Professional Documents
Culture Documents
5 Year Consolidated Revenues (J$ Millions) Jamaica International Insurance Company Limited 22
Stockholders’ Profile 29
5 Year Earnings Per Stock Unit (J$)
5.67
Report of the Group Audit Committee 30
5.50 5.10
Report of Corporate Governance & Nomination Committee 31
Financial Statements 34
-
Proxy Form 128
2006 2007 2008 2009 2010
5 YEAR FINANCIAL REVIEW
'000 '000 '000 '000 '000
2010 2009 2008 * 2007 2006
IMPORTANT RATIOS
Return on Sales 4.1% 4.5% 3.1% 7.0% 5.1%
Debt to Equity Ratio 51.6% 72.7% 79.1% 50.0% 33.5%
Return on Equity 8.9% 11.8% 8.4% 18.5% 11.4%
Profit before Taxation/Sales 5.9% 6.4% 4.6% 9.9% 7.0%
Dividend Cover - times 5.06 6.80 4.43 9.16 5.42
Shareholders Equity per Stock Unit - J$ 80.49 71.44 59.78 60.86 52.34
Earnings per Stock Unit - basic 6.83 7.82 5.10 10.55 5.67
Productivity per Employee - US$’000 14.03 15.76 10.88 23.70 16.75
Number of Employees 1,841 1,844 2,103 2,100 1,672
Closing Stock Price - JSE :J$ 51.00 40.50 43.50 71.50 63.50
Closing Stock Price - TTSE :TT$ 3.60 3.00 4.05 6.20 6.13
Closing Stock Price - BSE :BD$ - 1.00 2.00 2.03 1.80
Closing Stock Price - ECSE :EC$ - 3.75 4.10 4.10 4.25
Price-Earnings Ratio 7.47 5.18 8.53 6.78 11.19
* Restated
2
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of GraceKennedy Limited will be held at 73 Harbour Street,
Kingston, Jamaica on Thursday, 26 May 2011, at 4:00 p.m. for the following purposes:-
1. To receive the Audited Group Accounts for the year ended 31 December 2010 and the Reports of the
Directors and Auditors circulated herewith.
Resolution No. 1
“THAT the Audited Group Accounts for the year ended 31 December 2010 and the Reports of the Directors and
Auditors circulated with the Notice convening the meeting be and are hereby adopted.”
2. To declare the interim dividends paid on 27 May 2010, 28 September 2010 and 17 December 2010 as final
for the year under review.
Resolution No. 2
“THAT as recommended by the Directors, the interim dividends paid on 27 May 2010, 28 September 2010 and 17
December 2010 be and they are hereby declared as final and no further dividend be paid in respect of the year under
review.”
(1) In accordance with Article 108 of the Company’s Articles of Incorporation, Messrs. Mark Golding and
Michael Ranglin having been appointed to the Board since the last Annual General Meeting,
will retire from office and, being eligible, offer themselves for election.
“THAT Mr. Mark Golding be and is hereby elected a Director of the Company.”
“THAT Mr. Michael Ranglin be and is hereby elected a Director of the Company.”
(2) The Directors retiring from office by rotation pursuant to Article 102 of the Company’s Articles of Incorporation
are Messrs. LeRoy Bookal, Courtney Campbell and Joseph Esau. Messrs. Courtney Campbell and
Joseph Esau being eligible, offer themselves for re-election. Mr. LeRoy Bookal will not be offering himself
for re-election.
GraceKennedy Annual Report 2010
“THAT the Directors retiring by rotation and offering themselves for re-election be re-elected en bloc.”
“THAT Messrs. Courtney Campbell and Joseph Esau be and they are hereby re-elected Directors of the Company.”
3
4. To appoint Auditors and authorise the Directors to fix the remuneration of the Auditors.
Resolution No. 4
“THAT PricewaterhouseCoopers, Chartered Accountants, having agreed to continue in office as Auditors, be and are
hereby appointed Auditors of the Company pursuant to Section 154 of the Companies Act to hold office until
the next Annual General Meeting at a remuneration to be fixed by the Directors of the Company.”
