Annual Report 2016
Table of Contents Table of Contents Notice of Annual General Meeting 3 Mission, Quality Policy, Vision 5 Chairman's Statement 7 General Manager's Statement 9 Board of Directors 11 Corporate Governance 13 Senior Management 15 Shareholdings 17 Auditor's Report/Financial Statements 21 A M G Annual Report 2016
A M G Annual Report 2016
Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting of AMG Packaging & Paper Company Limited will be held at the offices of AMG Packaging & Paper Company Limited at 10 Retirement Crescent, Kingston 5 on Thursday, January 19, 2017 at 10 a.m. for the purpose of transacting the following business: 1. To receive the Audited Accounts for the year ended August 31, 2016 together with the reports of the Directors and Auditors thereon, The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 1 That the Audited Accounts for the year ended August 31, 2016, together with the reports of the Directors and Auditors thereon, be and are hereby adopted. 2. To elect Directors. (i) The Directors retiring by rotation in accordance with Regulation 102 of the Company s Articles of Incorporation are Messrs. Michael Fraser and Peter Chin, who being eligible for re-election, offer themselves for re-election. The Company is being asked to consider, and if thought fit, pass the following resolutions: Resolution No. 2 That the Directors, retiring by rotation, be re-elected by a Single Resolution. Resolution No. 3 That Messrs. Michael Fraser and Peter Chin, who are retiring by rotation in accordance with Regulation 102 of the Articles of Incorporation be and are hereby re-elected as Directors of the Company. (ii) Mrs. Michelle Chin having been appointed a Director since the last Annual General Meeting, shall retire in accordance with Regulation 108 of the Articles of Incorporation and, being eligible offer herself for re-election. The Company is being asked to consider, and if thought fit, pass the following resolution: Resolution No. 4 That Mrs. Michelle Chin be and is hereby elected as a Director of the Company. 3. To approve the Remuneration of the Directors. 3 A M G Annual Report 2016
The Company is asked to consider, and if thought fit, to pass the following resolution: Resolution No. 5 That the amount shown in the Audited Accounts of the Company for the year ended August 31, 2016 as fees of the Directors for their services as Directors, be and are hereby approved. 4. To appoint Auditors and to authorize the Directors to fix the remuneration of the Auditors. The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 6 That the remuneration of the Auditors, Bogle and Company, who have signified their willingness to continue in office, be such as may be agreed between the Directors of the Company and the Auditors. 5. To consider, and if thought fit, pass the ordinary resolution for the subdivision of shares. Resolution No. 7 That each ordinary share of the company be subdivided into five shares resulting in the Authorized Share Capital of the company increasing from 140,000,000 shares to 700,000,000 shares of no par value, and the issued and fully paid capital of the company increasing from 102,378,857 shares to 511,894,285 of no par value. Dated the 25th day of November 2016 By Order of the Board Paul Chin Company Secretary Registered Office 9 Retirement Crescent Kingston 5 NOTE: 1. A member entitled to attend and vote at the meeting may appoint a proxy, who need not also be a member, to attend and so on a poll, vote on his/her behalf. A suitable form of proxy is enclosed. Forms of proxy must be lodged at the Registrar of The Company, KPMG Regulatory & Compliance, 6 Duke Street, Kingston not less than 48 hours before the time of the meeting. 2. A Corporate shareholder may (instead of appointing a proxy) appoint a representative in accordance with Regulation 80 of the Company s Articles of Incorporation. A copy of Regulation 75 is set out on the enclosed detachable proxy form. 4 A M G Annual Report 2016
Mission To manufacture packaging materials at the highest standard and to sell at the lowest price and maintain a reputation of being a viable alternative for imported packaging. Quality Policy The Management and Staff of AMG Packaging & Paper Company Ltd. is committed to implementing and continually improving the effectiveness of our Quality Management System through providing products that satisfy our customers' needs and expectations. We achieve this through our cadre of competent staff, effective communication and team work. Vision To be the best manufacturing company of corrugated cardboard boxes who understands and satisfies the product quality and expectations of our valued clientele. Notice of A 5 A M G Annual Report 2016
A M G Annual Report 2016
