | |
| Net (decrease)/increase in cash and | |||||
| cash equivalents | (22) | (98) | 187 | (230) | |
| Cash and cash equivalents at | |||||
| beginning of year1 | (199) | 149 | (612) | (132) | |
| Cash movement in the year | 31c | (22) | (98) | 187 | (230) |
| Reclassification | 31c | – | (250) | – | (250) |
| Cash and cash equivalents at | |||||
| end of year1 | (221) | (199) | (425) | (612) |
Note:
1 'Cash and cash equivalents' includes overdrafts and cash flows from disposal groups and is reconciled to the statements of financial position in note 31b.
| Group | |||||||
|---|---|---|---|---|---|---|---|
| R million | Mondi Limited share capital |
Mondi Limited share premium |
Retained earnings |
Other reserves1 |
Total attributable to equity holders of the parent company |
Non controlling interests |
Total equity |
| At 1 January 2009 | 103 | 5,073 | 1,712 | 172 | 7,060 | 277 | 7,337 |
| Dividends paid | – | – | (135) | – | (135) | (4) | (139) |
| Total comprehensive income for the year Issue of Mondi Limited shares |
– | – | (76) | 67 | (9) | 35 | 26 |
| under employee share schemes Purchases of treasury shares |
– | – | 13 | (13) | – | – | – |
| (see note 26) Share options exercised – Anglo |
– | – | (8) | – | (8) | – | (8) |
| American share scheme | – | – | (4) | – | (4) | – | (4) |
| Disposal of businesses (see note 30) | – | – | 3 | – | 3 | – | 3 |
| Other | – | – | 5 | 14 | 19 | 4 | 23 |
| At 31 December 2009 | 103 | 5,073 | 1,510 | 240 | 6,926 | 312 | 7,238 |
| Dividends paid | – | – | (157) | – | (157) | (7) | (164) |
| Total comprehensive income for the year Issue of Mondi Limited shares under |
– | – | 364 | (149) | 215 | 54 | 269 |
| employee share schemes2 Purchases of treasury shares |
– | – | 12 | (6) | 6 | – | 6 |
| (see note 26) Share options exercised – Anglo |
– | – | (20) | – | (20) | – | (20) |
| American share scheme | – | – | (1) | – | (1) | – | (1) |
| Reclassification | – | – | (2) | 6 | 4 | (4) | – |
| Other | – | – | (12) | 17 | 5 | – | 5 |
| At 31 December 2010 | 103 | 5,073 | 1,694 | 108 | 6,978 | 355 | 7,333 |
Notes:
1 Other reserves are analysed further below.
2 The net amount of R6 million is a deferred tax asset for a future tax deduction available to the Group when the treasury shares are issued to share scheme participants.
| Other reserves1 | Group | ||||||
|---|---|---|---|---|---|---|---|
| R million | Share- based payment reserve |
Cumulative translation adjustment reserve |
Cash flow hedge reserve |
Post retirement benefit reserve |
reserve | Non Option distributable reserves |
Total |
| At 1 January 2009 Total comprehensive income for the year Mondi share schemes' charge |
18 – 10 |
(5) – – |
(18) 5 – |
62 62 – |
(54) – – |
169 – – |
172 67 10 |
| Issue of Mondi Limited shares under employee share schemes Issue of Mondi plc shares under |
(13) | – | – | – | – | – | (13) |
| employee share schemes Non-controlling put option issued |
(1) – |
– – |
– – |
– – |
– 5 |
– – |
(1) 5 |
| At 31 December 2009 | 14 | (5) | (13) | 124 | (49) | 169 | 240 |
| Total comprehensive income for the year Mondi share schemes' charge Issue of Mondi Limited shares under |
– 18 |
– – |
– – |
(152) – |
3 – |
– – |
(149) 18 |
| employee share schemes Issue of Mondi plc shares under |
(6) | – | – | – | – | – | (6) |
| employee share schemes Reclassification |
(1) 6 |
– – |
– – |
– – |
– – |
– – |
(1) 6 |
| At 31 December 2010 | 31 | (5) | (13) | (28) | (46) | 169 | 108 |
Note:
1 All movements in other reserves are disclosed net of non-controlling interests. The movements in non-controlling interests as a direct result of the movements in other reserves for the year ended 31 December 2010 are as follows – decrease in non-controlling interests related to total comprehensive income for the year of R2 million (2009: increase of R4 million).
| Company | |||||
|---|---|---|---|---|---|
| R million | Mondi Limited share capital |
Mondi Limited share premium |
Retained earnings |
Other reserves1 |
Total attributable to equity holders of the Company |
| At 1 January 2009 Dividends paid Total comprehensive income for the year Issue of Mondi Limited shares under employee share schemes |
103 – – – |
5,073 – – – |
2,114 (135) (47) 4 |
245 – 53 (4) |
7,535 (135) 6 – |
| Share options exercised – Anglo American share scheme Shares vested from Mondi Incentive Schemes Trust Other |
– – – |
– – – |
(4) (5) – |
– – 5 |
(4) (5) 5 |
| At 31 December 2009 | 103 | 5,073 | 1,927 | 299 | 7,402 |
| Dividends paid Total comprehensive income for the year Issue of Mondi Limited shares under |
– – |
– – |
(157) 223 |
– (142) |
(157) 81 |
| employee share schemes2 Share options exercised – Anglo American share scheme Shares vested from Mondi Incentive |
– – |
– – |
8 (1) |
(2) – |
6 (1) |
| Schemes Trust Other |
– – |
– – |
(1) – |
– 9 |
(1) 9 |
| At 31 December 2010 | 103 | 5,073 | 1,999 | 164 | 7,339 |
Notes:
1 Other reserves are analysed further below.
2 The net amount of R6 million is a deferred tax asset for a future tax deduction available to the Company when the treasury shares are issued to share scheme participants.
| Other reserves | Company | |||||
|---|---|---|---|---|---|---|
| R million | Share- based payment reserve |
Post retirement benefit reserve |
Non distributable reserves |
Total | ||
| At 1 January 2009 Total comprehensive income for the year Mondi share schemes' charge Issue of Mondi Limited shares under employee share schemes Issue of Mondi plc shares under employee share schemes |
10 – 6 (4) (1) |
66 53 – – – |
169 – – – – |
245 53 6 (4) (1) |
||
| At 31 December 2009 | 11 | 119 | 169 | 299 | ||
| Total comprehensive income for the year Mondi share schemes' charge Issue of Mondi Limited shares under employee share schemes Issue of Mondi plc shares under employee share schemes |
– 10 (2) (1) |
(142) – – – |
– – – – |
(142) 10 (2) (1) |
||
| At 31 December 2010 | 18 | (23) | 169 | 164 |
for the year ended 31 December 2010
The consolidated financial statements and financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Group has also complied with South African Statements and Interpretations of Statements of Generally Accepted Accounting Practice. There are no differences for the Group and Company in applying IFRS as issued by the IASB. The financial statements have been prepared on a going concern basis. These financial statements should be read in conjunction with the Mondi Group's dual listed company (DLC) combined and consolidated financial statements.
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The principal accounting policies adopted are set out below.
The Mondi Group has two separate legal parent entities, Mondi Limited and Mondi plc, which operate under a DLC structure. The substance of the DLC structure is such that Mondi Limited and its subsidiaries, and Mondi plc and its subsidiaries, operate together as a single economic entity through a sharing agreement, with neither parent entity assuming a dominant role. The effects of this sharing agreement and the DLC have been ignored for the purpose of preparing these South African silo financial statements which have been prepared to comply with the South African Companies Act of 1973.
The consolidated financial statements incorporate the assets, liabilities, equity, revenues, expenses and cash flows of Mondi Limited, and of its respective subsidiary undertakings drawn up to 31 December each year. All intra-group balances, transactions, income and expenses are eliminated. Subsidiary undertakings are those entities over which the Group has the power, directly or indirectly, to govern operating and financial policy in order to obtain economic benefits.
The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated income statement from the effective date of acquiring control or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of subsidiaries to bring their accounting policies into alignment with those used by the Group.
The interest of non-controlling interests is measured, at initial recognition, as the non-controlling proportion of the fair values of the assets and liabilities recognised at acquisition, except for those instances where the Group elects to measure the non-controlling interests at fair value in accordance with the allowance provided in IFRS 3, 'Business Combinations' (revised).
After initial recognition non-controlling interests are measured as the aggregate of the value at initial recognition and their subsequent proportionate share of profits and losses.
The Company's investments in subsidiaries and joint ventures are reflected at cost less amounts written off and provisions for any impairments.
Associates are investments over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Typically, the Group owns between 20% and 50% of the voting equity of its associates. Investments in associates are accounted for using the equity method of accounting except when classified as held for sale.
The Group's share of associates' net income, presented net of tax, is based on financial statements drawn up to reporting dates that are either coterminous with that of the Group or no more than three months prior to that date. Where reporting dates are not coterminous, adjustments are made to the associate's net income for the effects of significant transactions or events that occur after the associate's reporting date up to the reporting date of the Group.
The total carrying values of investments in associates represent the cost of each investment including the carrying value of goodwill, the share of post-acquisition retained earnings, any other movements in reserves and any long-term debt interests which in substance form part of the Group's net investment in that entity. The carrying values of associates are reviewed on a regular basis and if an impairment has occurred, it is written off in the year in which those circumstances arose. The Group's share of an associate's losses in excess of its interest in that associate is not recognised unless the Group has an obligation to fund such losses.
A joint venture is an entity in which the Group holds a long-term interest with a contractually agreed sharing of control over the strategic, financial and operating decisions with one or more other venturers.
The Group's interests in jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share of the joint venture's individual income, expenditure, assets, liabilities and cash flows on a line-by-line basis with similar items in the Group's consolidated financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the Group's purchase of assets from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.
Revenue is derived principally from the sale of goods and is measured at the fair value of the consideration received or receivable, after deducting discounts, volume rebates, value added tax and other sales taxes. A sale is recognised when the significant risks and rewards of ownership have been transferred. This is when title and insurance risk has passed to the customer, and the goods have been delivered to a contractually agreed location.
Revenues generated from the sale of green energy and CO2 credits issued under international schemes are recorded as income within 'other net operating expenses' in the income statement when ownership rights pass to the buyer.
Interest income, which is derived from cash and cash equivalents, available-for-sale investments, and loans and receivables, is accrued on a time proportion basis, by reference to the principal outstanding and at the applicable effective interest rate.
Dividend income from investments is recognised when the shareholder's right to receive payment has been established.
At the date of acquisition the identifiable assets, liabilities and contingent liabilities of a subsidiary, a joint venture or an associate, are recorded at their fair values on acquisition date. Assets and liabilities, which cannot be measured reliably, are recorded at provisional fair values which are finalised within 12 months of the acquisition date.
The cost of a business combination includes the fair value of assets provided, liabilities incurred or assumed, and any equity instruments issued by a Group entity, in exchange for control of an acquiree. The directly attributable costs associated with a business combination are expensed as incurred.
Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is attributed to goodwill. Goodwill is subsequently measured at cost less any accumulated impairment losses.
Goodwill in respect of subsidiaries and joint ventures is included within intangible assets. Goodwill relating to associates is included within the carrying value of associates.
Where the fair values of the identifiable net assets acquired exceed the cost of the acquisition, the surplus, which represents the discount on the acquisition (bargain purchase), is credited to the consolidated income statement in the year of acquisition.
continued
for the year ended 31 December 2010
Goodwill arising on business combinations is allocated to the group of cash-generating units that are expected to benefit from the synergies of the combination and represents the lowest level at which goodwill is monitored by the board for internal management purposes. The recoverable amount of the group of cash-generating units to which goodwill has been allocated is tested for impairment annually on a consistent date during each financial year, or when events or changes in circumstances indicate that it may be impaired.
Any impairment is recognised in the consolidated income statement. Impairments of goodwill are not subsequently reversed.
Property, plant and equipment comprise land and buildings, property, plant and equipment and assets in the course of construction.
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost includes all costs incurred in bringing the assets to the location and condition for their intended use and includes borrowing costs incurred up to the date of commissioning.
Depreciation is charged so as to write off the cost of assets, other than land, and assets in the course of construction, over their estimated useful lives to their estimated residual values.
Assets in the course of construction are carried at cost, less any recognised impairment. Depreciation commences when the assets are ready for their intended use. Buildings and plant and equipment are depreciated to their residual values at varying rates, on a straight-line basis over their estimated useful lives. Estimated useful lives range from three years to 20 years for items of plant and equipment and to a maximum of 50 years for buildings.
Residual values and useful lives are reviewed at least annually.
Assets held under finance leases are capitalised at the lower of cash cost and the present value of minimum lease payments at the inception of the lease. These assets are depreciated over the shorter of the lease term and the expected useful lives of the assets.
Licences and other intangibles are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives. Estimated useful lives vary between three years and ten years and are reviewed at least annually.
Research expenditure is written off in the year in which it is incurred. Development costs are reviewed annually and are recognised as an expense if they do not qualify for capitalisation. Development costs are capitalised when the completion of the asset is both commercially and technically feasible and is amortised on a systematic basis over the economic life of the related development.
At each reporting date, the Group and Company review the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Group and Company estimate the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount of the asset, or cash-generating unit, is the higher of its fair value less costs to sell and its value-in-use. In assessing value-in-use, the estimated future cash flows generated by the asset are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset, or cash-generating unit, is estimated to be less than its carrying amount, the carrying amount of the asset, or cash-generating unit, is reduced to its recoverable amount. An impairment is recognised as an expense. Where the underlying circumstances change such that a previously recognised impairment subsequently reverses, the carrying amount of the asset, or cash-generating unit, is increased to the revised estimate of its recoverable amount. Such reversal is limited to the carrying amount that would have been determined had no impairment been recognised for the asset, or cashgenerating unit, in prior years. A reversal of an impairment is recognised in the income statement.
Owned forestry assets are measured at fair value, calculated by applying the expected selling price, less costs to harvest and deliver, to the estimated volume of timber on hand at each reporting date. The estimated volume of timber on hand is determined based on the maturity profile of the area under afforestation, the species, the geographic location and other environmental considerations and excludes future growth. The product of these is then adjusted to present value by applying a market related pre tax discount rate.
Changes in fair value are recognised in the income statement within 'Other net operating expenses'. At point of felling, the carrying value of forestry assets is transferred to inventory.
Directly attributable costs incurred during the year of biological growth and investments in standing timber are capitalised and presented within cash flows from investing activities in the statement of cash flows.
Non-current assets, and disposal groups, are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. Non-current assets, and disposal groups, classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell from the date on which these conditions are met.
Any resulting impairment is reported through the income statement as a special item. On classification as held for sale, the assets are no longer depreciated or amortised. Comparative amounts are not adjusted.
Discontinued operations are either a separate major line of business or geographical area of operations that have been sold or are part of a single co-ordinated plan for disposal, or represent a subsidiary acquired exclusively with a view to resale.
Inventory and work-in-progress are valued at the lower of cost and net realisable value. Cost is determined on the first-in-first-out (FIFO) basis. Cost comprises direct materials and overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value is defined as the selling price less any estimated costs to sell.
The Group and Company operate both defined benefit and defined contribution schemes for its employees as well as postretirement medical plans.
continued
for the year ended 31 December 2010
For defined contribution schemes, the amount charged to the income statement is the contributions paid or payable during the year.
For defined benefit pension and post-retirement medical plans, actuarial valuations are performed at each financial year end. The average discount rate for the plans' liabilities is based on AA rated corporate bonds or similar government bonds of a suitable duration and currency. Pension plans' assets are measured using year end market values.
Actuarial gains and losses, which arise from differences between expected and actual outcomes or changes in actuarial assumptions, are recognised immediately in other comprehensive income and accumulated in equity. Any increase in the present value of plan liabilities expected to arise from employee service during the year is charged to operating profit. The expected return on plan assets and the expected increase during the year in the present value of plan liabilities are included in investment income and interest expense respectively.
Past service cost is recognised immediately to the extent that the benefits are already vested or is amortised on a straight-line basis over the period until the benefits become vested.
The retirement benefits obligation recognised in the statement of financial position represents the present value of the defined benefit obligation as adjusted for unrecognised past service costs and as reduced by the fair value of scheme assets. Any asset (retirement benefits surplus) resulting from this calculation is limited to past service costs, plus the present value of available refunds and reductions in future contributions to the relevant Group and Company scheme.
The tax expense represents the sum of the current tax charge, the movement in deferred tax and Secondary Tax on Companies (STC).