Resolution No. 5
“THAT the amount shown in the Accounts of the Company for the year ended 31 December 2010 as fees of the
Directors for their services as Directors be and is hereby approved.”
6. Special Business.
As special business, to consider and (if thought fit) pass the following resolution as a Special Resolution:-
Resolution No. 6
(i) By inserting the following in Article 2 immediately after the definition of‘These Articles’:
‘Electronic - Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic,
photographic or similar capabilities including but not limited to technology utilised by facsimile machines,
scanning devices, mail sent using computers or other similar automated or photographic devices.’
(iii) By deleting the existing definition of ‘in Writing’ and substituting therefor the following:
‘In Writing - Handwritten, printed, lithographed, typewritten or in any other mode of representing or reproducing
words in visible form.’
(b) For the purpose of Article 118(a) the word “signed” shall be construed to include an Electronic Signature.’
‘146 (a) A notice to be given or a document required to be sent by the Company to any member may be sent
either:
4
(i) personally;
(ii) by sending it by post to him;
(iii) by sending it by post to his registered address or (if he has no registered address within Jamaica)
to the address if any, within Jamaica supplied by him to the Company for the giving of notice to
him; or
(iv) by sending it to him in Electronic format and/or by Electronic means, provided that the member
has consented in writing to receiving such notices and/or documents from the Company in such
format and/or by such means and, in respect of sending by Electronic means, the member has
provided to the Company an email address, a facsimile number or other instructions for that
purpose.
(b) Where a notice or document is sent by post, service of the notice or document shall be deemed to be
effected by properly addressing, prepaying, and posting the notice or document and to have been effected, in
the case of a notice of a meeting, at the expiration of twenty-four (24) hours after the letter containing the same
is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
(c) Where a notice or document is sent by Electronic means, service of the notice or document shall be deemed
to be effected by properly dispatching the notice or document in the agreed manner to the email address or
facsimile number provided by the member, and is deemed to have been received by the intended recipient at
the expiration of twenty-four (24) hours after the notice or document is so dispatched by the Company.’
‘147. A notice or document may be given by the Company to the joint holders of a share by giving the notice
or document to the joint holder first named in the register of members in respect of the share.’
‘148. Any notice or document sent by post to, or left at the registered address of, any member, or sent by
Electronic means to any member in pursuance of these Articles, shall, notwithstanding such member
be then deceased or bankrupt and whether or not the Company have notice of his decease or bankruptcy,
be deemed to have been duly served in respect of any shares, whether be held solely or jointly with
other persons by such member, until some other person be registered in his stead as the holder or joint
holder thereof. And such service shall for all purposes be deemed a sufficient service of such notice or
document on all persons interested (whether jointly with or as claiming through or under him) in any such
share.’
Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint one or more proxies to attend
and vote in his/her stead. Such proxies need not be members of the Company. Instruments appointing proxies (a specimen
of which is included at the back of the Company’s Annual Report) must be deposited with the Corporate Secretary of the
Company, at 73 Harbour Street, Kingston, Jamaica, not less than forty-eight (48) hours before the meeting.
5
CHAIRMAN’S STATEMENT
D
uring 2010, the world economy continued to
be characterised by uncertainty despite signs
of recovery while economic activity in the local
economy remained sluggish. The GraceKennedy Group
maintained focus on the needs of our customers enabling
a creditable performance, with some of our major
business segments showing improved results compared
to the prior year. There were, however, other business
segments that had disappointing results.