Chairman's Statement 2016 was a year of mixed fortunes for AMG. One major occurrence was the untimely passing of our founding Chairman, Mark Chin. It is a testament to the strength of the company and his positive contribution that we were still able to achieve credible results despite this and other challenges. We continue the drive to make our clients and our staff our priority through excellent customer service and by satisfying the needs and expectations of both groups. Performance Overview The company showed an overall net improvement on its results from the previous year, mainly as a result of our strategy of tighter expense control. The General Manager s report gives further details. Outlook for the Coming Year In the coming year, AMG will be focusing on maintaining international quality standards, product diversification and plant upgrades. We expect that these initiatives will position the company to take advantage of positive developments in the economy. As you are aware, AMG was ISO9001:2008 certified in January 2015. We are currently transitioning the company to the new standard, ISO9001:2015 which should conclude January 2018. We have now added two other brands to our Toilet Paper line, namely Cottony and Plush. As you were previously informed, our other brand Tishoo has an exclusive distributor. We are in the process of identifying other distributors for our new brands. We also plan to do a major upgrade on our Corrugator at the Box Plant within the first quarter of the financial year. This upgrade will enable us to expand our product offering to our customers. On behalf of the Board I take this opportunity to welcome to the Board Mrs. Michelle Chin, who brings significant years of management experience. 7 A M G Annual Report 2016
General Manager's Statement AMG Packaging & Paper Company Limited (AMG) is pleased to present our Audited Financial Statements for the 12-month period ending August 31, 2016. AMG has continued its positive performance with an increase in key financial matrices for the 12-month period. Revenues for the period to August 31, 2016 decreased by.72% to $628.67 million over the prior year period. Manufacturing Expenses moving from $474.61 million (2015) to $431.59 million (2016), a 9.96% decrease, allowed Gross Profit to improve by 24.27%, moving from $158.58 million (2015) to $197.07 million (2016). Administrative expenses for the 12-month period increased 43.85 %, $79.76 million, which resulted in AMG producing Net profit of $82.97 million up 4.34% from the corresponding prior year period ($79.51 million). 12 months ending August 31, 2016 12 months ending August 31, 2015 Total Revenues 628,667,865 633,192,733 Gross Profit 197,072,147 158,579,278 Profit 82,971,386 79,500,395 Total Assets 588,949,228 567,611,591 However, it should be noted that our segmented results actually show that the Box Factory resulted in an increase in net profit of $123.63 million up 55.50%, but the Toilet Paper Factory first year of operation, resulted in operational loss of $40.65 million. The unfortunate major disaster at our exclusive distributor of our Tishoo brand contributed heavily to the loss incurred at the Toilet Paper Factory. We will be upgrading and doing major repairs to our corrugator within the first quarter of the new financial year. The issues associated with our corrugator is what attributed to the decrease in sales shown. The upgrade will enable us to expand in our abilities for corrugated products, which will show positive results in our revenues. Even though the erratic movement of the US dollar continues, and the harsh economic factors that hinder the manufacturing sector, we are confident of a 9 A M G Annual Report 2016
continued bright future especially with the prudent management of our financials. The management team remains focused to continue its positive trend. Continually seeking new strategies to contain costs, providing excellent customer service and producing high quality products will be the driving force going into the upcoming year. We continuously seek support from our local manufacturers, as this is the key to growth for both AMG and the country s manufacturing sector. AMG is committed to building brand Jamaica and we ask everyone to support efforts in doing so. Michael P. Chin General Manager 10 A M G Annual Report 2016
Board of Directors George Hugh Managing Director George Hugh spearheaded the formation of AMG in 2005 after doing research and surveying the local market. He became Managing Director in 2009 and is responsible for our strategic direction and overseeing daily operations, with support from our management team. Barrington Chisholm Non-Executive Chairman Barrington "Barry" Chisholm is a retired banker, who is a Justice of the Peace of the Island and a member of the Rotary Club of Spanish Town. He was named Non-Executive Chairman of AMG in 2016. Barry is responsible for directing Board and Shareholder meetings, as well as ensuring the good corporate governance of AMG. Michelle Chin Non-Executive Director Michelle Chin is a Jamaican businesswoman who has contributed to many local ventures and philanthropic causes. She was appointed to the Board in 2016. As a Non-Executive Director of AMG, Michelle brings to the Board over 20 years managerial experience for our strategic direction and corporate governance. Paul Chin Non-Executive Director Paul Chin is a local businessman who has contributed to numerous construction projects in Jamaica. As a Non-Executive Director of AMG, Paul brings to the Board his wide business and project management experience for the purposes of our strategic direction and corporate governance. 11 A M G Annual Report 2016