The current tax payable is based on taxable profit for the year. The Group's and Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
The Group and Company pay STC on dividends declared by South African entities net of dividends received, based on the applicable STC rate.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the Group's consolidated financial statements and Company's financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that affects neither the tax profit nor accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the Group and Company are able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to other comprehensive income and accumulated in equity, in which case the deferred tax is also taken directly to other comprehensive income and accumulated in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group and Company intend to settle its current tax assets and liabilities on a net basis.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Rental costs under operating leases are charged to the income statement in equal annual amounts over the lease term unless another systematic basis is more representative of the pattern of use.
Assets held under finance leases are recognised as assets of the Group and Company at inception of the lease at the lower of fair value or the present value of the minimum lease payments derived by discounting using the interest rate implicit in the lease. The interest element of the rental is recognised as a finance charge in the income statement, unless it is directly attributable to qualifying assets, in which case it is capitalised in accordance with the Group's and Company's policy on borrowing costs.
Provisions are recognised when the Group and Company have a present obligation as a result of a past event, which it will be required to settle. Provisions are measured at management's best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present value where the effect is material.
An obligation to incur restoration and environmental costs arises when environmental disturbance is caused by the ongoing production of a plant or landfill site. Costs for restoration of site damage are provided for at their present values and charged against profit or loss as the obligation arises.
Foreign currency transactions are recorded in their functional currencies at the exchange rates ruling on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting date. Gains and losses arising on translation are included in the income statement for the year and are classified as either operating or financing depending on the nature of the monetary item giving rise to them.
The Group's and Company's results are presented in rands (the Group's and Company's functional and presentation currency), the currency in which most of its business is conducted. On consolidation, the assets and liabilities of the Group's overseas operations are translated into the presentation currency of the Group at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the year where these approximate the rates at the dates of transactions. Exchange differences arising, if any, are recognised directly in other comprehensive income, and accumulated in equity. Such translation differences are reclassified to profit or loss only on disposal or partial disposal of the overseas operation.
continued
for the year ended 31 December 2010
The Group and Company operate a number of equity-settled, share-based compensation schemes. The fair value of the employee services received in exchange for the grant of share awards is recognised concurrently as an expense and an adjustment to equity. The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards granted, as adjusted for market performance conditions and non-vesting conditions where applicable. Vesting conditions are included in assumptions about the number of awards that are expected to vest. At each reporting date, the Group and Company revise their estimate of the number of share awards that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
Financial assets and financial liabilities are recognised in the Group's consolidated statement of financial position and in the Company's statement of financial position when the Group and Company become party to the contractual provisions of the instrument.
Investments, other than investments in subsidiaries, joint ventures and associates, are either classified as available-for-sale or loans and receivables.
Available-for-sale investments are initially recorded at fair value. They are subsequently remeasured at each reporting date to fair value. Any unrealised gains and losses are recognised in other comprehensive income and deferred in equity until an investment is disposed of or impaired, at which time the cumulative gain or loss deferred in equity is included in the income statement.
Loans and receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method.
Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments of a maturity of three months or less from the date of acquisition that are readily convertible to a known amount of cash and that are subject to an insignificant risk of changes in value. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position. Cash and cash equivalents in the statement of cash flows and in the presentation of net debt are reflected net of overdrafts.
Trade receivables are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest rate method, less allowance for any impairment as appropriate.
Trade payables are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest rate method.
Interest bearing loans and overdrafts are initially recognised at fair value, net of direct transaction costs. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds, net of transaction costs, and the redemption value is recognised in the income statement over the term of the borrowings using the effective interest rate method.
Net debt is a non-IFRS measure and consists of short-term, medium and long-term borrowings, bank overdrafts less cash and loans to related parties, cash equivalents and current financial asset investments.
Interest on borrowings directly relating to the acquisition, construction or production of qualifying assets is capitalised until such time as the assets are substantially ready for their intended use or sale. Where funds have been borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group or Company during the construction period.
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
The Group and Company enter into forward contracts in order to hedge its exposure to foreign exchange risk. The Group and Company do not use derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently held at fair value in the statement of financial position within 'derivative financial instruments', and, when designated as hedges, are classified as current or non-current depending on the maturity of the derivative. Derivatives that are not designated as hedges are classified as current, even when their actual maturity is expected to be greater than one year.
Changes in the fair value of derivative instruments that are not formally designated in hedge relationships are recognised immediately in the income statement and are classified within 'Operating profit' or 'Net finance costs', depending on the type of risk that the derivative relates to.
The effective portion of changes in the fair value of derivative financial instruments that are designated as hedges of future cash flows are recognised directly in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. If the cash flow hedge of a forecast transaction results in the recognition of a non-financial asset or a non-financial liability then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in the Group's or Company's cash flow hedge reserve in equity are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of a non-financial asset or a non-financial liability, amounts deferred in the Group's or Company's cash flow hedge reserve in equity are recognised in the income statement in the same period in which the hedged item affects profit or loss on a proportionate basis.
For an effective hedge of an exposure to changes in fair value, the hedged item is adjusted for changes in fair value attributable to the risk being hedged with the corresponding entry in the income statement. Gains or losses from remeasuring the associated derivative are also recognised in the income statement.
Hedge accounting is discontinued when the hedge relationship is revoked or the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss deferred in equity remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. If a hedge transaction is no longer expected to occur, the net cumulative gain or loss deferred in equity is included immediately in the income statement.
An equity instrument is any contract which evidences a residual interest in the net assets of an entity.
Incremental costs directly attributable to the issue of new shares are shown as a deduction, net of applicable tax, from the proceeds. An incremental share issue cost is one which would not have arisen if shares had not been issued.
continued
for the year ended 31 December 2010
The purchase by any Group entity of Mondi Limited's equity instruments results in the recognition of treasury shares. The consideration paid is deducted from equity. Where treasury shares are subsequently sold, reissued or otherwise disposed of, any consideration received is included in equity attributable to the equity holders of Mondi Limited, net of any directly attributable incremental transaction costs and the related tax effects.
Dividend distributions to Mondi Limited's ordinary equity holders are recognised as a liability in the period in which the dividends are declared and approved. Final dividends are accrued when approved by Mondi Limited's ordinary equity holders at its annual general meeting and interim dividends are recognised when approved by the board.
Special items are those items of financial performance that the Group and Company believe should be separately disclosed to assist in the understanding of the underlying financial performance achieved by the Group and its businesses. Such items are material by nature or amount in relation to the financial year's results.
Basic EPS is calculated by dividing net profit attributable to ordinary equity holders of the parent company by the weighted average number of ordinary Mondi Limited shares in issue during the year, net of treasury shares. For this purpose, net profit is defined as the profit after tax and special items attributable to equity holders of the parent company.
For diluted EPS, the weighted average number of Mondi Limited ordinary shares in issue, net of treasury shares, is adjusted to assume conversion of all dilutive potential ordinary shares, such as share awards granted to employees. Potential or contingent share issuances are treated as dilutive when their conversion to shares would decrease net EPS. The effect of anti-dilutive potential shares is excluded from the calculation of diluted EPS.
Underlying EPS excludes the impact of special items and is a non-IFRS measure. It is included to provide an additional basis on which to measure the Group's earnings performance. The presentation of headline EPS is mandated under the JSE Listings Requirements and is calculated in accordance with Circular 3/2009, 'Headline Earnings', as issued by the South African Institute of Chartered Accountants.
The Group's operating segments are reported in a manner consistent with the internal reporting provided to the DLC executive committee, being the chief operating decision-making body.
There were no Standards or Interpretations early adopted by the Group and Company in the current year.
The Group and Company have adopted the following Standards, amendments to published Standards and Interpretations during the current year, all of which had no significant impact on the Group's and Company's results:
The Group has adopted IFRS 3, 'Business Combinations' (revised 2008), and IAS 27, 'Consolidated and Separate Financial Statements' (revised 2008). Both Standards became effective for annual reporting periods beginning on or after 1 July 2009.
The most significant changes, all of which are applied prospectively, to the Group's previous accounting policies for business combinations are as follows:
Any adjustments to contingent consideration for acquisitions made prior to 1 January 2010 which result in an adjustment to goodwill continue to be accounted for under IFRS 3 (2004) and IAS 27 (2005), for which the accounting policies can be found in the Group's annual financial statements for the year ended 31 December 2009. The application of both revised Standards did not have a material impact on the Group's results.
continued
for the year ended 31 December 2010
The following Standards, amendments to published Standards and Interpretations are not expected to have a significant impact on the Group's and Company's results in the first year of adoption:
The Group and Company is in the process of assessing the impact of IFRS 9, 'Financial Instruments', on the Group's and Company's results in the period of initial adoption. This Standard will become effective for annual reporting periods beginning on or after 1 January 2013.
The preparation of the Group's consolidated financial statements and the Company's financial statements include the use of estimates and assumptions which affect certain items reported in the statement of financial position and the income statement. The disclosure of contingent assets and liabilities is also affected by the use of estimation techniques. Although the estimates used are based on management's best knowledge of current circumstances and future events and actions, actual results may differ from those estimates. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next financial year are disclosed below.
The carrying values of certain tangible fixed assets are sensitive to assumptions relating to projected residual values and useful economic lives, which determine the depreciable amount and the rate at which capital expenditure is depreciated. The Group and Company reassess these assumptions at least annually or more often if there are indications that they require revision. Estimated residual values are based on available secondary market prices as at the reporting date unless estimated to be zero. Useful economic lives are based on the expected usage, wear and tear, technical or commercial obsolescence and legal limits on the usage of capital assets.
The Group assesses annually whether goodwill has suffered any impairment, in accordance with the stated Group accounting policy. The recoverable amounts of goodwill allocated to cash-generating units and tangible fixed assets are determined based on value-in-use calculations, which require the exercise of management's judgement across a limited range of input assumptions and estimates. The principal assumptions used relate to the time value of money and expected future cash flows.
The Group and Company assess annually whether there are any indications that items of property, plant and equipment, including assets in the course of construction, have suffered any impairment. Indications of impairment are inherently judgemental and may require management to assess both internal and external sources of information.
The Group and Company determine the fair value based on the present value of expected net cash flows arising from its owned forestry assets, discounted at a current, market determined pre tax rate. Management's judgement is exercised in determining future net cash flows and the discount rate. Future net cash flows are dependent upon inputs including expected selling prices; costs of transport, harvesting, extraction and loading (THEL); and the factor used to convert hectares of land under afforestation to tonnes of standing timber which in itself is dependent on a variety of environmental factors. Net selling price is selling price after deduction of THEL costs.
The Group's and Company's scheme liabilities are sensitive to changes in various underlying actuarial assumptions set by management. These assumptions include the discount and inflation rates to apply to scheme liabilities, the mortality rates to apply to scheme members, the long-term medical cost trend rates to apply to medical schemes and the rates of increase of future salaries. Further details regarding the assumptions are set out in note 23.
The Group's externally reportable segments reflect the internal reporting structure of the Group, which is the basis on which resource allocation decisions are made by management in the attainment of strategic objectives. The Group operates primarily in South Africa. This geographic region is further split by product segments reflecting the management of the Group.
The material product types from which the Group's externally reportable segments derive both their internal and external revenues are presented as follows:
| Operating segments | Internal revenues1 | External revenues |
|---|---|---|
| South Africa Division | – Uncoated fine paper – Pulp – Corrugated products |
– Uncoated fine paper – Pulp – Corrugated products – Woodchips |
| Mondi Packaging South Africa | – Corrugated products – Recycled fibre |
– Corrugated products – Plastic packaging products |
Note:
1 The Group operates a vertically-integrated structure in order to benefit from economies of scale and to more effectively manage the risk of adverse price movements in key input costs. Internal revenues are therefore generated across the supply chain.
continued
for the year ended 31 December 2010
Management has regard to certain operating segment measures in making resource allocation decisions and monitoring segment performance. The operating segment measures required to be disclosed adhere to the recognition and measurement criteria presented in the Group's accounting policies. In addition, the Group has presented certain non-IFRS measures by segment to supplement the user's understanding. All inter-group transactions are conducted on an arm's length basis.
The Group's measure of net segment assets includes the allocation of retirement benefits surpluses and deficits on an appropriate basis. The measure of segment results exclude, however, the financing effects of the Group's defined benefit pension plans. In addition, the Group's measure of net segment assets does not include an allocation for derivative assets and liabilities, nonoperating receivables and payables and assets held for sale and associated liabilities. The measure of segment results includes the effects of certain movements in these unallocated balances.
The Group's geographic analysis is presented on the following level:
There has been no change in the basis of measurement of segment profit or loss in the financial year.
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| R million | Segment | Internal | External | Segment | Internal | External |
| revenue | revenue1 | revenue2 | revenue | revenue1 | revenue2 | |
| South Africa Division | 5,609 | (722) | 4,887 | 5,576 | (738) | 4,838 |
| Mondi Packaging South Africa | 6,258 | (163) | 6,095 | 5,774 | (193) | 5,581 |
| Corporate & other businesses | 743 | (8) | 735 | 727 | (9) | 718 |
| Segments total | 12,610 | (893) | 11,717 | 12,077 | (940) | 11,137 |
| Inter-segment elimination | (893) | 893 | – | (940) | 940 | – |
| Group total | 11,717 | – | 11,717 | 11,137 | – | 11,137 |
Notes:
1 Inter-segment transactions are conducted on an arm's length basis.
2 The description of each business segment reflects the nature of the main products they sell. In certain instances the business segments sell minor volumes of other products and due to this reason the external segment revenues will not necessarily reconcile to the external revenues by each type of product presented below.
| R million | 2010 | 2009 |
|---|---|---|
| Products | ||
| Corrugated products | 5,133 | 4,752 |
| Uncoated fine paper | 2,065 | 2,467 |
| Pulp | 1,287 | 729 |
| Woodchips | 560 | 587 |
| Other1 | 2,672 | 2,602 |
| Group total | 11,717 | 11,137 |
Note:
1 Revenues derived from product types that are not individually material in nature are classified as other.
| R million | 2010 | 2009 |
|---|---|---|
| Revenue | ||
| Africa | ||
| South Africa (Country of domicile) | 7,880 | 7,396 |
| Rest of Africa | 1,254 | 1,045 |
| Africa total | 9,134 | 8,441 |
| Western Europe | ||
| Austria | 1,305 | 1,716 |
| Rest of western Europe | 151 | 162 |
| Western Europe total | 1,456 | 1,878 |
| South America | 24 | 19 |
| Asia and Australia | 1,103 | 799 |
| Group total | 11,717 | 11,137 |
| R million | 2010 | 2009 |
|---|---|---|
| Revenue | ||
| Africa | ||
| South Africa (Country of domicile) | 11,567 | 11,023 |
| Rest of Africa | 150 | 114 |
| Group total | 11,717 | 11,137 |
Revenues from one customer of the Uncoated Fine Paper segment and from one customer of the Containerboard segment represent approximately R284 million and R966 million, respectively (2009: R710 million and R968 million, respectively) of the Group's total revenues.
continued
for the year ended 31 December 2010
| R million | 2010 | 2009 |
|---|---|---|
| South Africa Division | 545 | 395 |
| Mondi Packaging South Africa | 484 | 406 |
| Corporate & other businesses | (15) | (69) |
| Segments total | 1,014 | 732 |
| Special items (see note 4) | (104) | (171) |
| Net income from associates (see note 13) | 3 | – |
| Net finance costs (see note 5) | (334) | (483) |
| Group profit before tax | 579 | 78 |
| Depreciation and amortisation | Operating lease charges | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| South Africa Division | 506 | 506 | 49 | 54 |
| Mondi Packaging South Africa | 319 | 307 | 91 | 80 |
| Corporate & other businesses | 17 | 32 | 15 | 14 |
| Group and segments total | 842 | 845 | 155 | 148 |
| 2010 | 2009 | |||
|---|---|---|---|---|
| R million | Segment | Net segment | Segment | Net segment |
| assets1 | assets | assets1 | assets | |
| South Africa Division | 9,671 | 8,448 | 10,115 | 8,951 |
| Mondi Packaging South Africa | 4,485 | 3,482 | 4,492 | 3,454 |
| Corporate & other businesses | 454 | 292 | 418 | 287 |
| Inter-segment elimination | (223) | – | (286) | – |
| Segments total Unallocated: Investments in associates Deferred tax assets/(liabilities) Other non-operating assets/(liabilities)2 |
14,387 56 37 286 |
12,222 56 (1,678) (238) |
14,739 30 71 568 |
12,692 30 (1,639) (73) |
| Group trading capital employed | 14,766 | 10,362 | 15,408 | 11,010 |
| Financial asset investments | 137 | 137 | 94 | 94 |
| Net debt | 216 | (3,166) | 422 | (3,866) |
| Group assets | 15,119 | 7,333 | 15,924 | 7,238 |
Notes:
1 Segment assets are operating assets and as at 31 December 2010 consist of property, plant and equipment of R7,697 million (2009: R8,119 million), intangible assets of R649 million (2009: R689 million), forestry assets of R2,838 million (2009: R2,675 million), retirement benefits surplus of R81 million (2009: R83 million), inventories of R1,133 million (2009: R1,209 million) and operating receivables of R1,989 million (2009: R1,964 million).
