• Tidak ada hasil yang ditemukan

JB Foods Limited - Annual Report 2021 - Malaysian Agricultural Repository

N/A
N/A
Protected

Academic year: 2023

Membagikan "JB Foods Limited - Annual Report 2021 - Malaysian Agricultural Repository"

Copied!
151
0
0

Teks penuh

The Group recorded gross sales of USD 448.8 million in the fiscal year ended December 31, 2021, an increase of 7.4% compared to the previous year. As a result of the above, the Group recorded a profit after tax of USD 13.9 million in financial year 2021.

BOARD STATEMENT

Water consumption (m3) per mt of cocoa beans processed 2.05 2.29 Percentage of treated wastewater for pollutant removal. We have detailed our responses to the impact of the pandemic in the relevant sections of this report.

OUR BUSINESS

We remain optimistic that the long-term environment for cocoa consumption will continue to be supported by the post-pandemic recovery of the global economy and the growing middle-income class. We are closely monitoring developments in the industry and will respond accordingly in our pricing strategy.

REPORTING FRAMEWORK

REPORTING PERIOD AND SCOPE

FEEDBACK

STAKEHOLDER ENGAGEMENT

POLICY, PRACTICE AND PERFORMANCE REPORTING 1 Reporting structure

Sustainability reporting processes

The end result of this process is a list of significant sustainability factors described in this report.

Materiality assessment

Performance tracking and reporting

MATERIAL FACTORS

  • Business development and expansion
  • CUSTOMER SATISFACTION
  • SUSTAINABLE MANUFACTURING
  • TRACEABILITY AND SUSTAINABLE SUPPLY CHAIN PRACTICES
  • CLIMATE CHANGE AND GHG EMISSIONS
  • WASTE MANAGEMENT AND OPTIMISATION
  • DEFORESTATION AND BIODIVERSITY
  • WATER STEWARDSHIP
  • SAFE WORK AND WELLBEING
  • FOOD SAFETY, PRODUCT QUALITY AND NUTRITION
  • HUMAN RIGHTS AND LABOUR STANDARDS
  • WORKPLACE DIVERSITY AND EQUALITY
  • TALENT DEVELOPMENT
  • COMMUNITY DEVELOPMENT
  • ETHICS AND INTEGRITY
  • CYBER SECURITY AND DATA PROTECTION

We affirm our commitment to food safety and quality in the supplier code of conduct circulated by our customers. We are committed to creating long-term positive community impacts through our community engagement initiatives.

SUPPORTING THE UN SUSTAINABLE DEVELOPMENT GOALS

We recognize that maintaining high standards of product quality and customer service is essential to the continued success of our business. This in turn helps contribute to economic growth and long-term economic value for our shareholders.

SUSTAINABILITY TRENDS

Implementing and pursuing measures to achieve zero deforestation and protect biodiversity within our supply chain. 34 Approval of market standards Certified with market standards related to product quality and safety 35 Number of product returns.

GRI CONTENT INDEX

102-8 Information about employees and other employees Sustainability Report > Material factors > Diversity and equality in the workplace. Factors > Safe working and well-being Average number of hours of training per year per employee Sustainability report > Equipment.

FINANCIAL CONTENTS

THE BOARD’S CONDUCT OF AFFAIRS

The Board of Directors is responsible for the general management of the Group's business and corporate affairs and is responsible for the performance of the administration. In order to strengthen the independence of the board of directors, the company appointed Mr. Chua Cheow Khoon Michaela as Chairman of the Board and Lead Independent Director. Management regularly sends information about the Group to the directors and relevant background information relating to the business, which is discussed at meetings of the Board of Directors and Board Committees.

The appointment and dismissal of joint company secretaries must be approved by the board of directors.

BOARD COMPOSITION AND GUIDANCE

A joint company secretary or his representative administers and participates in all board and board committee meetings in the company and prepares meeting minutes. The independent directors will assist in developing strategy and goals for the group and continuously assess management's performance. NC has reviewed and deemed Mr Chin Koon Yew to be independent based on the definition and criteria set out in the Code and Listing Manual of SGX-ST.