0
2006 2007 2008 2009 2010
GraceKennedy at a Glance
5 Year Profit Before Tax (J$ Millions) 5 Year Net Profit Attributable to Stockholders 5 Year Dividend (J$ Millions)
6000 (J$ Millions)
500
445
5000 4,802
4,000
375 378 379
3,436 375
341
4000 3,654
3,260 3,000
2,575
3000
2,525 2,479 2,250 250
2,000 1,845
1,674
2000
125
1,000
1000
0
2006 2007 2008 2009 2010 2000 2007 2008 2009 2010 2006 2007 2008 2009 2010
10
Segment Performance and from the significant reduction in produce Jamaican Red Peppers,
Developments investment income, primarily stemming the country had no need to import
The GraceKennedy Group is primarily from participation in the Jamaica Debt Pepper Mash during the year. This
structured within two Divisions, GK Exchange (JDX) programme. availability of Pepper Mash also
Foods and GK Financial Group with the resulted in significant growth in our
following five operating segments: The Retail & Trading segment continued pepper sauce business globally.
improvement from 2009, achieving pre-
• Food Trading tax profits of $103.6 million compared During the year a number of new
• Banking & Investments to losses of $82.8 million incurred products were launched and new
• Insurance in the prior year. This reflected the markets entered. In Jamaica we
• Money Services success of the turnaround programme launched a flavoured water branded
• Retail & Trading1 implemented at Hardware & Lumber “Chillin” with Watermelon, Sorrel
Limited. and Cranberry flavours. These were
The combined segments earned pre-tax launched to coincide with the staging
profits totalling $2.57 billion, a decrease Food Trading of the GraceKennedy/Inter-Secondary
of $56.9 million when compared to The GK Foods Division had a very School Sports Association (ISSA) Boys
2009. Money Services generated the challenging year and although revenues and Girls Athletic Championships and
majority of segment profits, accounting were flat when compared to the were very well received. Grace One-Pot
for 46.5% ($1.19 billion) compared previous year and profitability fell below Seasoning and the 1kg Grace Coconut
to 53.6% ($1.41 billion) in 2009. This expectations, there were some notable Milk Powder were also launched
segment was particularly negatively achievements: during the year. Internationally, Grace
impacted by the appreciation of the Nurishment, one of the top flavoured
Jamaican dollar. Banking & Investments 1. Grace owned brands grew milk products sold in the UK, was
contributed 21.2% or $545.3 million globally by 6.6% launched in the United States, Canada
compared to $104.9 million in 2009. and the Caribbean.
This primarily reflected a recovery from 2. Sales of new products reached
trading losses incurred in 2009 at First one of its highest levels at Investments were made in two of our
Global Bank. $1.8 billion factories, Grace Food Processors
Division and National Processors
The Food Trading segment contributed 3. The new Distribution Centre Division, aimed at modernising to
$487.8 million, down 32.6%, primarily at Bernard Lodge, St. Catherine, meet higher regulatory standards and
resulting from increased finance became fully operational in July improved efficiency.
expenses associated with the new 2010
Distribution Centre and declining The new Distribution Centre has already
consumer demand. The Insurance 4. The export of Pepper Mash to a brought savings and efficiency gains to
segment contributed $236.8 million number of countries for the first time. the Group while attracting new business.
compared to $471.7 million, resulting Through our efforts in contracting Consequently, our monthly demurrage
with a number of local farmers to
1
Retail & Trading refers to Hardware & Lumber Limited which is separated from the two divisions, with executive oversight belonging to the office
of the Group Chief Operating Officer at GraceKennedy Limited.
724
599 613
640 545
488 455 472 488
384 384
316
237
260 150 152 105 104
26
-120 -83
-500 -440
2006 2007 2008 2009 2010
Food Trading Retail & Trading Money Services Banking & Investment Insurance
11
5 Year Contribution to Pre-Tax Profit by Segment (%)
70% 64%
54%
53% 45% 47%
33% 34%
35% 27% 28%
23% 25%
19% 21%
18% 18% 18%
18% 10% 12% 9%
7% 7%
4% 4%
1%
0%
-3%
-18%
-24%
-35%
2006 2007 2008 2009 2010
Food Trading Retail & Trading Money Services Banking & Investment Insurance
costs were reduced by 40%, outbound International Business Reception in June 2010. Additionally,
delivery capacity increased by 29%, GraceKennedy (Ontario) Inc. was a in September Grace Food Processors
order pick rate per man hour doubled standout performer during the year as it Division won The Bureau of Standards
while the operating cost per case fell not only significantly improved its profits National Quality Award 2010, sectional
by 18%. compared to 2009, but achieved its prize in manufacturing, for excellence in
best results since inception. Our Grace business results.