2 Other non-operating assets consist of derivative assets of R19 million (2009: R7 million), other non-operating receivables of R255 million (2009: R189 million) and assets held for sale of R12 million (2009: R372 million). Other non-operating liabilities consist of derivative liabilities of R36 million (2009: R22 million), non-operating provisions of R138 million (2009: R111 million), current income tax liabilities of R12 million (2009: R28 million), other non-operating liabilities of R338 million (2009: R387 million) and liabilities directly associated with assets classified as held for sale of Rnil (2009: R93 million).
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| R million | Non-current non-financial assets1 |
Segment assets |
Net assets |
Non-current segment non-financial assets1 |
Segment assets |
Net segment assets |
| Africa South Africa (Country of domicile) Rest of Africa |
11,144 40 |
14,292 95 |
12,156 66 |
11,453 30 |
14,658 81 |
12,640 52 |
| Group total | 11,184 | 14,387 | 12,222 | 11,483 | 14,739 | 12,692 |
Note:
1 Non-current non-financial assets are non-current assets and consist of property, plant and equipment, intangible assets and forestry assets, but exclude retirement benefits surplus, deferred tax assets and non-current financial assets.
| Additions to non-current non-financial assets1 |
Capital expenditure cash payments2 |
|||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| South Africa Division | 687 | 731 | 270 | 300 |
| Mondi Packaging South Africa | 270 | 194 | 270 | 193 |
| Corporate & other businesses | 69 | 65 | 38 | 31 |
| Group and segments total | 1,026 | 990 | 578 | 524 |
Notes:
1 Additions to non-current non-financial assets reflect cash payments and accruals in respect of additions to property, plant and equipment, intangible assets and forestry assets and include interest capitalised as well as additions resulting from acquisitions through business combinations. Additions to non-current non-financial assets, however, exclude additions to deferred tax assets, retirement benefits surplus and non-current financial assets.
2 Capital expenditure cash payments exclude business combinations, interest capitalised and investments in intangible and forestry assets.
continued
for the year ended 31 December 2010
Operating profit before special items for the year has been arrived at after (charging)/crediting:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Depreciation of property, plant and equipment | ||||
| (see note 10) | (802) | (803) | (507) | (505) |
| Amortisation of intangible assets (see note 9) | (40) | (42) | – | – |
| Operating lease charges (see note 2) | (155) | (148) | (49) | (54) |
| Research and development expenditure | (23) | (22) | (5) | (5) |
| Increase in allowance for impairment of trade | ||||
| receivables (see note 17) | (7) | (5) | (5) | – |
| Foreign currency gains | 30 | 43 | 26 | 69 |
| Fair value (losses)/gains on forward foreign | ||||
| exchange contracts | (5) | 1 | – | (1) |
| Fair value gains on forestry assets (see note 11) | 349 | 323 | 208 | 243 |
| Felling costs (see note 11) | (635) | (581) | (496) | (455) |
| (Loss)/profit on disposal of tangible and | ||||
| intangible assets | (2) | 53 | (4) | 53 |
| Total employee costs | (1,939) | (1,773) | (905) | (766) |
| Employee costs | (1,824) | (1,650) | (844) | (704) |
| Defined benefit pension plan costs | (30) | (34) | (21) | (21) |
| Defined contribution pension plan costs | (85) | (89) | (40) | (41) |
| Auditors' remuneration | (12) | (14) | (5) | (6) |
| Audit fees | (11) | (11) | (4) | (4) |
| Non-audit fees | (1) | (3) | (1) | (2) |
Total revenue, as defined under IAS 18, 'Revenue', consisting of revenue, interest income and dividend income was R11,779 million and R5,926 million for Group and Company respectively (2009: R11,192 million and R5,879 million respectively).
Other than depreciation and amortisation, and fair value movements on forestry assets which are disclosed above, there are no other significant non-cash items recorded within Group operating profit as stated before operating special items.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Operating special items | ||||
| Asset impairments | (200) | (226) | (186) | (216) |
| Restructuring and closure costs | ||||
| Restructuring and closure costs excluding | ||||
| related personnel costs | (37) | (2) | (37) | (2) |
| Personnel costs relating to restructuring | (19) | (29) | (18) | (29) |
| Proceeds on insurance | – | 87 | – | – |
| Demerger arrangements | – | (1) | – | (1) |
| Total operating special items | (256) | (171) | (241) | (248) |
| Non-operating special items | ||||
| Profit on disposals (see note 29) | 152 | – | 152 | – |
| Total non-operating special items | 152 | – | 152 | – |
| Total special items before tax and non-controlling | ||||
| interests | (104) | (171) | (89) | (248) |
| Tax (see note 6) | 38 | 60 | (13) | 70 |
| Non-controlling interests | 1 | (16) | – | – |
| Total special items attributable to equity | ||||
| holders of the parent company | (65) | (127) | (102) | (178) |
| Group | ||
|---|---|---|
| R million | 2010 | 2009 |
| South Africa Division | (89) | (248) |
| Mondi Packaging South Africa | (6) | 77 |
| Corporate & other businesses | (9) | – |
| Segments total | (104) | (171) |
In South Africa Division, a 120,000 tonne uncoated fine paper machine and related converting capacity in the Merebank plant was mothballed in September 2010 and the business restructured. This led to the recognition of an asset impairment of R186 million and related restructuring costs of R55 million. The sale of 38,425 hectares of forestry assets realised a gain of R152 million.
Mondi Packaging South Africa impaired assets at its Versapak Plant of R6 million.
Underperforming assets in Mondi Shanduka Newsprint have been partially impaired by R8 million.
The South Africa Division announced the mothballing of its PM32 paper machine which represents a 120,000 tonne capacity reduction. An operating special item of R247 million relating to this machine was recognised of which R216 million related to an asset impairment and R31 million related to restructuring and personnel costs.
Mondi Packaging South Africa received insurance proceeds in excess of net book value of R87 million to replace fire damaged assets at one of its subsidiaries, while an impairment of R10 million of the damaged assets was recognised.
Equity-settled demerger arrangements for senior management have resulted in a fair value charge of R1 million for the Group and R1 million for the Company.
continued
for the year ended 31 December 2010
Net finance (costs)/income and related foreign exchange gains are presented below:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Investment income Interest income |
||||
| Bank deposits, loan receivables and other Past due receivables |
62 – |
54 1 |
320 – |
310 1 |
| Total interest income Expected return on defined benefit arrangements |
62 | 55 | 320 | 311 |
| (see note 23) Impairment of financial assets (excluding trade |
179 | 128 | 160 | 111 |
| receivables) (see note 15) Fair value gains |
(3) 12 |
(2) – |
– – |
(4) – |
| Total investment income | 250 | 181 | 480 | 418 |
| Financing costs Interest expense |
||||
| Interest on bank overdrafts and loans Interest on obligations under finance leases Interest on defined benefit arrangements |
(381) (6) |
(508) (3) |
(234) (2) |
(282) (2) |
| (see note 23) | (197) | (153) | (177) | (133) |
| Total financing costs | (584) | (664) | (413) | (417) |
| Net finance (costs)/income | (334) | (483) | 67 | 1 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| South African corporation tax at 28% (2009: 28%) Secondary Tax on Companies at 10% (2009: 10%) |
30 17 |
42 14 |
– 16 |
– 13 |
| Current tax (excluding tax on special items) | 47 | 56 | 16 | 13 |
| Deferred tax in respect of the current period (excluding tax on special items) Deferred tax asset impairment Deferred tax in respect of prior period (under)/over provision |
166 4 (20) |
38 56 33 |
118 – (33) |
61 – 24 |
| Total tax charge before special items Deferred tax on special items (see note 4) |
197 (38) |
183 (60) |
101 13 |
98 (70) |
| Total tax charge | 159 | 123 | 114 | 28 |
The Group's and Company's effective rates of tax before special items for the year ended 31 December 2010, calculated on profit before tax before special items and including net income from associates, are 29% and 24% respectively (2009: 73% and 43% respectively).
The Company has an estimated tax loss of R267 million (2009: R949 million).
The Group's and Company's total tax charges for the year can be reconciled to the tax on the Group's and Company's profit/(loss) before tax at the South African corporation tax rate of 28% (2009: 28%), as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 | |
| Profit/(loss) before tax | 579 | 78 | 337 | (19) | |
| Tax on profit/(loss) before tax calculated at the South African corporation tax rate of 28% (2009: 28%) Tax effects of: |
162 | 22 | 94 | (5) | |
| Expenses not (taxable)/deductible for tax purposes |
(5) | 10 | 36 | 7 | |
| Intangible amortisation and non-qualifying depreciation Special items not (taxable)/deductible Other non-deductible expenses |
19 (31) 7 |
4 – 6 |
– 38 (2) |
4 – 3 |
|
| Non-taxable income | (1) | (21) | – | (11) | |
| Profits and losses on disposals Other non-taxable income |
– (1) |
(11) (10) |
– – |
(11) – |
|
| Temporary difference adjustments | (15) | 97 | (33) | 24 | |
| Current year tax losses and other temporary differences not recognised Impairment of deferred tax asset previously |
1 | 8 | – | – | |
| recognised Prior period tax losses and other temporary differences not previously recognised |
4 (20) |
56 33 |
– (33) |
– 24 |
|
| Other adjustments | 18 | 15 | 17 | 13 | |
| Secondary Tax on Companies Other adjustments |
17 1 |
14 1 |
16 1 |
13 – |
|
| Tax charge for the year | 159 | 123 | 114 | 28 |
IAS 1 requires income from associates to be presented net of tax on the face of the income statement. The Group's share of its associates' tax is therefore not presented within the Group's total tax charge. The associates' tax charge included within 'Net income from associates' for the year ended 31 December 2010 is R1 million (2009: Rnil).
continued
for the year ended 31 December 2010
| Group | ||
|---|---|---|
| R cents per share | 2010 | 2009 |
| Profit/(loss) for the financial year attributable to equity holders of the parent company | ||
| Basic EPS | 247.6 | (51.8) |
| Diluted EPS | 247.6 | (51.8)3 |
| Underlying earnings for the financial year1 | ||
| Basic EPS | 291.8 | 34.7 |
| Diluted EPS | 291.8 | 34.4 |
| Headline earnings/(loss) for the financial year2 | ||
| Basic EPS | 266.0 | (3.4) |
| Diluted EPS | 266.0 | (3.4)3 |
Notes:
1 Underlying EPS excludes the impact of special items.
2 The presentation of headline EPS is mandated under the JSE Listings Requirements. Headline earnings has been calculated in accordance with Circular 3/2009,
'Headline Earnings', as issued by the South African Institute of Chartered Accountants.
3 Diluted EPS is consistent with basic EPS as the impact of potential ordinary shares is anti-dilutive.
The calculation of basic and diluted EPS, basic and diluted underlying EPS, and basic and diluted headline EPS is based on the following data:
| Earnings | ||
|---|---|---|
| R million | 2010 | 2009 |
| Profit/(loss) for the financial year attributable to equity holders of the parent company | 364 | (76) |
| Special items (see note 4) | 104 | 171 |
| Related tax (see note 4) | (38) | (60) |
| Related non-controlling interests (see note 4) | (1) | 16 |
| Underlying earnings for the financial year | 429 | 51 |
| Loss/(profit) on disposal of tangible and intangible assets (see note 3) | 2 | (53) |
| Special items: demerger arrangements (see note 4) | – | (1) |
| Special items: restructuring and closure costs (see note 4) | (56) | (31) |
| Impairments not included in special items (see note 10) | – | 5 |
| Related tax | 16 | 24 |
| Headline earnings/(loss) for the financial year | 391 | (5) |
| Number of shares | ||
|---|---|---|
| million | 2010 | 2009 |
| Basic number of ordinary shares outstanding1 | 147 | 147 |
| Effect of dilutive potential ordinary shares2 | – | 1 |
| Diluted number of ordinary shares outstanding | 147 | 148 |
Notes:
1 The basic number of ordinary shares outstanding represents the weighted average number in issue for the Company for the year, as adjusted for the weighted average number of treasury shares held during the year.
2 Diluted EPS is calculated by adjusting the weighted average number of ordinary shares in issue, net of treasury shares, on the assumption of conversion of all potentially dilutive ordinary shares.
Dividends paid to the equity holders of the Company are presented below:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Interim dividend paid Final dividend paid (in respect of prior year) |
49 108 |
42 93 |
49 108 |
42 93 |
| Final dividend proposed for the year ended 31 December1 |
237 | 108 | 237 | 108 |
| Paid to non-controlling interests | 7 | 4 | – | – |
Note:
1 The dividend proposed is subject to approval by shareholders at the annual general meeting of Mondi Limited scheduled for 5 May 2011 and therefore this dividend and the related STC have not been included as a liability in the Group's consolidated statement of financial position and in the Company's statement of financial position.
| Company | ||
|---|---|---|
| R cents per share | 2010 | 2009 |
| Interim dividend paid | 33.4 | 28.4 |
| Final dividend paid (in respect of prior year) | 73.5 | 63.3 |
| Final dividend proposed for the year ended 31 December | 161.3 | 73.5 |
| Group1 | ||||
|---|---|---|---|---|
| 2010/R million | Goodwill | Licences and other intangibles2 |
Total | |
| Cost | ||||
| At 1 January | 580 | 211 | 791 | |
| At 31 December | 580 | 211 | 791 | |
| Accumulated amortisation and impairment | ||||
| At 1 January | – | 102 | 102 | |
| Charge for the year | – | 40 | 40 | |
| At 31 December | – | 142 | 142 | |
| Net book value as at 31 December | 580 | 69 | 649 |
Notes:
1 There are no intangible assets in the Company.
2 Licences and other intangibles mainly relate to software development costs, and customer relationships and contractual arrangements capitalised as a result of business combinations.
continued
for the year ended 31 December 2010
| Group1 | ||||
|---|---|---|---|---|
| 2009/R million | Goodwill | Licences and other intangibles2 |
Total | |
| Cost | ||||
| At 1 January | 581 | 211 | 792 | |
| Disposal of businesses (see note 29) | (1) | – | (1) | |
| At 31 December | 580 | 211 | 791 | |
| Accumulated amortisation and impairment | ||||
| At 1 January | – | 60 | 60 | |
| Charge for the year | – | 42 | 42 | |
| At 31 December | – | 102 | 102 | |
| Net book value as at 31 December | 580 | 109 | 689 |
Notes:
1 There are no intangible assets in the Company.
2 Licences and other intangibles mainly relate to software development costs, and customer relationships and contractual arrangements capitalised as a result of business combinations.
Goodwill is allocated for impairment testing purposes to cash-generating units (CGUs) which reflect how it is monitored for internal management purposes.
The recoverable amount of a CGU is determined based on value-in-use calculations. Value-in-use calculations use cash flow projections based on financial budgets covering a three year period that are based on the latest forecasts for revenue and cost as approved by the board. Cash flow projections beyond three years are based on internal management forecasts and assume a growth rate not exceeding gross domestic product. Zero percent growth rates are assumed in perpetuity given the commodity nature of the majority of the products (i.e. volume growth is assumed to be offset by real price declines). Post tax cash flow projections are discounted using a post tax discount rate of 8.1% (2009: 10.3%), as adjusted for the economic and political risks of South Africa that are not reflected in the underlying cash flows. Perpetuity maintenance capital expenditure has been assumed at 60% of depreciation.
Expected future cash flows are inherently uncertain and could change materially over time. They are significantly affected by a number of factors, including market and production estimates, together with economic factors such as prices, discount rates, currency exchange rates, estimates of production costs and future capital expenditure. In respect of the CGUs that have not been impaired, sensitivity analyses of a 1% increase in discount rate or a 1% decrease in cash flows were performed and these did not give rise to an impairment.
No impairment in the CGUs have been recorded and management have applied prudent estimates in the value-in-use calculations, which still reflect sufficient headroom above the capital employed of these CGUs.
