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Annual Report and Accounts and Notice of AGM

30th Apr 2012 16:57

RNS Number : 4021C
Bumi plc
30 April 2012
 



Bumi plc (the "Company") 

Annual Report and Accounts for the year ended 31 December 2011 and 

Notice of 2012 Annual General Meeting

 

Bumi plc is pleased to announce that it has published its Annual Report and Accounts for the year ended 31 December 2011 and the 2012 Notice of Annual General Meeting and Form of Proxy. In accordance with Listing Rule 9.6.1, copies of these documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

 

In accordance with DTR 6.3.5(3), the Annual Report and Accounts and the Notice of Annual General Meeting and Form of Proxy are available on the Company's website by accessing: http://www.bumiplc.com/investors/reports

 

The 2012 Annual General Meeting will be held at 12.00pm on 14 June 2012 at the Institute of Directors, 16 Pall Mall, London SW1Y 5ED.A condensed set of financial statements for the Company and information on important events that have occurred during the year and their impact on the financial statements were included in the preliminary announcement made on 26 March 2012. That information, together with the information set out below which is extracted from the Annual Report and Accounts, constitutes the information which must be communicated via an RIS in unedited full text pursuant to DTR 6.3.5. This announcement is not a substitute for reading the full Annual Report and Accounts.

 

Principal risks and uncertainties

 

Understanding and managing the principal risks and uncertainties that arise from pursuing the Group's objectives is important to achieving Bumi plc's success. Bumi plc's risk management processes, summarised in the Audit Committee Report in the Annual Report and Accounts, are forward looking to make the Company more resilient and prepared for the challenges and opportunities which lie ahead.

 

Risk

Context

Impact

Mitigation

Coal prices could fluctuate unfavourably.

The demand and price for coal will be largely determined by global supply and demand and the strength of the global economic environment.

Coal price volatility can result in material and adverse movement in the Group's operating results, asset values, revenues and cash flows. It may also compromise the ability of the Group to adjust the timing of capital expenditure and deliver growth in future years as expansion projects may not be viable at lower prices.

The Group life of mine planning processes consider coal price forecasts, operating costs, market demand and production capacity and adjust plans and activities as far as possible to maintain margins.

Failure to meet project delivery objectives, timetables and budgets.

The Group has high production expansion targets which depend on execution of significant capital projects, in particular regarding mine infrastructure.

Failure to meet project delivery and growth timetables may affect operational performance, delay cash inflows, increase capital costs and reduce profitability as well as having a negative impact on the Group's reputation.

Group management have a track record of delivering capital projects and has recently enhanced its team by hiring additional experienced project managers.

Failure to effectively manage contractors resulting in cost inefficiencies and Group standards not being met.

The Group relies on contractors for all mining operations.

Failure to manage contractors effectively may affect operational performance, delay cash inflows, increase capital costs and reduce profitability as well as having a negative impact on the Group's reputation.

Group management have a track record of managing contractors and works closely with them on a day to day basis so that performance issues can be addressed as soon as they arise.

 

At the operational level a newly formed contractor management team will, in 2012, conduct a review with a view to enhancing its procedures for managing contractors.

The Group's businesses may be affected by political and legal developments in Indonesia, including changes to fiscal and regulatory regimes.

The Group has no control over political and legal changes. It recognises that its licence to operate through mining rights is dependent on a number of factors, including compliance with regulations.

Potential impacts include expropriation of assets, further imposition of royalties or taxation targeted at mining companies, licences to operate not being renewed and requirements for local ownership or benefication. Political changes can also result in civil unrest and the nullification of mining permits and leases.

The Group maintains a dialogue with central and local government and regulators, and responds to developments through annual mine planning activities. This dialogue is coordinated by the local external relations teams.

Failure to achieve expected standards of operational and governance performance in associates.

Group management is establishing operational and governance performance standards for the Group. Management of non-controlled assets, including associates may not adopt or comply with Group standards.

Financial loss and reputational damage may arise due to different standards of governance and operational performance.

Group management seeks to align the standards of operational and governance performance of PT Bumi with those of Bumi plc through communication of requirements and Bumi plc representation on the PT Bumi Board.

Failure to meet expectations and standards of a UK plc across HSEC areas.

The transition to a UK plc introduces new standards and expectations across different HSEC areas which go beyond the legal obligations and practices required in Indonesia.