Independent directors meet at least once a year without the presence of other directors.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

In terms of the Code, an independent director is someone who is independent in conduct, character and judgement, and has no relationship with the Company, its related corporations, its material shareholders or its officers that could interfere, or could reasonably be considered to interfere in the exercise of the Director's independent business judgment in the best interests of the Company. He will also seek approval for his reappointment as an Independent Director via separate two-level resolutions to be voted on by shareholders in accordance with Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST. The CEO is responsible for formulating the Group's strategic directions and expansion plans, and managing the Group's overall business development.

The separation of the roles of chairman and CEO ensures an appropriate balance of power, increased accountability and greater capacity of the board for independent decision-making.

BOARD MEMBERSHIP

After the reviews, the NC is satisfied that the directors devote sufficient time and attention to the group's affairs. In addition, the NC annually reviews the independence of each of the independent directors. According to its review, NC considers that Mr. Chua Cheow Khoon Michael and Mr. Chin Koon Yew independent from the group and management.

The directors, who will retire at the next general meeting by rotation in accordance with Article 98 of the company's statutes, are dr. Goi Seng Hui and Mr. Chin Koon Yew.

BOARD PERFORMANCE

After evaluating their respective contributions and performance, the NC is recommending each of Dr Goi Seng Hui and Mr Chin Koon Yew for re-election at the next AGM. As mentioned above, Mr. Chin Koon Yew will also seek approval for his re-appointment as an Independent Director through special two-tier resolutions to be voted by shareholders in accordance with Rule 210(5)(d)(iii) ) of the Listing. SGX-ST Manual. To evaluate the contribution of each individual Director (including the Chairman), the factors evaluated by the CC include, but are not limited to:. i) his/her participation in the meetings of the Board; ii) his/her ability to contribute to the discussion conducted by the Board; iii) his/her ability to assess the Company's strengths and weaknesses and make informed business decisions;. iv) his/her ability to interpret the Company's financial reports and contribute to the formulation of strategies, budgets and business plans that are consistent with the Group's vision and existing business strategy;. v) his/her compliance with the policies and procedures of the Group; vi) performing the specific tasks that have been delegated to him; vii) his/her disclosure of any transaction or conflict of interest with related persons; and (viii) for Independent Directors, his/her independence from the Group and Management.

The Board of Directors and the NC have endeavored to ensure that the Directors have the experience, knowledge and expertise that are critical to the Group's operations.

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

LEVEL AND MIX OF REMUNERATION

DISCLOSURE ON REMUNERATION

The Company had 3 key management personnel for FY2021 (who are not also Directors or the CEO). During FY2021, none of the employee(s) of the Group who were immediate family members of a Director, the CEO or a material shareholder of the Company had remuneration exceeding S$100,000 during the year. Under the ESOS, the Company may grant options over the Company's shares to full-time employees who meet the eligibility criteria.

For further details on ESOS, please refer to the appendix to the company's annual report dated 15 April 2014, which can also be found on SGXNet (http://www.sgx.com/securities/annual-reports-related-documents) .

RISK MANAGEMENT AND INTERNAL CONTROLS

Management presented its annual report to the AC, Risk Committee and the Board on the Group's risk profile and results of various assurance activities carried out during FY2021 on the adequacy of the Group's risk management and internal controls, including financial, operational, compliance and information technology controls. . The board has obtained written confirmation from: a) the managing director and the financial director, that the accounts are properly maintained and that the annual accounts give a true and fair view of the group's operations and finances; and. In light of the current conflict situation in Ukraine, the board has assessed the group's business in Russia and Ukraine as well as the group's possible exposure to sanctions-related risks.

Details of the board's assessment are detailed in the company's announcement titled "Update of the Group's business in Russia and Ukraine" released via COVID-19 on March 16, 2022.