Carrying value of goodwill at the reporting dates is as follows:
| R million | 2010 | 2009 |
|---|---|---|
| Mondi Packaging South Africa | 580 | 580 |
| Total goodwill | 580 | 580 |
| Group | |||||
|---|---|---|---|---|---|
| 2010/R million | Land and buildings |
Plant and equipment |
Other1 | Total | |
| Cost | |||||
| At 1 January | 1,052 | 11,932 | 734 | 13,718 | |
| Additions | 12 | 196 | 370 | 578 | |
| Disposal of assets | (1) | (23) | (10) | (34) | |
| Transferred to/(from) capital work in progress | 34 | 256 | (290) | – | |
| Reclassification from/(to) assets held for sale | |||||
| (see note 30) | 6 | (1) | (4) | 1 | |
| Other reclassifications | – | 6 | (2) | 4 | |
| At 31 December | 1,103 | 12,366 | 798 | 14,267 | |
| Accumulated depreciation | |||||
| At 1 January | 272 | 4,998 | 329 | 5,599 | |
| Charge for the year | 32 | 722 | 48 | 802 | |
| Impairment loss recognised2 | 3 | 197 | – | 200 | |
| Disposal of assets | – | (22) | (9) | (31) | |
| At 31 December | 307 | 5,895 | 368 | 6,570 | |
| Net book value as at 31 December | 796 | 6,471 | 430 | 7,697 |
Notes:
1 Other includes R317 million (2009: R302 million) of assets in the course of construction, which are not yet being depreciated in accordance with the accounting policy set out in note 1.
2 Impairments include R200 million (2009: R220 million) asset impairments reflected in operating special items and Rnil (2009: R5 million) of other impairments.
continued
for the year ended 31 December 2010
| Group | ||||
|---|---|---|---|---|
| Land and | Plant and | |||
| 2009/R million | buildings | equipment | Other | Total |
| Cost | ||||
| At 1 January | 970 | 11,338 | 1,014 | 13,322 |
| Acquired through business combinations (see note 28) | – | 1 | – | 1 |
| Additions | 5 | 155 | 364 | 524 |
| Disposal of assets | (7) | (40) | (29) | (76) |
| Disposal of businesses (see note 29) | – | (1) | (1) | (2) |
| Transferred to/(from) capital work in progress | 121 | 482 | (603) | – |
| Reclassification to assets held for sale (see note 30) | (45) | (2) | (6) | (53) |
| Other reclassifications | 8 | (1) | (5) | 2 |
| At 31 December | 1,052 | 11,932 | 734 | 13,718 |
| Accumulated depreciation | ||||
| At 1 January | 247 | 4,098 | 305 | 4,650 |
| Charge for the year | 32 | 726 | 45 | 803 |
| Impairment loss recognised | 1 | 220 | 4 | 225 |
| Disposal of assets | – | (37) | (28) | (65) |
| Disposal of businesses (see note 29) | – | (1) | – | (1) |
| Reclassification to assets held for sale (see note 30) | (8) | (1) | (6) | (15) |
| Other reclassifications | – | (7) | 9 | 2 |
| At 31 December | 272 | 4,998 | 329 | 5,599 |
| Net book value as at 31 December | 780 | 6,934 | 405 | 8,119 |
The net book value and depreciation charges relating to assets held under finance leases amount to R69 million (2009: R47 million) and R19 million (2009: R14 million), respectively.
The Group has pledged property, plant and equipment with a net book value of R1,930 million (2009: R2,221 million) as security for certain long-term borrowings (see note 19).
The net book value of land and buildings comprises:
| R million | 2010 | 2009 |
|---|---|---|
| Freehold | 777 | 757 |
| Leasehold – long | 13 | 15 |
| Leasehold – short (less than 50 years) | 6 | 8 |
| Total land and buildings | 796 | 780 |
| Company | ||||
|---|---|---|---|---|
| 2010/R million | Land and buildings |
Plant and equipment |
Other1 | Total |
| Cost | ||||
| At 1 January | 791 | 8,604 | 410 | 9,805 |
| Additions | – | – | 269 | 269 |
| Disposal of assets | – | (4) | (6) | (10) |
| Transferred to/(from) capital work in progress | 33 | 201 | (234) | – |
| Reclassification from/(to) assets held for sale | ||||
| (see note 30) | 6 | (1) | (4) | 1 |
| At 31 December | 830 | 8,800 | 435 | 10,065 |
| Accumulated depreciation | ||||
| At 1 January | 210 | 3,362 | 156 | 3,728 |
| Charge for the year | 19 | 463 | 25 | 507 |
| Impairment loss recognised2 | 3 | 183 | – | 186 |
| Disposal of assets | – | (3) | (6) | (9) |
| At 31 December | 232 | 4,005 | 175 | 4,412 |
| Net book value as at 31 December | 598 | 4,795 | 260 | 5,653 |
Notes:
1 Other includes R191 million (2009: R199 million) of assets in the course of construction, which are not yet being depreciated in accordance with the accounting policy set out in note 1.
2 Impairments include R186 million (2009: R210 million) asset impairments reflected in operating special items.
| Company | ||||
|---|---|---|---|---|
| 2009/R million | Land and buildings |
Plant and equipment |
Other | Total |
| Cost | ||||
| At 1 January | 722 | 8,128 | 736 | 9,586 |
| Additions | – | 20 | 282 | 302 |
| Disposal of assets | (7) | (1) | (23) | (31) |
| Transferred to/(from) capital work in progress | 120 | 459 | (579) | – |
| Reclassification to assets held for sale (see note 30) | (44) | (2) | (6) | (52) |
| At 31 December | 791 | 8,604 | 410 | 9,805 |
| Accumulated depreciation | ||||
| At 1 January | 198 | 2,696 | 157 | 3,051 |
| Charge for the year | 19 | 465 | 21 | 505 |
| Impairment loss recognised | 1 | 209 | – | 210 |
| Disposal of assets | – | – | (23) | (23) |
| Reclassification to assets held for sale (see note 30) | (8) | (1) | (6) | (15) |
| Other reclassifications | – | (7) | 7 | – |
| At 31 December | 210 | 3,362 | 156 | 3,728 |
| Net book value as at 31 December | 581 | 5,242 | 254 | 6,077 |
continued
for the year ended 31 December 2010
The net book value and depreciation charges relating to assets held under finance leases amount to R14 million (2009: R18 million) and R4 million (2009: R3 million), respectively.
The net book value of land and buildings comprises:
| R million | 2010 | 2009 |
|---|---|---|
| Freehold | 592 | 573 |
| Leasehold – long | – | – |
| Leasehold – short (less than 50 years) | 6 | 8 |
| Total land and buildings | 598 | 581 |
A register of South African land and buildings and of leased assets is open for inspection upon prior arrangement at the registered office of Mondi Limited.
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 | |
| At 1 January | 2,675 | 2,801 | 2,007 | 2,160 | |
| Capitalised expenditure | 429 | 434 | 362 | 361 | |
| Acquisition of assets | 19 | 31 | 19 | 31 | |
| Fair value gains1 | 349 | 323 | 208 | 243 | |
| Felling costs | (635) | (581) | (496) | (455) | |
| Reclassification from/(to) assets held for sale | |||||
| (see note 30) | 1 | (333) | 1 | (333) | |
| At 31 December | 2,838 | 2,675 | 2,101 | 2,007 |
Note:
1 Forestry assets are revalued to fair value less estimated costs to sell each reporting year in accordance with the accounting policy set out in note 1. The fair value is calculated on the basis of future expected cash flows discounted using a discount rate based on a pre tax real yield on long-term bonds over the last five years.
Forestry assets comprise forests with the maturity profile disclosed in the table below:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Mature | 1,296 | 1,260 | 950 | 1,004 |
| Immature | 1,542 | 1,415 | 1,151 | 1,003 |
| Total forestry assets | 2,838 | 2,675 | 2,101 | 2,007 |
Mature forestry assets are those plantations that are harvestable, while immature forestry assets have not yet reached that stage of growth. Plantations are considered harvestable after a specific age depending on the species planted and regional considerations.
| Company | ||
|---|---|---|
| R million | 2010 | 2009 |
| Unlisted | ||
| Shares at cost | 255 | 255 |
| Loans advanced | 2,219 | 2,057 |
| Total investments in subsidiaries | 2,474 | 2,312 |
| Repayable within one year classified as current asset | (77) | (74) |
| Total long-term investments in subsidiaries | 2,397 | 2,238 |
As part of the BBBEE transaction, a Mezzanine loan agreement was entered into between the Company and MPSA. The Mezzanine loan of R700 million that was advanced by the Company to MPSA during 2005 was repaid in 2007 and refinanced by an external loan with Standard Bank. This loan with Standard Bank incurred interest at the three month JIBAR plus 60 basis points and is repayable in 11 quarterly payments that commenced 2 January 2008. Operating cash flow requirements are and will be met by a Mezzanine loan 1 facility with the Company of R900 million, of which R804 million (2009: R788 million) has been utilised. The Company advanced a further R1,099 million (2009: R956 million) to MPSA (including interest) on a Mezzanine loan 2 facility of R1 billion. The Mezzanine loan 1 facility incurs interest at the three month JIBAR plus 450 basis points and the Mezzanine loan 2 facility incurs interest at prime plus 400 basis points. These loans are repayable subject to the covenants imposed by Standard Bank and by the 12th anniversary of the transaction date, being 1 January 2017.
Furthermore, the Company advanced a shareholder's loan to MPSA of R102 million in 2006 with a further loan of R137 million being advanced by the Company during 2007. The total loan of R239 million (2009: R239 million) is unsecured, interest free and is only repayable once the external loan repayable to Standard Bank and the Mezzanine loans have been settled in full. The Standard Bank loan will be settled by drawing upon the Mezzanine loan 1 facility with the Company. As the Mezzanine loan facilities are available until January 2017, the shareholder's loan is considered to be only repayable in January 2017.
The Mezzanine loans and shareholder's loan to MPSA have been subordinated to the benefit of creditors of MPSA and its subsidiaries.
The closing balance of the loan advanced by the Company to Mondi Zimele amounts to R30 million (2009: R28 million), which is net of an impairment raised of R5 million (2009: R5 million). This loan is interest free and is repayable on liquidation of Mondi Zimele or earlier on demand by the Company. The total loan facility available to Mondi Zimele over a three year period amounts to a maximum value of R70 million.
Details of principal subsidiary companies are set out in note 38.
continued
for the year ended 31 December 2010
| Group | |||
|---|---|---|---|
| R million | 2010 | 2009 | |
| At 1 January | 30 | 31 | |
| Net income from associates | 3 | – | |
| Dividends received | – | (1) | |
| Investment in associates | 20 | – | |
| Other | 3 | – | |
| At 31 December | 56 | 30 |
The Group's total investment in associates comprises:
| R million | 2010 | 2009 |
|---|---|---|
| Equity1 | 56 | 30 |
| Total investments in associates | 56 | 30 |
Note:
1 As at 31 December 2010, there is R15 million of goodwill in respect of associates (2009: R5.5 million).
The Group's share of the summarised financial information of principal associates, all of which are unlisted, is as follows:
| R million | 2010 | 2009 |
|---|---|---|
| Total non-current assets | 20 | 12 |
| Total current assets | 72 | 41 |
| Total current liabilities | (20) | (11) |
| Total non-current liabilities | (21) | (12) |
| Share of associates' net assets (including share of losses) | 51 | 30 |
| Unrecognised losses in associates | 5 | – |
| Share of associates' net assets1 | 56 | 30 |
| Total revenue | 167 | 101 |
| Total operating costs | (163) | (101) |
| Income tax expense | (1) | – |
| Share of associates' profit for the financial year | 3 | – |
Note:
1 There are no material contingent liabilities for which the Group is jointly or severally liable at the reporting dates presented.
| Company | |||
|---|---|---|---|
| R million | 2010 | 2009 | |
| Mondi Shanduka Newsprint (Proprietary) Limited (MSN) Shareholder's loan Mezzanine loan |
128 240 |
128 121 |
|
| Total investments in joint ventures Repayable within one year classified as current asset |
368 – |
249 – |
|
| Total long-term investments in joint ventures | 368 | 249 |
The shareholder's loan is unsecured and interest free. The shareholder's loan is only repayable once the Mezzanine loan is settled in full and upon the Mezzanine facility of R330 million ending in January 2017. Should the Mezzanine loan not be repaid in January 2017, the shareholder would have the option to convert the loan into equity. The Mezzanine loan facility incurs interest at the six month JIBAR plus 300 basis points.
The Group's share of the summarised financial information of joint venture entities that are proportionately consolidated in the Group's consolidated financial statements is presented as follows:
| R million | 2010 | 2009 |
|---|---|---|
| Total non-current assets | 329 | 559 |
| Total current assets | 280 | 274 |
| Total current liabilities | (272) | (283) |
| Total non-current liabilities1 | (350) | (374) |
| Share of joint venture entities' net (liabilities)/assets, proportionately consolidated2 | (13) | 176 |
| Revenue | 794 | 767 |
| Total operating costs | (724) | (688) |
| Special items | (9) | (8) |
| Net finance costs | (21) | (28) |
| Income tax credit/(expense) | 37 | (18) |
| Share of joint venture entities' profit for the financial year | 77 | 25 |
Notes:
1 Included in total non-current liabilities is a deferred tax liability of R35 million (2009: R74 million).
2 There are no material contingent liabilities at the reporting dates presented. There are capital commitments of R12 million (2009: R23 million) at the reporting date.
Details of principal joint ventures are set out in note 38.
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Loans and receivables |
Available- for-sale investments |
Total | Loans and receivables |
Available for-sale investments |
Total |
| At 1 January | 81 | 13 | 94 | 44 | 4 | 48 |
| Impairment | (3) | – | (3) | (2) | – | (2) |
| Additions | 10 | – | 10 | – | 9 | 9 |
| Repayments from related parties | (7) | – | (7) | (14) | – | (14) |
| Repayments – other | (1) | – | (1) | (9) | – | (9) |
| Advances | 50 | – | 50 | 62 | – | 62 |
| Reclassifications | 7 | (13) | (6) | – | – | – |
| At 31 December | 137 | – | 137 | 81 | 13 | 94 |
| Current | 4 | – | 4 | – | – | – |
| Non-current | 133 | – | 133 | 81 | 13 | 94 |
continued
for the year ended 31 December 2010
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Loans and receivables |
Available- for-sale investments |
Total | Loans and receivables |
Available for-sale investments |
Total |
| At 1 January | 133 | 2 | 135 | 128 | – | 128 |
| Interest accrued | 19 | – | 19 | 18 | – | 18 |
| Impairment reversal | – | – | – | 2 | – | 2 |
| Additions | 4 | 20 | 24 | – | 8 | 8 |
| Repayments – other | – | – | – | (9) | – | (9) |
| Disposal of assets | – | (4) | (4) | – | (12) | (12) |
| Reclassifications | – | – | – | (6) | 6 | – |
| At 31 December | 156 | 18 | 174 | 133 | 2 | 135 |
| Current | 4 | 18 | 22 | – | – | – |
| Non-current | 152 | – | 152 | 133 | 2 | 135 |
The fair values of available-for-sale investments represent the published prices of the securities concerned. Loans and receivables are held at amortised cost.
The Company advanced to the Mondi Incentive Schemes Trust (MIS) a further R19.9 million during 2010 (2009: R8.2 million) to fund the purchase of Mondi Limited shares awarded to senior management. Shares vested during 2010 to the value of R3.8 million (2009: R11.7 million), which increased the investment in the MIS to R18 million (2009: R2 million).
The Company advanced a loan to Upper Edge Products (Proprietary) Limited of R8.5 million in 2007, which earns interest at the three month JIBAR rate plus 75 basis points and is repayable in three annual instalments of R2.8 million commencing on 19 December 2011 with a final payment falling due on 19 December 2013. The interest is payable every quarter.