Reputational damage, financial impacts and operational disruption may arise if standards are not achieved.

HSEC governance has been established and continues to be put into place. A risk based work programme is underway supported by independent advisors.

Failure to maintain high levels of safety management can result in harm to the Group's employees and contractors.

Achievement of a safe operating environment is a legal requirement and responsibility. Within contracted operations this depends to a large extent on the competency of, and controls over, contractors.

A greater number of incidents affecting the safety of employees and contractors may lead to lost production time, compensation claims and enforcement of legal responsibilities against those in charge of operations.

A review of existing safety practices at mine operations commenced in 2011 leading to the development of an improvement programme targeted initially at significant risk areas. The response programme will involve establishing a new working model with contractors.

Mining permits can be delayed or withdrawn due to the failure to achieve necessary environmental standards, particularly in relation to the conservation of biodiversity, ambient noise levels and maintenance of pre-existing air and water quality.

Environmental protection is an increasing area of focus under Indonesian legislation and is subject to global scrutiny.

Delays to operations and production targets through mining permits being deferred or withdrawn and reputational and financial consequences from perceived or actual environmental damage.

There is a dedicated environment team that monitors compliance with local legislation and regulations.

 

The Group plans to develop an approach to enhance environmental management in late 2012.

Disruption to operations as a result of community disputes.

Mining companies have to demonstrate long term social responsibility to communities impacted by operations.

Failure to maintain supportive relationships with local communities and government may adversely affect the Group's reputation as well as its ability to maintain operations and bring projects into production.

The Group's operations have a history of strong community relations, working collaboratively with communities and local government.

 

Enhanced working practices, aligned to international standards, are being developed during 2012.

Inability to recruit, develop or retain appropriate skills for the Group.

Local operations are subject to competition for skilled labour. Recruitment and retention can be challenging given the location of the Group's operations.

Possible increased costs, interruptions to existing operations and delay in new projects arising from a shortage of employees, the Group's employees having inadequate skills or due to industrial disputes.

Local human resources teams have arrangements in place to manage recruitment and retention which will continue to receive attention in 2012 in light of the expansion targets.

 

Local operations maintain an active relationship with local labour unions.

Failure to comply with the Group's Code of Conduct including failure to prevent acts of fraud, bribery, corruption or anti-competitive behaviour.

In addition to operating in a country where the risk of corruption is high (as indicated by indices prepared by independent NGOs), the UK legal requirements and expected practices go beyond those commonly adopted in Indonesia.

Reputational, legal and financial consequences due to non-compliance with Group policies and requirements, including anti-bribery and corruption legislation.

The development and implementation of UK governance standards has been a priority of the Board. Policy development in key areas such as anti-bribery and corruption has been progressed in conjunction with operational management with an implementation programme agreed for 2012.

The actions of its major shareholders.

Bumi plc has three significant shareholders with substantial other business interests. Such shareholders or parties related to them may enter into contractual relationships with the Group or its associate.

The Group's operations and reputation could be affected by the actions of its major shareholders and the effects of related party contracts.

The structure of the Board, with a full complement of active INEDs, together with a Conflicts Committee to monitor all contracts with related parties mitigates this risk.

Failure to manage financial arrangements and operating cash flows.

The Group carries significant debt and requires cash flows for large projects.

Inability to execute strategy from not meeting short term financial commitments.

The Group has significant cash reserves to meet short and medium term liquidity requirements and completed a $500m bond issue in March 2012.

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and parent company financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

 

- select suitable accounting policies and then apply them consistently;

 

- make judgements and accounting estimates that are reasonable and prudent;

 

- state whether applicable IFRSs, as adopted by the European Union, have been followed subject to any material departures disclosed and explained in the financial statements;

 

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Directors' Statement pursuant to the Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed in the Directors' Remuneration Report confirm that, to the best of their knowledge:

 

- the Group financial statements, which have been prepared in accordance with IFRSs, as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and result of the Group and Company; and

 

- the Directors' report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

 

Related party transactions

 

During the year ended 31 December 2011, the Group entered into the following transactions in the ordinary course of business with related parties and entities related to them:

 

NathanielRothschild

2011

$m

RosanRoeslani

2011

$m

IndraBakrie

2011

$m

NathanielRothschildand JamesCampbell

2011

$m

Total

2011

$m

Purchase of goods

-

-

(23.7)