AUDIT COMMITTEE

The audit committee meets with external auditors and internal auditors without the presence of the management at least once in each financial year. The Audit Committee has recommended and the Board of Directors approves the nomination for the re-appointment of BDO LLP as the Company's external auditor at the forthcoming AGM. The auditors of the company's subsidiaries are disclosed in note 8 to the financial statements of this annual report.

BDO LLP, Singapore was appointed in FY2021 to oversee the accounts of the company and JB Foods Global Pte.

SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETINGS

ENGAGEMENT WITH SHAREHOLDERS

ENGAGEMENT WITH STAKEHOLDERS

  • OPINION OF THE DIRECTORS In the opinion of the Board of Directors,
  • DIRECTORS
  • ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES OR DEBENTURES
  • DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES
  • DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (CONTINUED)
  • SHARE OPTIONS
  • AUDIT COMMITTEE
  • AUDIT COMMITTEE (CONTINUED)
  • INDEPENDENT AUDITOR

At the end of the financial year, no unissued shares of the Company or its subsidiaries were under option. Our responsibilities under these standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. The key audit matters concern those matters that, in our professional judgment, were most significant in our audit of the annual accounts for the current reporting period.

Obtain sufficient appropriate audit evidence about the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.

December 2021

December 2020

  • GENERAL
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 BASIS OF PREPARATION
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 1 BASIS OF PREPARATION (CONTINUED)
    • BASIS OF CONSOLIDATION
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2 BASIS OF CONSOLIDATION (CONTINUED)
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 3 INTANGIBLE ASSETS
    • INVESTMENT PROPERTIES
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 4 INVESTMENT PROPERTIES (CONTINUED)
    • PROPERTY, PLANT AND EQUIPMENT
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 5 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
    • LEASES As lessee
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 6 LEASES (CONTINUED)
    • INVENTORIES
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 8 IMPAIRMENT OF NON-FINANCIAL ASSETS
    • FINANCIAL INSTRUMENTS
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 9 FINANCIAL INSTRUMENTS (CONTINUED)
    • CASH AND CASH EQUIVALENTS
    • GOVERNMENT GRANTS
    • PROVISIONS
    • REVENUE RECOGNITION
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 13 REVENUE RECOGNITION (CONTINUED)
    • RESEARCH AND DEVELOPMENT EXPENDITURE
    • EMPLOYEE BENEFITS Defined contribution plans
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 15 EMPLOYEE BENEFITS (CONTINUED)
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 16 BORROWING COSTS
    • TAXES
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 17 TAXES (CONTINUED)
    • DIVIDENDS
    • FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION
  • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    • FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION (CONTINUED)
    • SEGMENT REPORTING
  • CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
    • CRITICAL JUDGEMENTS MADE IN APPLYING THE ACCOUNTING POLICIES
  • CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED) 2 KEY SOURCES OF ESTIMATION UNCERTAINTY
  • CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED) 2 KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)
  • INTANGIBLE ASSETS
  • INVESTMENT PROPERTIES
  • INVESTMENT PROPERTIES (CONTINUED)
  • PROPERTY, PLANT AND EQUIPMENT
  • PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
  • RIGHT-OF-USE ASSETS
  • INVESTMENTS IN SUBSIDIARIES
  • INVESTMENTS IN SUBSIDIARIES(CONTINUED) The details of the subsidiaries are as follows
  • INVESTMENTS IN SUBSIDIARIES(CONTINUED)
  • INVENTORIES
  • TRADE AND OTHER RECEIVABLES
  • TRADE AND OTHER RECEIVABLES (CONTINUED)
  • CASH AND BANK BALANCES
  • CASH AND BANK BALANCES (CONTINUED)
  • TRADE AND OTHER PAYABLES (CONTINUED)
  • DERIVATIVE FINANCIAL INSTRUMENTS
  • DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
  • BANK BORROWINGS
  • BANK BORROWINGS (CONTINUED)
  • LEASE LIABILITIES (CONTINUED)
  • DEFERRED CAPITAL GRANT
  • PROVISION FOR POST-EMPLOYMENT BENEFITS
  • PROVISION FOR POST-EMPLOYMENT BENEFITS (CONTINUED) Sensitivity analysis
  • DEFERRED TAX ASSETS/LIABILITIES
  • DEFERRED TAX ASSETS/LIABILITIES(CONTINUED)
  • SHARE CAPITAL
  • OTHER RESERVES AND RETAINED EARNINGS
  • OTHER RESERVES AND RETAINED EARNINGS (CONTINUED) 1 MERGER RESERVE
    • STATUTORY RESERVE
    • EXCHANGE RESERVE
    • FOREIGN CURRENCY TRANSLATION RESERVE
  • OTHER RESERVES AND RETAINED EARNINGS (CONTINUED) 5 RETAINED EARNINGS
  • REVENUE FROM CONTRACTS WITH CUSTOMERS
  • FINANCE COSTS
  • PROFIT BEFORE INCOME TAX
  • PROFIT BEFORE INCOME TAX (CONTINUED) Profit before income tax also includes
  • INCOME TAX EXPENSE
  • INCOME TAX EXPENSE (CONTINUED)
  • EARNINGS PER SHARE
  • DIVIDENDS
  • SIGNIFICANT RELATED PARTY TRANSACTIONS
  • COMMITMENTS
    • CAPITAL COMMITMENTS
  • SEGMENT INFORMATION
  • SEGMENT INFORMATION (CONTINUED) Analysis by geographical segments
  • SEGMENT INFORMATION (CONTINUED) Analysis by geographical segments (Continued)
  • FINANCIAL INSTRUMENTS AND FINANCIAL RISKS
    • CREDIT RISK
  • FINANCIAL INSTRUMENTS AND FINANCIAL RISKS (CONTINUED) 1 CREDIT RISK (CONTINUED)
  • FINANCIAL INSTRUMENTS AND FINANCIAL RISKS (CONTINUED) 2 MARKET RISK
  • FINANCIAL INSTRUMENTS AND FINANCIAL RISKS (CONTINUED) 2 MARKET RISK (CONTINUED)
  • FINANCIAL INSTRUMENTS AND FINANCIAL RISKS (CONTINUED) 3 LIQUIDITY RISK
  • CAPITAL MANAGEMENT POLICIES AND OBJECTIVES
  • FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
  • FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED) Fair value hierarchy (Continued)
  • EVENTS SUBSEQUENT TO REPORTING DATE
  • RECLASSIFICATION