A loan of R142 million was advanced by the Company to Mondi Packaging South Africa (Proprietary) Limited in 2007 to finance the purchase of the Paperlink business from the Company. R42 million was repaid in 2008, with repayment of the remaining R100 million as free cash flow is available, which is only expected to be after one year. The loan bears interest at JIBAR plus 60 basis points and accrued interest amounts to R43 million.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Valued using first-in-first-out cost formula | ||||
| Raw materials and consumables | 489 | 509 | 168 | 147 |
| Work in progress | 65 | 63 | 41 | 40 |
| Finished products | 282 | 306 | 71 | 128 |
| Total valued using first-in-first-out cost formula | 836 | 878 | 280 | 315 |
| Valued using the weighted average cost formula | ||||
| Raw materials and consumables | 214 | 245 | 93 | 160 |
| Work in progress | 8 | 11 | – | – |
| Finished products | 75 | 75 | – | – |
| Total valued using the weighted average | ||||
| cost formula | 297 | 331 | 93 | 160 |
| Total inventories | 1,133 | 1,209 | 373 | 475 |
| Of which, held at net realisable value | 31 | 62 | 11 | 33 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Income statements | ||||
| Write-downs of inventories to net realisable value | 63 | 26 | 50 | 6 |
| Aggregate reversal of previous write-downs | ||||
| of inventories | (18) | – | – | – |
| Cost of inventories recognised as expense | 4,603 | 4,965 | 2,190 | 2,400 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Trade receivables (a) Allowance for doubtful debts (b) |
1,997 (31) |
1,982 (39) |
1,062 (6) |
1,076 (9) |
| Net trade receivables Other receivables Prepayments and accrued income |
1,966 255 23 |
1,943 189 21 |
1,056 118 9 |
1,067 88 5 |
| Total trade and other receivables | 2,244 | 2,153 | 1,183 | 1,160 |
The fair values of trade and other receivables approximate the carrying values presented.
continued
for the year ended 31 December 2010
The Group's and Company's exposure to the credit risk inherent in its trade receivables and the associated risk management techniques that the Group and Company deploy in order to mitigate this risk are discussed in note 36. Credit periods offered to customers vary according to the credit risk profiles of, and invoicing conventions established by participants operating in, the various markets in which the Group and Company operate. Interest is charged at appropriate market rates on balances which are considered overdue in the relevant market.
To the extent that recoverable amounts are estimated to be less than their associated carrying values, impairment charges have been recorded in the income statement and the carrying values have been written down to their recoverable amounts. The total gross carrying value of these impaired trade receivables for the Group and the Company as at the reporting date are R45 million (2009: R58 million) and R15 million (2009: R23 million), respectively, and the associated aggregate impairments are R31 million (2009: R39 million) and R6 million (2009: R9 million) for the Group and Company, respectively.
Included within the Group's and Company's aggregate trade receivables balance are specific debtor balances with customers totalling R222 million (2009: R266 million) and R16 million (2009: R82 million), respectively, which are past due but not impaired as at the reporting date. The Group and Company have assessed these balances for recoverability and believe that their credit quality remains intact. An ageing analysis of these past due trade receivables is provided as follows:
| R million | Group | |||||
|---|---|---|---|---|---|---|
| Trade receivables past due by | ||||||
| Less than 1 month |
1–2 months | 2–3 months | More than 3 months |
Total | ||
| Carrying value as at 31 December 2010 |
111 | 40 | 23 | 48 | 222 | |
| Carrying value as at 31 December 2009 |
109 | 64 | 46 | 47 | 266 |
| Company | |||||||
|---|---|---|---|---|---|---|---|
| Trade receivables past due by | |||||||
| R million | Less than 1 month |
1–2 months | 2–3 months | More than 3 months |
Total | ||
| Carrying value as at 31 December 2010 |
7 | 4 | 4 | 1 | 16 | ||
| Carrying value as at 31 December 2009 |
29 | 25 | 17 | 11 | 82 |
Included within the Group's and Company's aggregate trade receivables balances are debtor balances with customers totalling R2 million (2009: R18 million) and Rnil (2009: R5 million), respectively, where contractual terms have been renegotiated to extend the credit period offered. The Group and Company believe that these balances are fully recoverable and therefore no impairment loss has been recognised.
The Group and Company do not enter into debt factoring arrangements.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| At 1 January | 39 | 43 | 9 | 13 |
| Amounts written off and recovered during the year | (10) | (9) | (3) | (4) |
| Increase in allowance recognised in the income | ||||
| statement | 7 | 5 | 5 | – |
| Reclassification | (5) | – | (5) | – |
| At 31 December | 31 | 39 | 6 | 9 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Trade payables | 761 | 655 | 352 | 281 |
| Other payables | 205 | 212 | 34 | 47 |
| Accruals and deferred income | 655 | 861 | 357 | 493 |
| Total trade and other payables | 1,621 | 1,728 | 743 | 821 |
The fair values of trade and other payables approximate the carrying values presented.
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Current | Non-current | Total | Current | Non-current | Total |
| Secured | ||||||
| Bank loans and overdrafts | 194 | 1,111 | 1,305 | 388 | 1,300 | 1,688 |
| Obligations under finance leases | 16 | 33 | 49 | 17 | 45 | 62 |
| Total secured | 210 | 1,144 | 1,354 | 405 | 1,345 | 1,750 |
| Unsecured | ||||||
| Bank loans and overdrafts | 1,603 | 288 | 1,891 | 1,142 | 1,256 | 2,398 |
| Other loans1 | 2 | 135 | 137 | 2 | 138 | 140 |
| Total unsecured | 1,605 | 423 | 2,028 | 1,144 | 1,394 | 2,538 |
| Total borrowings | 1,815 | 1,567 | 3,382 | 1,549 | 2,739 | 4,288 |
Note:
1 Includes loans to related parties of R100 million (2009: R100 million).
continued
for the year ended 31 December 2010
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Current | Non-current | Total | Current | Non-current | Total |
| Secured | ||||||
| Obligations under finance leases | 4 | 10 | 14 | 4 | 14 | 18 |
| Total secured | 4 | 10 | 14 | 4 | 14 | 18 |
| Unsecured | ||||||
| Bank loans and overdrafts | 1,603 | 289 | 1,892 | 1,085 | 1,256 | 2,341 |
| Other loans | 112 | – | 112 | 93 | – | 93 |
| Total unsecured | 1,715 | 289 | 2,004 | 1,178 | 1,256 | 2,434 |
| Total borrowings | 1,719 | 299 | 2,018 | 1,182 | 1,270 | 2,452 |
Included in Group borrowings is fixed rate debt with a carrying value of R9 million (2009: R511 million) and a fair value of R9 million (2009: R520 million). The maturity analysis of the Group's and Company's borrowings, presented on an undiscounted future cash flow basis, is included as part of a review of the Group's and Company's liquidity risk within note 36.
Included in borrowings of the Group and Company are two revolving loans of R500 million each (2009: R500 million each). These loans are repayable on their maturity dates of 17 June 2011 and 23 July 2011 and bear interest at one month JIBAR plus different margins, payable monthly.
The Group and Company also have amortising term loans of R101 million (2009: R80 million). Capital and interest repayments on these loans are payable quarterly in arrears. These loans bear interest at three month JIBAR plus various margins and mature on 30 June 2012.
Included in other loans of the Company is a loan of R101 million (2009: R80 million) from Siyaqhubeka Forests (Proprietary) Limited (SQF), a subsidiary of Mondi Limited. The loan is divided into two portions, a fixed deposit portion earning interest at the Standard Bank three month fixed deposit rate plus 100 basis points and a call amount earning interest at the Standard Bank call deposit rate plus 100 basis points. The loan is repayable upon request from SQF with 24 hour notice on the call amount and upon maturity of the fixed deposit amount.
The maturity of obligations under finance leases is:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Not later than one year | 21 | 23 | 5 | 6 |
| Later than one year but not later than five years | 34 | 51 | 12 | 17 |
| Later than five years | 5 | 5 | – | – |
| Future value of finance lease liabilities | 60 | 79 | 17 | 23 |
| Future finance charges | (11) | (17) | (3) | (5) |
| Present value of finance lease liabilities | 49 | 62 | 14 | 18 |
The fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group and Company for similar financial instruments.
The Group and Company have pledged certain assets as collateral against certain borrowings. The fair values of these assets as at 31 December are as follows:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Assets held under finance leases | ||||
| Property, plant and equipment | 69 | 47 | 14 | 18 |
| Assets pledged as collateral for other borrowings | ||||
| Property, plant and equipment | 1,930 | 2,221 | – | – |
| Inventories | 700 | 737 | – | – |
| Financial assets | 1,431 | 1,715 | – | – |
| Other | 181 | 165 | – | – |
| Total value of assets pledged as collateral | 4,311 | 4,885 | 14 | 18 |
The Group is entitled to receive all cash flows from these pledged assets. Further, there is no obligation to remit these cash flows to another entity.
| Group | |||||
|---|---|---|---|---|---|
| 2010 | 2009 | ||||
| R million | Maximum permissible |
Actual | Maximum permissible |
Actual | |
| Medium and long-term borrowings Short-term borrowings |
1,567 1,815 |
2,739 1,549 |
|||
| Contingent liabilities (see note 33) | 98 | 84 | |||
| Total borrowing capacity | 17,445 | 3,480 | 17,315 | 4,372 |
The maximum borrowing limit as determined by the Articles of Association of Mondi Limited is 2.5 times the equity of the Group and is not affected by the deed poll guarantee given by Mondi Limited and entering into a revolving credit facility agreement with Mondi plc and other banks and financial institutions.
continued
for the year ended 31 December 2010
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Asset | Liability | Notional amount |
Asset | Liability | Notional amount |
| Current derivatives Held for trading |
||||||
| Foreign exchange contracts | 19 | (9) | 521 | 7 | (3) | 562 |
| Total current derivative financial instruments | 19 | (9) | 521 | 7 | (3) | 562 |
| Non-current derivatives Cash flow hedges |
||||||
| Interest rate swaps1 | – | (27) | 400 | – | (19) | 500 |
| Total non-current derivative financial instruments |
– | (27) | 400 | – | (19) | 500 |
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| R million | Asset | Liability | Notional amount |
Asset | Liability | Notional amount |
| Current derivatives Held for trading |
||||||
| Foreign exchange contracts | 17 | (2) | 421 | 3 | (1) | 401 |
| Total current derivative financial instruments | 17 | (2) | 421 | 3 | (1) | 401 |
Note:
1 The Group entered into a R400 million (2009: R500 million) interest rate swap to hedge its interest rate exposure on floating rate debt and applied hedge accounting in terms of IAS 39. The floating rate of the swap is referenced to three month JIBAR and the fixed interest rate on the R200 million (2009: R300 million) term facility is 10.1% (2009: 10.1%) and 9.8% (2009: 9.8%) on the R200 million (2009: R200 million) bullet facility.
Derivative financial instruments are held at fair value. Appropriate valuation methodologies are employed to measure the fair value of derivative financial instruments.
The notional amounts presented represent the aggregate face value of all foreign exchange contracts and interest rate swaps outstanding at the reporting date. They do not indicate the contractual future cash flows of the derivative instruments held or their current fair value and therefore do not indicate the Group's and Company's exposure to credit or market risks. Note 36 provides an overview of the Group's and Company's management of financial risks through the selective use of derivative financial instruments and also includes a presentation of the undiscounted future contractual cash flows of the derivative contracts outstanding at the reporting date.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| At 1 January | 113 | 133 | 90 | 112 |
| Charged to income statement1 | 104 | 51 | 82 | 45 |
| Reclassification to assets held for sale (see note 30) | – | (2) | – | (2) |
| Reclassification to receivables | (8) | – | – | – |
| Released to income statement | (10) | – | (10) | – |
| Amounts applied | (57) | (69) | (52) | (65) |
| At 31 December | 142 | 113 | 110 | 90 |
Note:
1 Net of unwound discounts.
Provisions mainly consist of provisions for an employee ownership plan and bonus provisions.
Maturity analysis of total provisions on a discounted basis:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Current | 110 | 65 | 83 | 59 |
| Non-current | 32 | 48 | 27 | 31 |
| Total provisions | 142 | 113 | 110 | 90 |
Non-current provisions are discounted using a discount rate based on a pre tax real yield on long-term bonds over the last five years.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| At 1 January | 71 | 139 | – | – |
| Charged to the income statement | (45) | (77) | – | – |
| Credited/(charged) to the statement of | ||||
| comprehensive income | 11 | (4) | – | – |
| Reclassifications | – | 13 | – | – |
| At 31 December | 37 | 71 | – | – |
continued
for the year ended 31 December 2010
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| At 1 January | (1,710) | (1,779) | (1,429) | (1,485) |
| (Charged)/credited to the income statement | (67) | 10 | (98) | (15) |
| Credited/(charged) to the statement of | ||||
| comprehensive income | 56 | (21) | 54 | (21) |
| Credited to retained earnings | 6 | – | 6 | – |
| Disposal of businesses (see note 29) | – | (2) | – | – |
| Business restructuring1 | – | – | (1) | – |
| Reclassification to assets held for sale (see note 30) | – | 91 | – | 91 |
| Reclassifications | – | (9) | – | 1 |
| At 31 December | (1,715) | (1,710) | (1,468) | (1,429) |
Note:
1 Deferred tax on the transfer of employees and related obligations from Mondi Shanduka Newsprint (Proprietary) Limited to Mondi Limited (see note 23).
The amount of deferred tax provided in the accounts is presented as follows:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Deferred tax assets | ||||
| Tax losses1 | 313 | 342 | – | – |
| Other temporary differences | (276) | (271) | – | – |
| Total deferred tax assets | 37 | 71 | – | – |
| Deferred tax liabilities | ||||
| Capital allowances in excess of depreciation | (1,164) | (1,317) | (1,145) | (1,252) |
| Fair value adjustments | (812) | (768) | (578) | (554) |
| Tax losses | 94 | 283 | 75 | 265 |
| Other temporary differences | 167 | 92 | 180 | 112 |
| Total deferred tax liabilities | (1,715) | (1,710) | (1,468) | (1,429) |
Note:
1 Based on forecast data, the Group believes that there will be sufficient future taxable profits available to utilise these tax losses.
The amount of deferred tax charged/(credited) to the income statement is presented as follows:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Capital allowances in excess of depreciation | (131) | 165 | (107) | (28) |
| Fair value adjustments | 43 | 60 | 23 | 52 |
| Tax losses | 218 | 52 | 190 | 14 |
| Other temporary differences | (18) | (210) | (8) | (23) |
| Total charge | 112 | 67 | 98 | 15 |
The current expectation regarding the maturity of deferred tax balances is:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Deferred tax assets | ||||
| Recoverable within 12 months | – | 14 | – | – |
| Recoverable after 12 months | 37 | 57 | – | – |
| Total deferred tax assets | 37 | 71 | – | – |
| Deferred tax liabilities | ||||
| Payable within 12 months | – | (6) | – | – |
| Payable after 12 months | (1,715) | (1,704) | (1,468) | (1,429) |
| Total deferred tax liabilities | (1,715) | (1,710) | (1,468) | (1,429) |
The Group has unrecognised tax losses, as at 31 December 2010, of R246 million (2009: R246 million) that have no expiry date. In addition, the Group has unrecognised other timing differences of R16 million (2009: Rnil). The Company does not have any amounts in respect of which no deferred tax asset has been recognised due to the unpredictability of future profit streams or gains against which these could be utilised.
The Group and Company would crystallise an STC liability of approximately R180 million and R216 million, respectively (2009: R175 million and R222 million, respectively) on ultimate distribution of its unremitted earnings to external shareholders.
The Group and Company operate post-retirement defined contribution and defined benefit plans for the majority of their employees. They also operate post-retirement medical plans. The accounting policy for pensions and post-retirement benefits is included in note 1.
The assets of the defined contribution plans are held separately in independently administered funds. The charge in respect of these plans for the Group totalling R85 million (2009: R89 million) and for the Company totalling R40 million (2009: R41 million) is calculated on the basis of the contribution payable by the Group and Company in the financial year. There were no material outstanding or prepaid contributions recognised in relation to these plans as at the reporting dates presented.
continued
for the year ended 31 December 2010
The defined benefit scheme is actuarially valued at intervals of not more than three years using the projected unit credit method. The last statutory actuarial valuation was performed as at 31 December 2008, with the fund being in a sound financial position at that time. The next full statutory actuarial valuation will be undertaken during the 2011 financial year. The assets of this plan are held separately from those of the Company in independently administered funds, in accordance with the South African Pension Funds Act of 1956.
Any deficits advised by the actuaries or that may arise from improved benefits are funded either immediately or through increased contributions to ensure the ongoing soundness of the schemes.
On 30 June 2006, the Financial Services Board (FSB) approved certain amendments to the Mondi Pension Fund rules, effective 1 January 2005. In terms of the rule amendments, all future surpluses arising in the Fund will be for the benefit of the employer. Accordingly, the latest available actuarial estimate of this surplus, amounting to R81 million (2009: R83 million) at 31 December 2010, has been recognised.
The post-retirement medical plans provide health benefits to retired employees and certain of their dependants. Eligibility for cover is dependent upon certain criteria. These plans are unfunded and there are no plan assets in respect of post-retirement medical plans. The plan has been closed to new participants since 1 January 1999.