-

 (23.7)

Purchase of services

(4.9)

(0.5)

-

(2.9)

(8.3)

Finance income

-

0.4

-

-

0.4

(4.9)

(0.1)

(23.7)

 (2.9)

 (31.6)

 

 

At 31 December 2011, the following balances were held with related parties:

 

NathanielRothschild

2011

$m

RosanRoeslani

2011

$m

IndraBakrie

2011

$m

NathanielRothschildand JamesCampbell

2011

$m

Total

2011

$m

Assets

Cash and cash equivalents

-

3.9

-

-

3.9

Liabilities

Trade and other payables

-

-

(0.1)

(1.2)

 (1.3)

-

3.9

(0.1)

(1.2)

2.6

 

Transactions with Directors

Nathaniel Rothschild

The Group conducted transactions with entities related to Nathaniel Rothschild, the sole activity being the payment of business expenses.

 

Rosan Roeslani

The Group conducted transactions with entities related to Rosan Roeslani, the key activities being insurance services and the lease of office buildings.

 

PT Bank Pundi Indonesia Tbk is a bank related to Rosan Roeslani. Term deposits at the PT Bank Pundi Indonesia Tbk have market interest rates.

 

Indra Bakrie

The Group conducted transactions with PT Petromine Energy Trading, a subsidiary of PT Bakrie and Brothers Tbk, a listed entity on the Indonesia Stock Exchange, which is related to the Bakrie family. The sole activity is the supply of fuel.

 

Nathaniel Rothschild and James Campbell

The Group conducted transactions with an entity related to Nathaniel Rothschild and James Campbell, the sole activity being the supply of professional services. The agreement to provide professional services was terminated in the year. In 2010, the Group paid fees of $7.7m to entities related to Nathaniel Rothschild and James Campbell.

 

All transactions are considered by the Directors to be undertaken at standard market rates.

 

Other transactions

During the year, Vallar Capital LP, a related party, exercised its right to exchange the Founder Shares, a separate share class of Vallar Holding Company Ltd, for 6.67% of the fully diluted ordinary shares of the Company. Please see note 25 for further details. There were no material transactions with the associate during the year.

 

Key management personnel

In accordance with IAS 24 "Related Party Disclosures", key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, excluding any Director (executive and non-executive) of the Group.

 

Disclosure of Directors' emoluments, pension entitlements, share options and long term incentive plan awards required by the Companies Act 2006 and those specified for audit by Regulation 11 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 are included in the Directors' Remuneration Report.

 

 

Compensation for key management was as follows:

 

Year to31 December2011

$m

9 months to31 December2010

$m

Wages and salaries

1.4

-

Social security costs

-

-

Post employment benefits

-

-

Share based payments

-

-

Termination benefits

-

-

1.4

-

 

Transactions between PT Bumi and Bumi plc Directors

The Group is voluntarily disclosing these further transactions to increase the transparency of the financial statements. These amounts are stated at 100% of balances and transactions held by PT Bumi.

 

Rosan

Roeslani1

2011

$m

Indra

Bakrie1

2011

$m

Total

2011

$m

Purchase of goods

-

(508)

(508)

Finance income

27

-

27

27

(508)

481

 

Rosan

Roeslani1

2011

$m

Indra

Bakrie1

2011

$m

Total

2011

$m

Assets

Loans receivable

259

-

259

Other financial assets

242

-

242

Liabilities

Trade and other payables

-

(44)

(44)

501

(44)

457

1 Includes all entities related to stated individuals.

 

Rosan Roeslani

PT Bumi has an investment with PT Recapital Asset Management, a company related to Rosan Roeslani.

 

PT Bumi also has a loan with PT Bukit Mutiara, a company related to Rosan Roeslani. The loan facility has a principal amount of up to $300m and attracts an interest rate of 12% per annum payable quarterly.

 

Indra Bakrie

PT Bumi conducted transactions with PT Petromine Energy Trading, a subsidiary of PT Bakrie and Brothers Tbk, a listed entity on the Indonesia Stock Exchange, which is related to the Bakrie family. The sole activity is the supply of fuel.

 

 

 

For further information, please contact:

 

Bumi plc: 020 7201 7510

Nick von Schirnding

 

Finsbury: 020 7251 3801

Ed Simpkins

Charles Chichester

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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