The main activities of the subsidiaries are set out in Note 8 to the annual accounts. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiaries. Financial assets and financial liabilities are recognized in the balance sheet when the Group becomes a party to the contractual provisions of the instrument.

The accounting value of the Group's inventories on December 31, 2021 is disclosed in note 9 of the financial statements. iii) Depreciation of investments in subsidiaries. The Group recognized the gain on disposal of the US investment property in profit or loss. In terms of revenue contributions, the two countries together accounted for around 17% of the Group's revenue for 2021.

JB FOODS LIMITED

ORDINARY RESOLUTION – AUTHORITY TO ALLOT AND ISSUE SHARES UNDER THE JB FOODS EMPLOYEE SHARE OPTION SCHEME 2014

The instrument appointing the Chairman of the Annual General Meeting as proxy, together with the power of attorney or other authorization under which it is signed (if applicable) or a notarized copy thereof, must:. c) if submitted through the company's pre-registration website, at the URL https://conveneagm.com/sg/jbfoods2022. In addition, by attending the Annual General Meeting and/or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for any of the purposes . 3 To re-elect Dr Goi Seng Hui as a retiring Director under Article 98 of the Company's Constitution.

4 To re-elect Mr Chin Koon Yew as a director who retires in terms of Article 98 of the Company's Articles of Association.

Ingredients of Resilience in

Extraordinary Times

Referensi

Dokumen terkait

ITM Input Test Mass LIGO Laser Interferometer Gravitational Wave Observatory LSC LIGO Scientific Collaboration LSC Length Sensing & Control LTI Linear Time Invariant MC Mode