Domestic Business Coconut Water also received excellent
Although our domestic business was media focus on main stream cable and Banking & Investments
affected by weakened consumer television in North America, helping the First Global Bank Limited (FGB) returned
demand, Dairy Industries (Jamaica) product to post significant growth in to profitability despite participation in
Limited performed creditably with sales. the JDX programme, which resulted
increased revenues and profits when in reduced interest income. The bank
compared to 2009. This Company Grace Foods UK Limited’s performance, strengthened its management team with
benefitted from favourable forward although falling below expectations, the appointment of Maureen Hayden-
buying of raw materials from late 2008. showed major improvements during Cater as President in August. Mrs.
Additionally the opportunities presented the year. We continue to employ cost Hayden-Cater brings to FGB several
from the buoyancy in our tourism sector mitigating initiatives while seeking years of diverse banking experience,
resulted in significant growth in this revenue growth opportunities, as we gained during her twenty-two year
segment of the food business. Our van remain confident in our strategies and tenure at Citibank NA Jamaica and
sales business also showed growth of in the expected recovery of the UK Citibank Honduras.
over 28%. In continuing to satisfy and economy.
delight our customers, our supermarket FGB’s internet banking solution, Global
chain Hi-Lo Food Stores opened its Excellence Rewarded Access, was launched in March 2010
largest store in Portmore, St. Catherine, Grace Foods International received the and has been positively received by
in December, bringing the number of prestigious awards for Best Caricom our customers. Global Access has
outlets to 16. Exporter and Champion Trader for 2009 revolutionised the customer experience
at the Jamaica Exporters Annual Awards as it not only facilitates international
5 Year Shareholders’ Equity (J$ Millions) 5 Year Return on Equity 5 Year Earnings Per Stock Unit (J$)
11.00 10.55
$26,698
27,000
$23,698 30.0%
8.25 7.82
$20,039 $19,799 6.83
20,250
$17,159 22.5%
18.5%
5.67
5.50 5.10
13,500
15.0%
11.4% 11.8%
8.4% 8.9%
2.75
6,750 7.5%
0%
-
2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 2007 2010
2006 2008 2009
12
5 Year Capital Investments Including Software (J$ Millions) 5 Year Market Capitalisation (J$ Millions)
45000 200
3,000 2,878
33750 160
2,250
wire transfers by customers from the Insurance located inside Rapid True Value in
comfort of their homes but also allows Though the Insurance segment was Ocho Rios. The Company also forged
customers to transfer funds from their affected by reduced investment a strategic alliance with the Jamaica
FGB account to any other commercial income (resulting from the JDX), both Used Car Dealers Association (JUCTDA)
bank in Jamaica. Allied Insurance Brokers Limited (AIB) which is expected to enhance our motor
and Jamaica International Insurance insurance product.