The post-retirement medical aid liability is valued at intervals of not more than three years using the projected unit credit method. The actuarial present value of the promised benefits at the most recent valuation was performed during the 2010 financial year and indicates that the contractual post-retirement medical aid liability is adequately provided for within the financial statements.
The principal assumptions used to determine the actuarial present value of benefit obligations and pension costs are detailed below:
| Group and Company | ||||
|---|---|---|---|---|
| % | 2010 | 2009 | ||
| Defined benefit pension plan | ||||
| Average discount rate for plan liabilities | 8.39 | 9.11 | ||
| Average rate of inflation | 5.63 | 5.65 | ||
| Average rate of increase in salaries | 6.88 | 6.90 | ||
| Average rate of increase of pensions in payment | 5.63 | 5.65 | ||
| Average long-term rate of return on plan assets | 7.61 | 9.73 | ||
| Post-retirement medical plan | ||||
| Average discount rate for plan liabilities | 8.39 | 9.11 | ||
| Expected average increase of healthcare costs | 7.13 | 7.15 |
The assumption for the average discount rate for plan liabilities is based on AA corporate bonds, which are of a suitable duration and currency.
The assumed life expectations on retirement at age 65 are:
| Group and Company | |||
|---|---|---|---|
| years | 2010 | 2009 | |
| Retiring today: Males Females |
15.83-17.86 19.76-22.21 |
15.72-17.66 19.62-22.01 |
|
| Retiring in 20 years: Males Females |
19.70-20.04 24.00-24.38 |
19.50-19.58 23.61-23.80 |
The mortality assumptions have been based on published mortality tables in South Africa.
The market value of assets is used to determine the funding level of the plans and is sufficient to cover 122% (2009: 122%) of the benefits which have accrued to members, after allowing for expected increases in future earnings and pensions. Companies within the Group are paying contributions at rates agreed with the schemes' trustees and in accordance with local actuarial advice and statutory provisions.
The defined benefit pension plan is closed to new members. Consequently, it is expected that the Group's and Company's share of contributions will increase as the schemes' members age.
The total loss, net of applicable tax, recognised in equity relating to experience movements on scheme liabilities and plan assets and actuarial assumption changes, excluding surplus restriction movements, for the year ended 31 December 2010 is a loss of R143 million (2009: gain of R81 million). The cumulative total recognised since 1 January 2004 is a gain of R168 million.
The amounts recognised in the statement of financial position are determined as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 | |
| Present value of unfunded obligations Present value of funded obligations |
(827) (1,639) |
(637) (1,548) |
(741) (1,469) |
(584) (1,380) |
|
| Present value of pension plan liabilities Fair value of plan assets |
(2,466) 1,997 |
(2,185) 1,892 |
(2,210) 1,791 |
(1,964) 1,690 |
|
| Deficit Surplus restrictions |
(469) (277) |
(293) (261) |
(419) (262) |
(274) (231) |
|
| Deficit on pension and post-retirement medical plans |
(746) | (554) | (681) | (505) | |
| Amounts reported in the statement of financial position Assets Retirement benefits surplus |
81 | 83 | 60 | 79 | |
| Liabilities | |||||
| Post-retirement medical plans | (827) | (637) | (741) | (584) | |
| Total retirement benefits obligation | (827) | (637) | (741) | (584) |
continued
for the year ended 31 December 2010
The changes in the present value of defined benefit obligations are as follows:
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Post- retirement |
Post retirement |
|||||
| Pension | medical | Total | Pension | medical | Total | |
| R million | plans | plans | plans | plans | plans | plans |
| At 1 January | (1,548) | (637) | (2,185) | (1,554) | (649) | (2,203) |
| Current service cost | (30) | (2) | (32) | (34) | (2) | (36) |
| Interest cost | (141) | (56) | (197) | (108) | (45) | (153) |
| Actuarial (losses)/gains | (14) | (182) | (196) | 9 | 11 | 20 |
| Contributions paid by other members | (7) | – | (7) | (7) | – | (7) |
| Benefits paid | 105 | 52 | 157 | 146 | 48 | 194 |
| Transfer of members1 | (4) | (2) | (6) | – | – | – |
| At 31 December | (1,639) | (827) | (2,466) | (1,548) | (637) | (2,185) |
| Company | |||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | ||||||
| Post- retirement |
Post retirement |
||||||
| Pension | medical | Total | Pension | medical | Total | ||
| R million | plans | plans | plans | plans | plans | plans | |
| At 1 January | (1,380) | (584) | (1,964) | (1,342) | (593) | (1,935) | |
| Current service cost | (21) | (1) | (22) | (21) | (2) | (23) | |
| Interest cost | (126) | (51) | (177) | (92) | (41) | (133) | |
| Actuarial (losses)/gains | (25) | (149) | (174) | (57) | 5 | (52) | |
| Contributions paid by other members | (5) | – | (5) | (5) | – | (5) | |
| Benefits paid | 96 | 48 | 144 | 137 | 46 | 183 | |
| Transfer of members1 | (8) | (4) | (12) | – | 1 | 1 | |
| At 31 December | (1,469) | (741) | (2,210) | (1,380) | (584) | (1,964) |
Note:
1 Members have been transferred from Mondi Shanduka Newsprint (Proprietary) Limited to Mondi Limited in March 2010.
The changes in the fair value of plan assets are as follows:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| At 1 January | 1,892 | 1,761 | 1,690 | 1,535 |
| Expected return on plan assets | 179 | 128 | 160 | 111 |
| Actuarial (losses)/gains | (2) | 125 | 9 | 164 |
| Contributions paid by employer | 22 | 17 | 13 | 12 |
| Contributions paid by other members | 7 | 7 | 5 | 5 |
| Benefits paid | (105) | (146) | (96) | (137) |
| Transfer of members1 | 4 | – | 10 | – |
| At 31 December | 1,997 | 1,892 | 1,791 | 1,690 |
Note:
1 Members have been transferred from Mondi Shanduka Newsprint (Proprietary) Limited to Mondi Limited in March 2010.
The expected return on plan assets is based on market expectations, at the beginning of a reporting period, for returns over the entire life of the related pension obligations. Expected returns may vary from one reporting period to the next in line with changes in long-run market sentiment and updated evaluations of historic fund performance.
For the year ended 31 December 2010, the actual return on plan assets in respect of defined benefit pension schemes was a gain of R177 million (2009: gain of R253 million).
The market values of the pension assets in these plans and the long-term expected rates of return as at the reporting dates presented are detailed below:
| Group | |||||||
|---|---|---|---|---|---|---|---|
| 2010 | |||||||
| Rate of return (%) |
Fair value (R million) |
Rate of return (%) |
Fair value (R million) |
||||
| Equity Other |
10.97 6.95 |
326 1,671 |
11.72 8.46 |
733 1,159 |
|||
| Fair value of plan assets | 1,997 | 1,892 |
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Rate of return (%) |
Fair value (R million) |
Rate of return (%) |
Fair value (R million) |
|||
| Equity Other |
10.97 6.95 |
292 1,499 |
11.72 8.46 |
655 1,035 |
||
| Fair value of plan assets | 1,791 | 1,690 |
continued
for the year ended 31 December 2010
The amounts recognised in the income statement are as follows:
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Post- retirement |
Post retirement |
|||||
| Pension | medical | Total | Pension | medical | Total | |
| R million | plans | plans | plans | plans | plans | plans |
| Analysis of the amount charged to operating profit |
||||||
| Current service costs | 30 | 2 | 32 | 34 | 2 | 36 |
| Total within operating costs | 30 | 2 | 32 | 34 | 2 | 36 |
| Analysis of the amount charged/(credited) to net finance costs on plan liabilities |
||||||
| Expected return on plan assets1 | (179) | – | (179) | (128) | – | (128) |
| Interest costs on plan liabilities2 | 141 | 56 | 197 | 108 | 45 | 153 |
| Net (credit)/charge to net finance costs | (38) | 56 | 18 | (20) | 45 | 25 |
| Total (credit)/charge to income statement | (8) | 58 | 50 | 14 | 47 | 61 |
Notes:
1 Included in investment income (see note 5).
2 Included in interest expense (see note 5).
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Post- | Post | |||||
| retirement | retirement | |||||
| Pension | medical | Total | Pension | medical | Total | |
| R million | plans | plans | plans | plans | plans | plans |
| Analysis of the amount charged to operating profit |
||||||
| Current service costs | 21 | 1 | 22 | 21 | 2 | 23 |
| Total within operating costs | 21 | 1 | 22 | 21 | 2 | 23 |
| Analysis of the amount charged/(credited) | ||||||
| to net finance costs on plan liabilities | ||||||
| Expected return on plan assets1 | (160) | – | (160) | (111) | – | (111) |
| Interest costs on plan liabilities2 | 126 | 51 | 177 | 92 | 41 | 133 |
| Net (credit)/charge to net finance costs | (34) | 51 | 17 | (19) | 41 | 22 |
| Total (credit)/charge to income statement | (13) | 52 | 39 | 2 | 43 | 45 |
Notes:
1 Included in investment income (see note 5).
2 Included in interest expense (see note 5).
Assured healthcare trend rates have a significant effect on the amounts recognised in the income statement. A 1% change in assumed healthcare cost trend rates would have the following effects on the post-retirement medical plans:
| Group | Company | ||||
|---|---|---|---|---|---|
| R million | 1% increase | 1% decrease | 1% decrease | ||
| Effect on the aggregate of the current service | |||||
| cost and interest cost | 7 | (6) | 6 | (5) | |
| Effect on the defined benefit obligation | 94 | (80) | 85 | (64) |
The Group's and Company's defined benefit pension and post-retirement medical arrangements, for the five years ended 31 December 2010, are summarised as follows:
| Group | |||||
|---|---|---|---|---|---|
| R million | 2010 | 2009 | 2008 | 2007 | 2006 |
| Assets Defined benefit plans in surplus |
81 | 83 | – | 75 | 45 |
| Liabilities Post-retirement medical plans |
(827) | (637) | (649) | (709) | (696) |
| Experience adjustments On plan liabilities On plan assets |
(40) (2) |
(64) 125 |
(173) (51) |
(146) 21 |
130 187 |
| Total experience adjustments | (42) | 61 | (224) | (125) | 317 |
| Company | |||||
| R million | 2010 | 2009 | 2008 | 2007 | 2006 |
| Assets Defined benefit plans in surplus |
60 | 79 | – | 72 | 42 |
| Liabilities Post-retirement medical plans |
(741) | (584) | (593) | (663) | (647) |
| Experience adjustments On plan liabilities On plan assets |
(49) 9 |
(124) 164 |
(144) (34) |
(134) 16 |
262 178 |
| Total experience adjustments | (40) | 40 | (178) | (118) | 440 |
continued
for the year ended 31 December 2010
| Group | |||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | ||||||
| Before- | Net- | Before- | Net | ||||
| tax | Tax | of-tax | tax | Tax | of-tax | ||
| R million | amount | benefit | amount | amount | expense | amount | |
| Cash flow hedges: | (7) | 7 | – | 6 | – | 6 | |
| Fair value (losses)/gains arising during the year Less: Reclassification adjustments for |
(21) | 6 | |||||
| losses included in the income statement |
14 | – | |||||
| Actuarial (losses)/gains and surplus restriction | |||||||
| on post-retirement benefit schemes | (214) | 60 | (154) | 91 | (26) | 65 | |
| Fair value gain on option | 3 | – | 3 | – | – | – | |
| Total other comprehensive income | (218) | 67 | (151) | 97 | (26) | 71 | |
| Attributable to: Non-controlling interests |
(2) | 4 | |||||
| Equity holders of the parent company | (149) | 67 |
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Before- | Net- | Before- | Net | |||
| tax | Tax | of-tax | tax | Tax | of-tax | |
| R million | amount | benefit | amount | amount | expense | amount |
| Actuarial (losses)/gains and surplus restriction | ||||||
| on post-retirement benefit schemes | (196) | 54 | (142) | 74 | (21) | 53 |
| Total other comprehensive income | (196) | 54 | (142) | 74 | (21) | 53 |
Net asset value per share is defined as net assets divided by the number of ordinary shares in issue as at the reporting dates presented, less treasury shares held. Tangible net asset value per share is defined as the net assets less intangible assets divided by the number of ordinary shares in issue as at the reporting dates presented, less treasury shares held.
| Group | ||
|---|---|---|
| Rand | 2010 | 2009 |
| Net asset value per share Tangible net asset value per share |
50.03 45.61 |
49.29 44.60 |
| Authorised | ||
|---|---|---|
| Number of shares |
R million | |
| Mondi Limited R0.20 ordinary shares | 250,000,000 | 50 |
| Mondi Limited R0.20 special converting shares | 650,000,000 | 130 |
There has been no change to the authorised share capital of the Company since listing on the JSE Limited on 3 July 2007.
| Called up, allotted and fully paid/R million | ||||
|---|---|---|---|---|
| 2010 | Number of shares | Share capital | Share premium | Total |
| Mondi Limited R0.20 ordinary shares issued on the JSE Mondi Limited R0.20 special converting shares1 |
146,896,322 367,240,805 |
29 74 |
5,073 – |
5,102 74 |
| Total shares | 514,137,127 | 103 | 5,073 | 5,176 |
| Called up, allotted and fully paid/R million | ||||
|---|---|---|---|---|
| 2009 | Number of shares | Share capital | Share premium | Total |
| Mondi Limited R0.20 ordinary shares issued on the JSE Mondi Limited R0.20 special converting shares1 |
146,896,322 367,240,805 |
29 74 |
5,073 – |
5,102 74 |
| Total shares | 514,137,127 | 103 | 5,073 | 5,176 |
Note:
1 The special converting shares are held in trust and do not carry dividend rights. The special converting shares provide a mechanism for equality of treatment on termination for both Mondi Limited and Mondi plc ordinary equity holders.
The treasury shares purchased represents the cost of shares in Mondi Limited purchased in the market and held by the Mondi Incentive Schemes Trust to satisfy options under the Group's employee share schemes (see note 27). These costs are reflected in the statements of changes in equity. The number of ordinary shares held by the Mondi Incentive Schemes Trust as at 31 December 2010 was 338,267 shares (2009: 53,700) at an average price of R53.40 per share (2009: R35.71 per share).
The Group and Company have set up their own share-based payment arrangements to incentivise employees. Full details of the Group's share schemes are set out in the remuneration report.
All of these schemes are settled by the award of ordinary shares in the Company. The Group and Company have no legal or constructive obligation to settle the awards made under these schemes in cash. Dividends foregone on BSP share schemes are paid in cash upon vesting.
Certain demerger arrangements were instituted prior to, and in anticipation of, the demerger. These arrangements have all vested during the year ended 31 December 2009.
The total fair value charge in respect of all the Mondi share awards granted during the year ended 31 December is made up as follows:
| Group | Company | |||
|---|---|---|---|---|
| R'000 | 2010 | 2009 | 2010 | 2009 |
| Bonus Share Plan (BSP) | 12,161 | 6,432 | 5,102 | 1,957 |
| Long-Term Incentive Plan (LTIP) | 4,686 | 1,812 | 3,624 | 2,014 |
| Demerger (see note 4) | – | 1,476 | – | 982 |
| Transitional BSP | – | 105 | – | (68) |
| Total share-based payment expense | 16,847 | 9,825 | 8,726 | 4,885 |
continued
for the year ended 31 December 2010
The fair values of the share awards granted under the Mondi schemes are calculated with reference to the facts and assumptions presented below:
| Mondi Limited | BSP 2008 | BSP 2009 | BSP 2010 |
|---|---|---|---|
| Date of grant | 31 March 2008 | 27 March 2009 | 29 March 2010 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers per annum (%) | 5 | 5 | 5 |
| Grant date fair value per instrument (R) | 60.92 | 18.87 | 53.06 |
| Mondi Limited | LTIP 2008 | LTIP 2009 | LTIP 2010 |
|---|---|---|---|
| Date of grant | 31 March 2008 | 27 March 2009 | 29 March 2010 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers per annum (%) | 5 | 5 | 5 |
| Expected outcome of meeting performance criteria (%) | |||
| EPS component | – | N/A | N/A |
| ROCE component | – | 66 | 90 |
| TSR component | 100 | 100 | 25 |
| Grant date fair value per instrument (R) | 62.12 | 19.26 | |
| ROCE component | 50.51 | ||
| TSR component1 | 12.63 |
Note:
1 The base fair value has been adjusted for contractually-determined market-based performance conditions.
A reconciliation of share award movements for the Mondi share schemes is shown below:
| Mondi Limited | |||||
|---|---|---|---|---|---|
| 2010/Scheme | 1 January | Shares conditionally awarded in year |
Shares vested in year |
Shares lapsed in year |
31 December |
| BSP LTIP |
824,360 811,634 |
383,683 292,375 |
(86,487) (10,948) |
– (84,523) |
1,121,556 1,008,538 |
| Total | 1,635,994 | 676,058 | (97,435) | (84,523) | 2,130,094 |
| Mondi Limited | ||||||
|---|---|---|---|---|---|---|
| 2009/Scheme | 1 January | Shares conditionally awarded in year |
Shares vested in year |
Shares lapsed in year |
31 December | |
| BSP | 336,503 | 558,376 | (50,826) | (19,693) | 824,360 | |
| LTIP | 264,538 | 593,883 | – | (46,787) | 811,634 | |
| Transitional BSP | 50,936 | – | (49,549) | (1,387) | – | |
| Transitional LTIP | 23,083 | – | (23,083) | – | – | |
| Demerger arrangements | 171,868 | – | (171,868) | – | – | |
| Total | 846,928 | 1,152,259 | (295,326) | (67,867) | 1,635,994 |
There were no major acquisitions for the year ended 31 December 2010.