Peter Chin Non-Executive Director Peter Chin holds an MBA in Finance and Investments from George Washington University and a B.Sc. (Hons) in Management Studies from the University of the West Indies. As a Non-Executive Director of AMG, Peter brings to the Board his financial services and management experience for our strategic direction and corporate governance. He is also Chairman of the Compensation Committee of AMG. Michael Fraser Non-Executive Director and Mentor Michael Fraser is a Chartered Life Underwriter (CLU), Justice of the Peace of the Island, and an active alumnus of Jamaica College. As a Non -Executive Director and Mentor of AMG, Michael is responsible for ensuring that AMG has adequate procedures, systems and controls for financial reporting, as well as compliance with Junior Market Rules and general corporate governance. Antonia Hugh Non-Executive Director Antonia Hugh is a Director of Rayton Group and is in the business over 20 years. He also serves as a Consultant of Dollars to Dollars Limited. He is an art collector and a keen golf player. 12 A M G Annual Report 2016
Corporate Governance Board Committees Audit Committee Barrington Chisholm (Chairman) Peter Chin Michael Fraser Compensation Committee Peter Chin (Chairman) Barrington Chisholm Michael Fraser Board Attendance for the 2016 Financial Year Annual General Meeting Board of Directors Meeting Audit Committee Meeting Compensation Committee Meeting # Meetings for Year 1 4 5 1 Mark Chin 1 1 3 - Paul Chin 1 4 - - Peter Chin 1 4 5 1 Barrington Chisholm 1 4 5 1 Michael Fraser 1 3 5 1 George Hugh 1 4 5 1 Antonia Hugh - 3 - - Michelle Chin - 2 1-13 A M G Annual Report 2016
A M G Annual Report 2016
Senior Management Michael Chin General Manager Michael Chin holds a BSc. Degree in Business Management from Lynn University and has over 20 years management experience. As General Manager of AMG, he is responsible for supporting George Hugh (Managing Director) in our day-to-day operations. Michael joined AMG in 2009 and his leadership was instrumental in the winning of a "Bold Ones" award from AMG's client National, the Continental Baking Company, which is given to outstanding local manufacturers. Leslie McPherson Group Accountant Leslie McPherson has more than 20 years experience in accounting and audit. He is a Certified Public Accountant (CPA) and a Fellow of the Association of Chartered Certified Accountants (ACCA) and the Institute of Chartered Accountants of Jamaica (CAJ). As the Group Accountant, he is charged with managing our Finance and Accounting functions. He has been with AMG since our inception. Christopher Hendriks Plant Manager Christopher Hendriks joined AMG in 2007 as the Production Manager. He was promoted to Plant Manager for the Toilet Paper & Hand Towel Division in 2015. He is responsible for overseeing daily operations, contacting suppliers and maintaining relationships with distributors. 15 A M G Annual Report 2016
AMG Annual Report 2016
Directors' Shareholdings Shareholdings Name Shareholding Connected Party Antonia Hugh 32,351,718 Rankinston Limited Paul Chin 24,263,792 George Hugh 24,263,792 Heiss Holdings Limited George Hugh Holdings Limited Michelle Chin 637,418 Michael Fraser 382,913 Peter Chin 332,370 Barrington Chisholm 76,583 82,308,586 Senior Managers' Shareholdings Name Shareholding Michael Chin 394,487 Leslie McPherson 38,291 432,778 17 A M G Annual Report 2016
Top 10 Shareholders at 31 August 2016 Issued Ordinary Shares 102,378,857 Shareholders Shareholdings % Rankinston Limited 32,351,718 31.600 George Hugh Holdings Limited 24,263,792 23.700 Heiss Holdings Limited 24,263,792 23.700 JCSD Trustee Services Sigma Venture Fund 2,562,657 2.503 Harold Soltau 1,361,605 1.330 Cheston Jamaica Limited 1,072,687 1.048 SJLIC For Scotiabridge Retirement Scheme 860,371 0.840 PAM Pooled Equity Fund 727,293 0.710 Colin Steele 687,465 0.671 Guardian Life Limited Guardian Equity Fund 643,896 0.629 88,795,276 86.732 No. of Shareholders at 31/08/2016 JCSD 376 Main Register 2 Total 378 18 A M G Annual Report 2016
Mark S. Chin Most people live their lives inside of a box. Few dare to be different and think outside it. The true geniuses, the visionaries, are those who create the box. They are the rare ones that change the world and make an everlasting mark.
Auditor s Report/ Financial Statements 21 A M G Annual Report 2016