First Global Financial Services (FGFS) Company Limited (JIIC) exceeded prior
also performed well as profits increased year revenues. AIB was successful Additionally, JIIC successfully maintained
significantly when compared to the prior in retaining existing and acquiring its A.M. Best B++ rating based on
year, with improvements across several new clients, as well as procuring financial strength and a stable outlook.
business lines. There was significant various tenders during the year. A
growth in managed asset portfolios Risk Management Unit was also Money Services
during the year which is in line with the established during the year to provide Despite the continued global uncertainty,
Company’s new focus on investment improved insurance product solutions GraceKennedy Money Services (GKMS)
advisory services. FGFS was named to customers. In addition, AIB was the performed creditably during the year.
first runner-up in the category ‘Website recipient of the Jamaica Chamber of The network of cambio, remittance and
Stockbrokerage’ at the Jamaica Stock Commerce Best of Chamber Award for bill payment agents was expanded as
Exchange Best Practice Awards in medium sized companies. we continue to meet the needs of our
December. customers. Customer experience was
JIIC continued to meet customer also enhanced with the provision of
Both FGB and FGFS implemented needs with the introduction of on-the- short message service (SMS) notification
several initiatives aimed at improving spot insurance premium financing in to remittance senders indicating the
customer experience at all touch points. February while the offering of short-term collection of funds.
During the year, software developer (three and six month) motor vehicle
Oracle Financial Services Software Inc. insurance commenced in June. A GKMS completed negotiations for the
was contracted to implement a new Customer Support Unit was established takeover of bill collections within Jamaica
banking and investment management during the year which has already Public Service Company Limited (JPS)
system, Flexcube, for FGB and FGFS, significantly improved service to our locations effective January 4, 2011 while
which is expected to significantly customers. Though JIIC currently has other billers including the Churches Co-
enhance business growth and meet an industry leading claims process it has operative Credit Union Limited were
requirements for fast and efficient embarked on an improvement project added during the year. The FX Trader
GraceKennedy Annual Report 2010
servicing of clients. that will significantly improve customer loyalty card programme was also
experience. launched in 2010 while we re-launched
our ‘Direct to Bank’ remittance service,
JIIC expanded its network with the as we continue to satisfy the needs of
opening of its sixth branch in September, our customers.
A Gift for Chris Bovell - Professor the
Hon. Gordon Shirley, OJ presents a gift to
retiring Director Mr. Christopher Bovell, CD
(right) at a reception held on September
30, 2010. The reception was in honour of
Mr. Bovell who formally retired from the
Board of Directors on October 7, 2010.
Signature, please
- Mr. Delano Franklyn (right), Presenter
of the GK Foundation Public Lecture They Did It - Participants happily
2010, prepares to autograph a cross the finishing line at the
printed copy of his presentation GraceKennedy Education 5K Run
for Mrs. Sarah Newland Martin, 2010 held in Downtown Kingston.
General Secretary of the Kingston
Young Men’s Christian Association
(YMCA). Looking on is Chairman
& CEO Hon. Douglas Orane, CD.
attributable to shareholders, up from a Balanced Scorecard (BSC), is to have of communication and engagement,
minimum of 10%. The decision was and develop visionary, entrepreneurial particularly as diversity awareness and
also taken to increase the frequency of and decisive leaders at all levels, who management become more prevalent
dividend payments from two to three practice and promote accountability and in making the connection with our
times per year. people empowerment. existing workforce. The composition of
our nationalities has widened in recent
The total dividend payout for 2010 was Supporting activities included strategic years, due to mergers and acquisitions
$445.0 million, compared to $378.8 workforce planning, particularly in and the majority of our people fall within
million for 2009, and represents 19.8% the recruitment of talent in Banking, the “X” and “Y” Generations.
of net profit attributable to shareholders. Investments and the international
arm of the GK Foods Division. In Specific areas of the Group embarked
Developing and Engaging addition, we positioned our next on culture transformation programmes,
Our People wave of leaders for the generational where emphasis was placed on
baton change, through our Executive innovation, execution and consumer
Succession Planning process. With centricity. The programmes seek
Attracting, developing and retaining the
GraceKennedy Annual Report 2010
16
Factors that increase insurance risk Liquidity Risk by ensuring that the net exposure in
include lack of risk diversification in Liquidity risk is the risk that the Group is foreign assets and liabilities is kept to an
terms of type and amount of risk and unable to meet its payment obligations acceptable level by monitoring currency
geographical location. associated with its financial liabilities positions. The GraceKennedy Group
when they fall due and to replace further manages this risk by maximising
Management maintains an appropriate funds when they are withdrawn. The foreign currency earnings and holding
balance between commercial, personal consequence may be the failure to meet foreign currency balances.