There were no major acquisitions for the year ended 31 December 2009.
Details of the aggregate net assets acquired, as adjusted from book to fair value, and the attributable goodwill are presented as follows:
| R million | Book value | Revaluation | Fair value |
|---|---|---|---|
| Net assets acquired:1 | |||
| Property, plant and equipment | 1 | – | 1 |
| Net assets acquired | 1 | – | 1 |
| Goodwill arising on acquisition | – | ||
| Total cost of acquisition | 1 | ||
| Cash acquired net of overdrafts | – | ||
| Net cash paid | 1 |
Note:
1 The business combinations were not individually material and therefore have not been shown separately.
The Group disposed of components of its BU North division in April and October 2010 that was classified as held for sale in 2009.
The Group disposed of its 100% holding in Cape Quick Packaging (Proprietary) Limited on 31 July 2009.
| R million | 2010 | 2009 |
|---|---|---|
| Net assets disposed: | ||
| Property, plant and equipment | – | 1 |
| Inventories | – | 1 |
| Trade and other receivables | – | 4 |
| Cash and cash equivalents | – | 1 |
| Assets held for sale | 358 | – |
| Deferred tax liabilities | – | 2 |
| Trade and other payables | – | (5) |
| Overdraft | – | (2) |
| Reserves | – | 3 |
| Goodwill | – | 1 |
| Liabilities held for sale | (93) | – |
| Total net assets disposed | 265 | 6 |
| Profit on disposal (see note 4) | 152 | – |
| Disposal proceeds | 417 | 6 |
| Net overdraft disposed | – | 1 |
| Deferred consideration | (60) | (6) |
| Net cash inflow from disposals | 357 | 1 |
continued
for the year ended 31 December 2010
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Property, plant and equipment Forestry assets |
12 – |
38 333 |
10 – |
37 333 |
| Total non-current assets Inventories |
12 – |
371 1 |
10 – |
370 1 |
| Total current assets | – | 1 | – | 1 |
| Total assets classified as held for sale | 12 | 372 | 10 | 371 |
| Provisions | – | (2) | – | (2) |
| Total current liabilities Deferred tax liabilities |
– – |
(2) (91) |
– – |
(2) (91) |
| Total non-current liabilities | – | (91) | – | (91) |
| Total liabilities directly associated with assets classified as held for sale |
– | (93) | – | (93) |
| Net assets | 12 | 279 | 10 | 278 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Profit/(loss) before tax | 579 | 78 | 337 | (19) |
| Depreciation and amortisation | 842 | 845 | 507 | 505 |
| Share-based payments | 18 | 10 | 10 | 6 |
| Share options exercised – Anglo American | ||||
| share scheme | (1) | (4) | (1) | (4) |
| Non-cash effect of special items | 48 | 227 | 34 | 217 |
| Net finance costs/(income) | 334 | 483 | (67) | (1) |
| Net income from associates | (3) | – | – | – |
| Increase/(decrease) in provisions | 37 | (18) | 20 | (22) |
| Decrease in post-employment benefits | (42) | (29) | (39) | (35) |
| Decrease in inventories | 89 | 138 | 103 | 146 |
| (Increase)/decrease in operating receivables | (50) | 497 | 45 | 367 |
| (Decrease)/increase in operating payables | (87) | 41 | (76) | (75) |
| Fair value gains on forestry assets | (349) | (323) | (208) | (243) |
| Felling costs | 635 | 581 | 496 | 455 |
| Loss/(profit) on disposal of tangible and | ||||
| intangible assets | 2 | (53) | 4 | (53) |
| (Increase)/decrease in held for trading derivatives | (6) | 20 | (13) | 23 |
| Other impairments | – | (1) | – | (11) |
| Other adjustments | (26) | 26 | 2 | 7 |
| Cash generated from operations | 2,020 | 2,518 | 1,154 | 1,263 |
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Cash and cash equivalents per statement of financial position |
216 | 422 | 8 | 4 |
| Bank overdrafts included in short-term borrowings | (437) | (621) | (433) | (616) |
| Net cash and cash equivalents per statement of cash flows |
(221) | (199) | (425) | (612) |
The fair value of cash and cash equivalents approximate the carrying values presented.
The net debt position, excluding disposal groups is as follows:
| Group | ||||||
|---|---|---|---|---|---|---|
| R million | Cash and cash equivalents |
Debt due within one year1 |
Debt due after one year |
Current financial asset investments |
Loans to related parties |
Total net debt |
| At 1 January 2009 | 149 | (1,142) | (3,727) | – | – | (4,720) |
| Cash flow | (98) | 891 | 59 | – | – | 852 |
| Disposal of businesses (see note 29) | 1 | – | – | – | – | 1 |
| Reclassifications | (251) | (677) | 929 | – | – | 1 |
| At 31 December 2009 | (199) | (928) | (2,739) | – | – | (3,866) |
| Cash flow | (22) | 914 | (189) | – | – | 703 |
| Movement in unamortised loan costs | – | – | (3) | – | – | (3) |
| Reclassifications | – | (1,364) | 1,364 | 4 | – | 4 |
| At 31 December 2010 | (221) | (1,378) | (1,567) | 4 | – | (3,162) |
| Company | ||||||
|---|---|---|---|---|---|---|
| Current | ||||||
| Cash | Debt due | Debt due | financial | Loans to | ||
| and cash | within one | after one | asset | related | Total net | |
| R million | equivalents | year1 | year | investments | parties | debt |
| At 1 January 2009 | (132) | (640) | (1,819) | 1 | 2,096 | (494) |
| Cash flow | (230) | 640 | (270) | – | 317 | 457 |
| Reclassifications | (250) | (566) | 819 | (1) | (107) | (105) |
| At 31 December 2009 | (612) | (566) | (1,270) | – | 2,306 | (142) |
| Cash flow | 187 | 454 | (200) | – | 281 | 722 |
| Movement in unamortised loan costs | – | – | (3) | – | – | (3) |
| Reclassifications | – | (1,174) | 1,174 | 22 | – | 22 |
| At 31 December 2010 | (425) | (1,286) | (299) | 22 | 2,587 | 599 |
Note:
1 Excludes overdrafts, which are included as cash and cash equivalents. As at 31 December 2010, short-term borrowings on the statement of financial position for the Group and Company of R1,815 million and R1,719 million, respectively (2009: R1,549 million and R1,182 million, respectively), include R437 million and R433 million of overdrafts, respectively (2009: R621 million and R616 million, respectively).
continued
for the year ended 31 December 2010
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Contracted for but not provided | 242 | 135 | 92 | 56 |
| Approved, not yet contracted for | 365 | 414 | 321 | 357 |
These capital commitments will be financed by existing cash resources and borrowing facilities.
Capital commitments are based on capital projects approved to date and the budget approved by the board. Major capital projects still require further approval before they commence.
Contingent liabilities for the Group and Company comprise aggregate amounts at 31 December 2010 of R98 million and R74 million, respectively (2009: R84 million and R71 million, respectively) in respect of loans and guarantees given to banks and other third parties.
There are a number of legal or potential claims against the Group and Company. Provision is made for all liabilities that are expected to materialise.
There were no significant contingent assets for the Group and Company for both the years presented.
As at 31 December, the outstanding commitments under non-cancellable operating leases were:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Expiry date | ||||
| Within one year | 199 | 251 | 139 | 195 |
| One to two years | 189 | 245 | 117 | 173 |
| Two to five years | 393 | 635 | 239 | 471 |
| After five years | 428 | 526 | 97 | 151 |
| Total operating leases | 1,209 | 1,657 | 592 | 990 |
The majority of these operating leases relate to land and buildings.
In addition to the above, the Group entered into a land lease agreement on 1 January 2001 for a total term of 70 years. The operating lease commitment and annual escalation rate are renegotiated every five years. The operating lease charge recorded in the Group's consolidated income statement amounted to R8 million (2009: R8 million). There are 60 years remaining on the lease. The operating lease commitments of this lease are not included in the table above.
The Group and Company review their total capital employed on a regular basis and make use of several indicative ratios which are appropriate to the nature of the Group's operations and are consistent with conventional industry measures. The principal ratios used in this review process are:
The Group's and Company's trading and financing activities expose them to various financial risks that, if left unmanaged, could adversely impact on current or future earnings. Although not necessarily mutually exclusive, these financial risks are categorised separately according to their different generic risk characteristics and include market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group and Company are actively engaged in the management of all of these financial risks in order to minimise their potential adverse impact on the Group's and Company's financial performance.
The principles, practices and procedures governing the Group-wide financial risk management process have been approved by the board and are overseen by the DLC executive committee. In turn, the DLC executive committee delegates authority to a central treasury function (Group treasury) for the practical implementation of the financial risk management process across the Mondi Group and for ensuring that the Mondi Group's entities adhere to specified financial risk management policies. Group treasury continually reassesses and reports on the financial risk environment, identifying, evaluating and hedging financial risks by entering into derivative contracts with counterparties where appropriate. Local treasury teams assist Group treasury in the management of financial risk exposures and are authorised to enter into derivative contracts locally, subject to pre-agreed and constantly reviewed limits. The Group and Company do not take speculative positions on derivative contracts and only enter into contractual arrangements with counterparties that have investment grade credit ratings.
The Group's and Company's activities expose them primarily to foreign exchange and interest rate risk. Both risks are actively monitored on a continuous basis and managed through the use of foreign exchange contracts and interest rate swaps respectively. Although the Group's and Company's cash flows are exposed to movements in key input and output prices, such movements represent economic rather than residual financial risk inherent to the Group and Company.
The Group's and Company operate across various national boundaries and are exposed to foreign exchange risk in the normal course of their business. Multiple currency exposures arise from forecast commercial transactions denominated in foreign currencies, recognised financial assets and liabilities (monetary items) denominated in foreign currencies and the translational exposure on net investments in foreign operations.
The Group's and Company's foreign exchange policy require their subsidiaries to actively manage foreign currency exposures against their functional currencies by entering into foreign exchange contracts. For segmental reporting purposes, each subsidiary enters into, and accounts for, foreign exchange contracts with Group treasury or with counterparties that are external to the Group and Company, whichever is more commercially appropriate.
Only material balance sheet exposures and highly probable forecast capital expenditure transactions are hedged.
Currencies bought or sold forward to mitigate possible unfavourable movements on recognised monetary items are marked to market at each reporting date. Foreign currency monetary items are translated at each reporting date to incorporate the underlying foreign exchange movements and any such movements naturally off-set fair value movements on related foreign exchange contracts.
Foreign exchange risk sensitivity analysis has been performed on the foreign currency exposures inherent in the Group's and Company's financial assets and financial liabilities at the reporting dates presented, net of related foreign exchange contracts. The sensitivity analysis provides an indication of the impact on the Group's and Company's reported earnings of reasonably possible changes in the currency exposures embedded within the functional currency environments that the Group and Company operate in. In addition, an indication is provided of how reasonably possible changes in foreign exchange rates might impact on the Group's and Company's equity, as a result of fair value adjustments to foreign exchange contracts designated as cash flow hedges. Reasonably possible changes are based on an analysis of historic currency volatility, together with any relevant assumptions regarding near-term future volatility.
continued
for the year ended 31 December 2010
The Group and Company believe that for each functional to foreign currency net monetary exposure it is reasonable to assume a 5% appreciation/depreciation of the functional currency. The corresponding fair value impacts on the Group's consolidated income statement would be +/-R3 million (2009: +/-R2 million).
The corresponding fair value impact on the Group's equity, resulting from the application of these reasonably possible changes to the valuation of the Group's foreign exchange contracts designated as cash flow hedges, would have been Rnil (2009: Rnil). It has been assumed that changes in the fair value of foreign exchange contracts designated as cash flow hedges of non-monetary assets and liabilities are fully recorded in equity and that all other variables are held constant.
The Group and Company hold cash and cash equivalents, which earn interest at a variable rate and has variable and fixed rate debt in issue. Consequently, the Group and Company are exposed to interest rate risk. Although the Group and Company have fixed rate debt in issue, the Group's and Company's accounting policy stipulates that all borrowings are held at amortised cost. As a result, the carrying value of fixed rate debt is not sensitive to changes in credit conditions in the relevant debt markets and there is therefore no exposure to fair value interest rate risk.
Cash and cash equivalents comprise cash in hand and demand deposits, together with short-term highly liquid investments which have a maturity of three months or less from the date of acquisition. Centralised cash pooling arrangements are in place, which ensure that cash is utilised most efficiently for the ongoing working capital needs of the Group's and Company's operating units and, in addition, to ensure that the Group and Company earn the most advantageous rates of interest available.
The Group and Company have multiple variable rate debt facilities. Group treasury uses interest rate swaps to hedge certain exposures to movements in the Johannesburg Interbank Agreed Rate (JIBAR).
Interest rate swaps are ordinarily formally designated as cash flow hedges and are fair valued at each reporting date. The fair value of interest rate swaps are determined at each reporting date by reference to the discounted contractual future cash flows, using the relevant currency-specific yield curves, and the credit risk inherent in the contract.
The Group's and Company's cash and cash equivalents also act as a natural hedge against possible unfavourable movements in the relevant inter-bank lending rates on its variable rate debt, subject to any interest rate differentials that exist between corporate saving and lending rates.
The net variable rate exposure represents variable rate debt less the future cash outflows swapped from variable-to-fixed via interest rate swap instruments and cash and cash equivalents. Reasonably possible changes in interest rates have been applied to net variable rate exposure, in order to provide an indication of the possible impact on the Group's consolidated income statement. A 50 basis points movement in the interest rate will impact the earnings for the year by R13 million (2009: R14 million).
The Group's and Company's credit risk is mainly confined to the risk of customers defaulting on sales invoices raised. Several Group entities have also issued certain financial guarantees to external counterparties in order to achieve competitive funding rates for specific debt agreements entered into by other Group entities. None of these financial guarantees contractually obligate the Group and Company to pay more than the recognised financial liabilities in the entities concerned. As a result, these financial guarantee contracts have no bearing on the credit risk profile of the Group or Company as a whole. Full disclosure of the Group's and Company's maximum exposure to credit risk is presented in the following table.
Exposure to credit risk
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Cash and cash equivalents | 216 | 422 | 8 | 4 |
| Derivative financial instruments | 19 | 7 | 17 | 3 |
| Trade and other receivables (excluding prepayments | ||||
| and accrued income) | 2,221 | 2,132 | 1,174 | 1,155 |
| Loans and receivables1 | 137 | 81 | 13 | 8 |
| Total credit risk exposure | 2,593 | 2,642 | 1,212 | 1,170 |
Note:
1 Loans and receivables excludes amounts owing by related parties.
The Group and Company have a large number of unrelated customers and does not have any significant credit risk exposure to any particular customer.
Each business segment manages its own exposure to credit risk according to the economic circumstances and characteristics of the relevant markets that they serve. The Group and Company believe that management of credit risk on a devolved basis enables it to assess and manage credit risk more effectively. However, broad principles of credit risk management practice are observed across all business segments, such as the use of credit rating agencies, credit guarantee insurance, where appropriate, and the maintenance of a credit control function. Of the total trade receivables balance of R1,997 million (2009: R1,982 million) included in trade and other receivables reported in the consolidated statement of financial position (see note 17), credit insurance covering R394 million (2009: R400 million) of the total balance has been taken out by the Group's trading entities to insure against the related credit default risk. The insured cover is presented gross of contractually agreed excess amounts.