policies and type of policies based obligations to repay depositors and fulfil
on guidelines set by the Board of commitments to lend. The Group has certain investments in
Directors. Insurance risk arising from foreign operations, whose net assets are
the Company’s insurance contracts is, Monitoring and reporting take the exposed to foreign currency translation
however, concentrated within Jamaica. form of cash flow measurement and risk. Currency exposure arising from
Within the solvency requirements of projections for the next day, week and the net assets of foreign operations is
the insurance regulators an appropriate month, respectively, as these are key managed primarily through borrowings
reinsurance programme has been periods for liquidity management. The denominated in the relevant foreign
established to reduce exposures in all maturities of assets and liabilities and currencies.
classes of business thereby reducing the ability to replace, at an acceptable
capital exposure to an acceptable level, cost, interest-bearing liabilities as Interest Rate Risk
using very highly rated international they mature, are important factors in Interest rate risk is the risk that the
reinsurers. assessing the liquidity of the Company value or future cash flows of a financial
and its exposure to changes in interest instrument will fluctuate because of
Credit Risk rates and exchange rates. changes in market interest rates.
The Group takes on exposure to credit Floating rate instruments expose the
risk, which is the risk that its customers, Market Risk Group to cash flow interest risk, whereas
clients or counterparties will cause Market risk is the risk that the fair fixed rate instruments expose the Group
a financial loss for the Company by value or future cash flows of a financial to fair value interest risk.
failing to discharge their contractual instrument will fluctuate because of
obligations. Management therefore changes in market prices. Market risks The GraceKennedy Group manages
carefully manages its exposure to credit mainly arise from changes in foreign interest rate risk by maintaining an
risk which is the most important risk currency exchange rates and interest appropriate mix of fixed and variable
for GraceKennedy’s business. Credit rates. Market risk is monitored by the rate instruments and also manages the
exposures arise principally from the research and treasury departments maturities of interest bearing financial
Company’s receivables from customers, which carry out extensive research and assets and liabilities. The respective
agents, the amounts due from reinsurers, monitor the price movement of financial boards within the Group set limits on
amounts due from insurance contract assets on the local and international the level of mismatch of interest rate
holders and insurance brokers, lending markets. Market risk exposures are repricing that may be undertaken.
and investment activities. There is also measured using sensitivity analysis.
credit risk in off-statement of financial Implementation of Risk
position financial instruments, such Currency Risk Management Recommendations
as loan commitments. The Company Currency risk is the risk that the fair During the latter part of 2009
structures the levels of credit risk it value or future cash flows of a financial GraceKennedy retained the services
undertakes by placing limits on the instrument will fluctuate because of of an international advisory firm to
amount of risk accepted in relation to a changes in foreign exchange rates. carry out a review of internal controls,
single counterparty or groups of related The Group operates internationally and risk management and governance
counterparties and to geographical and is exposed to foreign exchange risk processes in five of our subsidiaries.
industry segments. arising from various currency exposures, The firm’s assessment was completed in
primarily with respect to the US dollar, June 2010 and various tests of internal
Credit-related commitment risks arise the Canadian dollar and the UK pound. controls, risk mitigating and process
GraceKennedy Annual Report 2010
17
Douglas Orane, Chairman and CEO, celebrates with the Wolmer’s Boys’ School, male
champions of the 2010 ISSA/GraceKennedy Boys’ and Girls’ Championships.
Corporate Social new Chairs at the University of the West Additionally, 25 of our students were
Indies. Professor Dale Webber took admitted to various tertiary institutions.
Responsibility & Sports over the reins from Professor Elizabeth
Development Thomas–Hope as the James S. Moss- The photography club at one of our
Solomon Senior Chair in Environmental homework centres, the Learning
“All companies have obligations Management while Professor Ian Boxill Institute for Central Kingston (LICK) was
to the society and environment in was selected as the Carlton Alexander featured in the Summer 2010 edition of
which they operate that go beyond Chair in Management Studies. the Jamaican publication Health Home
simply following the law.” and Garden Magazine. The magazine
Director Peter Moss-Solomon who has also featured photographs taken by
Don Wehby, Group Chief Operating Officer, guided the growth and development students of scenes at the Coronation
GraceKennedy Limited – Financial Gleaner of the Foundation over the past three Market located in downtown Kingston.
Friday, February 25, 2011. decades retired at the end of 2010.
It marked the end of an era for the In supporting the community
GraceKennedy Foundation GraceKennedy Foundation, as Mr. development and social intervention
The 21st lecture of the GraceKennedy Moss-Solomon was instrumental in its programmes of the Foundation, the
Foundation entitled “Sport in Jamaica: A establishment. We are grateful for his second annual GraceKennedy Education
Local and International Perspective” was years of service and dedication. 5K Run/Walk was staged on Sunday,
presented in association with the Inter- July 4, 2010 on the downtown Kingston
Secondary Schools Sports Association Grace & Staff Community waterfront. The event was a tremendous
(ISSA) to mark the 100th anniversary Development Foundation success, raising approximately $2.6
of the Boys’ Athletics Competition. Homework centres in Barbican, Majesty million, with over 1,500 registered
Mr. Delano Franklyn, former Minister Gardens and Parade Gardens now cater participants representing over 50 teams
of State in the Ministry of Foreign to over 260 high school students. The as well as individuals from the private
Affairs and Foreign Trade, delivered a GraceKennedy Foundation sponsored and public sectors, clubs and other
thought provoking lecture where he University of Technology scholarship groups.
not only highlighted Jamaica’s sporting was awarded to one of our students
achievements but examined the effects while another student received a Helping Our Neighbours in Haiti
of sports on the society and the potential summer scholarship to the Academically The GraceKennedy family like the rest
benefits. Interested Minorities (AIM) Programme of the world watched in disbelief the
at Kettering University. Students devastating effects of the earthquake
The Foundation provided over $3.7 continued to excel in Caribbean in Haiti on Tuesday, January 12, 2010.
million in grants to several worthy Secondary Education Certificate (CSEC) The Group in conjunction with members
organisations. An additional $10.3 examinations and Caribbean Advanced of staff and retirees, rallied to the call to
million was paid for scholarships and Proficiency Examinations (CAPE), assist with the Haiti Earthquake Relief
bursaries to over 70 students. The with the majority of CSEC students effort and presented a cheque for over
year also saw the appointment of two attaining between five and ten subjects. $2.7 million to the Salvation Army. Prior
18
to this donation the Company donated impact of the global economic crisis companies in the Group will therefore
6,000 cases of food products for the and sluggish domestic economy. increase their focus on improving
benefit of needy Haitians. Looking ahead, while encouraged by operational efficiency while enhancing
the increasing number of signs that the customer service through the use of
Sports Development global economic crisis is easing, we will robust customer-friendly technology.
At the launch of the 2010 staging of the continue to carefully assess its impact Lower interest rates are conversely
Boys and Girls Athletic Championships on our operations worldwide. likely to benefit companies in the Food
in December 2009, GraceKennedy and Retailing segments, which are net
Limited demonstrated its commitment Going forward, we will continue to borrowers.
to sports and youth development with focus on new products and services,
the extension of its sponsorship for an innovation, operational efficiencies, The more stable exchange rate
additional three years, valued at risk management and our operational environment in Jamaica is contributing
$75 million. GraceKennedy and the Inter- structure, to ensure we are well equipped to a more positive business outlook.