Liquidity risk is the risk that the Group and Company could experience difficulties in meeting its commitments to creditors as financial liabilities fall due for payment. The Group and Company manage their liquidity risk by using reasonable and retrospectively-assessed assumptions to forecast the future cash-generative capabilities and working capital requirements of the businesses it operates and by maintaining sufficient reserves, committed borrowing facilities and other credit lines as appropriate.
The following table shows the amounts available to draw down on its committed loan facilities.
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Expiry date In one year or less In more than one year |
140 – |
146 – |
– – |
– – |
| Total credit available | 140 | 146 | – | – |
The Group has R752 million (2009: R553 million) available to draw down on its uncommitted loan facilities.
Forecast liquidity represents the Group's and Company's expected cash inflows, principally generated from sales made to customers, less the Group's and Company's contractually-determined cash outflows, principally related to supplier payments and the repayment of borrowings, including finance lease obligations, plus the payment of any interest accruing thereon. The matching of these cash inflows and outflows rests on the expected ageing profiles of the underlying assets and liabilities. Short-term financial assets and financial liabilities are represented primarily by the Group's and Company's trade receivables and trade payables respectively. The matching of the cash flows that result from trade receivables and trade payables takes place typically over a period of three to four months from recognition in the statement of financial position and is managed to ensure the ongoing operating liquidity of the Group and Company. Financing cash outflows may be longer-term in nature. The Group and Company do not hold long-term financial assets to match against these commitments, but is significantly invested in long-term non-financial assets which generate the sustainable future cash inflows, net of future capital expenditure requirements, needed to service and repay the Group's and Company's borrowings. The Group and Company also assess their commitments under interest rate swaps, which hedge future cash flows from two to five years from the reporting date presented.
continued
for the year ended 31 December 2010
Trade receivables, the principal class of non-derivative financial asset held by the Group and Company, are settled gross by customers. The Group's and Company's financial investments, which are not held for trading and therefore do not comprise part of the Group's and Company's liquidity planning arrangements, make up the remainder of the non-derivative financial assets held.
The following table presents the Group's and Company's outstanding contractual maturity profile for its non-derivative financial liabilities. The analysis presented is based on the undiscounted contractual maturities of the Group's and Company's financial liabilities, including any interest that will accrue, except where the Group and Company are entitled and intend to repay a financial liability, or part of a financial liability, before its contractual maturity. Non-interest bearing financial liabilities which are due to be settled in less than 12 months from maturity equal their carrying values, since the impact of the time value of money is immaterial over such a short duration.
| Group | |||||
|---|---|---|---|---|---|
| 2010/R million | <1 year | 1-2 years | 2-5 years | 5+ years | Total1 |
| Bank loans and overdrafts | 1,797 | 445 | 954 | – | 3,196 |
| Other loans | 2 | 2 | 7 | 126 | 137 |
| Finance leases | 16 | 15 | 14 | 4 | 49 |
| Total borrowings | 1,815 | 462 | 975 | 130 | 3,382 |
| Interest on borrowings | 283 | 144 | 174 | 1 | 602 |
| Trade and other payables (see note 18) | 1,621 | – | – | – | 1,621 |
| Total undiscounted cash flows | 3,719 | 606 | 1,149 | 131 | 5,605 |
| Group | ||||||
|---|---|---|---|---|---|---|
| 2009/R million | <1 year | 1-2 years | 2-5 years | 5+ years | Total1 | |
| Bank loans and overdrafts | 1,531 | 1,355 | 1,200 | – | 4,086 | |
| Other loans | 2 | 2 | 7 | 129 | 140 | |
| Finance leases | 16 | 17 | 24 | 5 | 62 | |
| Total borrowings | 1,549 | 1,374 | 1,231 | 134 | 4,288 | |
| Interest on borrowings | 528 | 181 | 263 | – | 972 | |
| Trade and other payables (see note 18) | 1,728 | – | – | – | 1,728 | |
| Total undiscounted cash flows | 3,805 | 1,555 | 1,494 | 134 | 6,988 |
| Company | |||||
|---|---|---|---|---|---|
| 2010/R million | <1 year | 1-2 years | 2-5 years | 5+ years | Total1 |
| Bank loans and overdrafts | 1,603 | 289 | – | – | 1,892 |
| Finance leases | 4 | 4 | 6 | – | 14 |
| Other loans | 112 | – | – | – | 112 |
| Total borrowings | 1,719 | 293 | 6 | – | 2,018 |
| Interest on borrowings | 72 | 42 | 1 | – | 115 |
| Trade and other payables (see note 18) | 743 | – | – | – | 743 |
| Total undiscounted cash flows | 2,534 | 335 | 7 | – | 2,876 |
Note:
1 It has been assumed that, where applicable, interest and foreign exchange rates prevailing at the reporting date will not vary over the time periods remaining for future cash outflows.
| Company | ||||||
|---|---|---|---|---|---|---|
| 2009/R million | <1 year | 1-2 years | 2-5 years | 5+ years | Total1 | |
| Bank loans and overdrafts | 1,085 | 1,167 | 89 | – | 2,341 | |
| Finance leases | 4 | 4 | 10 | – | 18 | |
| Other loans | 93 | – | – | – | 93 | |
| Total borrowings | 1,182 | 1,171 | 99 | – | 2,452 | |
| Interest on borrowings | 294 | 65 | 4 | – | 363 | |
| Trade and other payables (see note 18) | 821 | – | – | – | 821 | |
| Total undiscounted cash flows | 2,297 | 1,236 | 103 | – | 3,636 |
Note:
1 It has been assumed that, where applicable, interest and foreign exchange rates prevailing at the reporting date will not vary over the time periods remaining for future cash outflows.
The following table presents the Group's and Company's outstanding contractual maturity profile for its derivative financial instruments, which will be settled on a net basis. The amounts disclosed are the contractual undiscounted net cash flows.
| Group | ||||||
|---|---|---|---|---|---|---|
| 2010/R million | <1 year | 1-2 years | 2-5 years | Total1 | ||
| Foreign exchange contracts Interest rate swaps |
10 (16) |
– (11) |
– – |
10 (27) |
||
| Discounted cash profile of derivatives Discounting and interest |
(6) (1) |
(11) (1) |
– – |
(17) (2) |
||
| Total undiscounted cash flows | (7) | (12) | – | (19) |
| Group | ||||||
|---|---|---|---|---|---|---|
| 2009/R million | <1 year | 1-2 years | 2-5 years | Total1 | ||
| Foreign exchange contracts | 4 | – | – | 4 | ||
| Interest rate swaps | (11) | (6) | (2) | (19) | ||
| Discounted cash profile of derivatives | (7) | (6) | (2) | (15) | ||
| Discounting and interest | (1) | (1) | – | (2) | ||
| Total undiscounted cash flows | (8) | (7) | (2) | (17) |
| Company | ||||||
|---|---|---|---|---|---|---|
| 2010/R million | <1 year | 1-2 years | 2-5 years | Total1 | ||
| Foreign exchange contracts | 15 | – | – | 15 | ||
| Discounted cash profile of derivatives Discounting and interest |
15 – |
– – |
– – |
15 – |
||
| Total undiscounted cash flows | 15 | – | – | 15 |
Note:
1 It has been assumed that, where applicable, foreign exchange rates prevailing at the reporting date will not vary over the time periods projected.
continued
for the year ended 31 December 2010
| Company | |||||
|---|---|---|---|---|---|
| 2009/R million | <1 year | 1-2 years | 2-5 years | Total1 | |
| Foreign exchange contracts | 2 | – | – | 2 | |
| Discounted cash profile of derivatives Discounting and interest |
2 – |
– – |
– – |
2 – |
|
| Total undiscounted cash flows | 2 | – | – | 2 |
Note:
1 It has been assumed that, where applicable, foreign exchange rates prevailing at the reporting date will not vary over the time periods projected.
Financial instruments that are measured in the consolidated statement of financial position at fair value, requires disclosure of fair value measurements by level based on the following fair value measurement hierarchy:
The fair values of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) are determined using standard valuation techniques. These valuation techniques maximise the use of observable market data where available and rely as little as possible on Group and Company specific estimates.
The significant inputs required to fair value all of the Group's and Company's financial instruments are observable. The Group does not hold any financial instruments categorised as either level 1 or level 3 financial instruments.
Specific valuation methodologies used to value financial instruments include:
The Group and Company have related party relationships with their associates and joint ventures (see note 38). Transactions between the Company and its respective subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Group and Company and their subsidiaries, in the ordinary course of business, enter into various sale, purchase and service transactions with joint ventures and associates and others in which the Group and Company have a material interest. These transactions are under terms that are no less favourable than those arranged with third parties. These transactions, in total, are not considered to be significant.
The DLC executive committee is deemed to comprise the key management personnel of the Group. Their remuneration, including that of the executive directors who serve on this committee, is disclosed in the remuneration report and in the combined and consolidated financial statements of the Mondi Group.
| Group | |||
|---|---|---|---|
| 2010/R million | Joint ventures |
Mondi plc subsidiaries |
|
| Sales to related parties | 119 | 1,443 | |
| Purchases from related parties | 6 | 6 | |
| Receivables due from related parties | 71 | 250 | |
| Payables due to related parties | 1 | 7 |
| Group | ||
|---|---|---|
| 2009/R million | Joint ventures |
Mondi plc subsidiaries |
| Sales to related parties | 51 | 1,784 |
| Purchases from related parties | 7 | 2 |
| Receivables due from related parties | 24 | 301 |
| Payables due to related parties | 5 | 65 |
| Company | ||||
|---|---|---|---|---|
| 2010/R million | Joint ventures |
Mondi plc subsidiaries |
Subsidiaries | Mondi Incentive Schemes Trust |
| Sales to related parties | – | 1,322 | 722 | – |
| Purchases from related parties | 8 | 4 | 232 | – |
| Net finance income | 21 | – | 263 | – |
| Loans to related parties | 240 | – | 2,235 | – |
| Receivables due from related parties | 158 | 235 | 189 | – |
| Payables due to related parties | 12 | 7 | 115 | – |
| Shareholder's loan to related parties | 128 | – | 239 | – |
| Total borrowings from related parties | – | – | 112 | – |
| Investment | – | – | – | 18 |
| Company | ||||
|---|---|---|---|---|
| 2009/R million | Joint ventures |
Mondi plc subsidiaries |
Subsidiaries | Mondi Incentive Schemes Trust |
| Sales to related parties | – | 1,677 | 737 | – |
| Purchases from related parties | 3 | 1 | 265 | – |
| Net finance income | 12 | – | 295 | – |
| Loans to related parties | 121 | – | 2,074 | – |
| Receivables due from related parties | 121 | 273 | 245 | – |
| Payables due to related parties | 11 | 62 | 103 | – |
| Shareholder's loan to related parties | 128 | – | 239 | – |
| Total borrowings from related parties | – | – | 93 | – |
| Investment | – | – | – | 2 |
continued
for the year ended 31 December 2010
Cyril Ramaphosa, joint chairman of Mondi, has a 33.1% (2009: 34.3%) stake in Shanduka Group (Proprietary) Limited. The Group and Company, in their normal course of business, and on an arm's length basis, enters into various transactions with Shanduka Group (Proprietary) Limited and its subsidiaries, the details of which are disclosed as follows:
| Group | Company | |||
|---|---|---|---|---|
| R million | 2010 | 2009 | 2010 | 2009 |
| Fees paid for management services provided | – | 5 | – | – |
| Purchases from Shanduka Group | 183 | 142 | 121 | 106 |
| Shareholders' loan due to Shanduka Group | 260 | 260 | – | – |
| Payables due to Shanduka Group | 6 | 5 | 5 | 3 |
The principal subsidiaries, joint ventures and associates of the Group as at the reporting dates presented, and the Group's percentage of equity owned, together with the Group's interests in joint venture entities are presented below. All of these interests are consolidated within these financial statements. The Group has restricted the information to its principal subsidiaries and joint venture.
| Percentage equity owned1 | |||||
|---|---|---|---|---|---|
| Country of incorporation |
Business | 2010 | 2009 | ||
| Subsidiary undertaking | |||||
| Mondi Packaging South Africa | |||||
| (Proprietary) Limited2 | South Africa | Packaging | 70 | 70 | |
| Siyaqhubeka Forests | |||||
| (Proprietary) Limited | South Africa | Forestry | 51 | 51 | |
| Joint venture | |||||
| Mondi Shanduka Newsprint | |||||
| (Proprietary) Limited3,4 | South Africa | Newsprint | 50 | 50 |
Notes:
1 This represents the percentage of equity owned and the proportion of voting rights held by the Group.
2 Consolidated at 75% due to the contractual arrangement with the subsidiary's employee share ownership trust.
3 The presumption of significant influence over this entity does not apply because the economic activities of this entity are jointly controlled under a contractual arrangement that has been entered into with the venturer party.
4 Due to the contractual arrangements with the entity's employee share and community ownership trust, shareholdings are proportionately consolidated at 58%.
These companies operate principally in the countries in which they are incorporated. Non-operating intermediate holding companies are excluded from the above table.
The Group's share of profits from subsidiary entities, excluding joint ventures, for the year ended 31 December 2010 is R54 million (2009: losses of R47 million).
With the exception of the proposed final dividend for 2010, included in note 8, there have been no material reportable events since 31 December 2010.
As at 31 December 2010 Mondi Limited had 146,896,322 ordinary shares in issue, of which 2,527,204 were held as Depositary Interests.
On 29 November 2010 Mondi Limited gave notice to the Depositary to terminate the Depositary Interest facility and therefore the Deed Poll dated the 29 May 2007. The termination of the Depositary Interests takes effect on 7 March 2011.
| Number of shareholders |
% of shareholders | Size of shareholding | Number of shares | % of shares |
|---|---|---|---|---|
| 33,580 | 94.61 | 1 – 500 |
1,023,549 | 0.70 |
| 610 | 1.72 | 501 – 1,000 |
448,424 | 0.30 |
| 607 | 1.71 | 1,001 – 5,000 |
1,302,302 | 0.89 |
| 421 | 1.19 | 5,001 – 50,000 |
8,133,332 | 5.54 |
| 246 | 0.69 | 50,001 – 1,000,000 | 48,611,433 | 33.09 |
| 29 | 0.08 | 1,000,001 – highest |
87,377,282 | 59.48 |
| 35,493 | 100.00 | 146,896,322 | 100.00 |
| Number of shareholders | Number of shares | % of shares | |
|---|---|---|---|
| Public1 | 35,489 | 146,552,695 | 99.77 |
| Non-public | 4 | 343,627 | 0.23 |
| Directors of Mondi Limited/Mondi plc | 3 | 5,360 | 0.00 |
| Mondi staff share schemes2 | 1 | 338,267 | 0.23 |
| Total | 35,493 | 146,896,322 | 100.00 |
1 As per the Listings Requirements of the JSE Limited.
2 Shares held for the purposes of Mondi staff share schemes are held in trust on behalf of scheme participants.
Philip Laubscher 4th Floor No. 3 Melrose Boulevard Melrose Arch 2196 Gauteng Republic of South Africa
Telephone number national: 011 994 5420 Telephone number international: +27 11 994 5420
Johannesburg 2001 Gauteng Republic of South Africa
Telephone number national: 011 630 0800 Telephone number international: +27 11 630 0800
UBS South Africa (Pty) Ltd Attention: Gary Hudson 64 Wierda Road East Wierda Valley Sandton 2196 Gauteng Republic of South Africa
Telephone number national: 011 322 7641 Telephone number international: +27 11 322 7641
Mondi Limited 4th Floor No. 3 Melrose Boulevard Melrose Arch 2196 Gauteng Republic of South Africa
Telephone number national: 011 994 5400 Telephone number international: +27 11 994 5400
Registered in South Africa
Registered No. 1967/013038/06
Website: www.mondigroup.com
For further information, please see:
Mondi Group Annual report and accounts 2010
Mondi Group Sustainable Development Review 2010
www.mondigroup.com www.mondigroup.com/sustainability
Design by Russell and Associates www.rair.co.za Printed by Colorpress (pty) ltd on FSCTM certified Mondi 250gsm MAESTRO® PRINT and 120gsm MAESTRO® PRINT
This document includes forward-looking statements. All statements other than statements of historical facts included herein, including, without limitation, those regarding Mondi's financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mondi, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Mondi's present and future business strategies and the environment in which Mondi will operate in the future. Among the important factors that could cause Mondi's actual results, performance or achievements to differ materially from those in the forward-looking statements include, but are not limited to, those discussed under Principal risks and uncertainties, on page 31 of the Mondi Group annual report and accounts 2010. These forward-looking statements speak only as of the date on which they are made. Mondi expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statement contained herein to reflect any change in Mondi's expectations with regard thereto or any change in events, conditions or
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