Secondary School Sports Association to handle the challenges. We are however concerned about the
(ISSA) again worked together to effect of recent upward movements
ensure the successful staging of the Business units across both divisions are in commodity prices, in particular raw
2010 GraceKennedy/ISSA Boys and preparing to launch new products and materials, food and oil, on our Food and
Girls Athletic Championships in April. services to better meet the needs of Retailing businesses. We continue to
Some 2,000 athletes from 222 schools consumers, in keeping with the Group’s employ forward buying strategies where
participated in the event which captured firm focus on customer centricity. appropriate to help mitigate these risks.
the attention of the country and the
world. We congratulate the Wolmer’s This focus will require more intimate Operations at the new distribution centre
Boys’ School and Holmwood Technical knowledge of our customers and have started to achieve the anticipated
High School on being male and female consumers, in each of the markets benefits, and we continue to target
champions, respectively. in which we participate as we strive maximum efficiency. GraceKennedy will
to become a global consumer group. continue to identify additional revenue
The Company continued to support GraceKennedy is therefore increasing opportunities made possible by this
various local sporting activities, teams its market research efforts, and will be investment.
and organisations during the year ensuring that the knowledge gained
including the ISSA Grace Shield and is reflected in the value proposition we The Group’s risk management and
Grace Headley Cup cricket competitions, offer wherever we do business. Due internal controls have been strengthened
the Reggae Boyz, the Jamaica Netball to the severity and length of the global considerably by the process undertaken
Association ‘B’ League, the Porus Under recession, particularly in the Caribbean since 2009. Improvement will be ongoing
15 Football Competition, the Portland and UK markets, there is increasing in this area, as the importance of strong
Football League and the Clarendon development of product offerings that controls is instilled in all employees.
Football League. enhances the ability of our consumers
to meet their needs in more affordable During 2010, the structure of various
Outlook: 2011 and ways. key functional areas was studied with
a view to highlighting possible changes
Beyond Attractive opportunities will be created by that would result in greater efficiency
the adoption of emerging technologies. and effectiveness. Several of these
Certain statements contained in the
GraceKennedy, in keeping with its changes have been made, with others
Management Discussion & Analysis of
entrepreneurial culture, is investing to follow during 2011. The result will be
financial condition and results of operations
significant resources in pursuing an organisational design well suited for
are forward-looking statements that involve
innovation and being at the leading edge the execution of our long-term strategy.
risks and uncertainties. The forward-looking
of new technology.
statements are not historical facts, but
rather are based on current expectations,
The Jamaica Debt Exchange (JDX)
GraceKennedy Annual Report 2010
19
GRACEKENNEDY DISTRIBUTION CENTRE
The GraceKennedy Distribution Centre Incentive programmes are in place to encourage employees
to continuously perform well. There are rewards for efficiency
is on its way to becoming the epitome and reliability as well as cleanliness of aisles, the latter being a
of sustainability, exhibiting minimal spills, group centred approach for employees who maintain the high
a clean environment and dedicated level of order needed to ensure that the facility meets its high
sanitation standards.
employees who keep the facility at
optimum performance while never Mack was upbeat about the success of the programme at the
compromising on its commitment to Distribution Centre, and spoke with pride about the improved
customers. customer service, reduced cost of handling products and
reduced turnaround time for handling containers. “It works. In
The Distribution Centre warehouses and distributes products a warehouse, things get broken and spilled regularly, but our
for the GraceKennedy Food Division, and has potential for employees clean the aisles regularly. You would be surprised
enabling business expansion. “We have dedicated personnel to see how clean and neat it is.”
in house to monitor the performance of the facility. Additionally,
we have set key performance indicators for contractors who The Senior General Manager said he is aiming for continuous
manage the facility and we monitor them to ensure they improvement to ensure that the cutting edge facility will
are performing up to par,” said Ryan Mack, Senior General maintain growth, development and increased customer
Manager, Domestic Business. He revealed that the Centre satisfaction. Additionally, Mack hopes to maximize the
has been examined by the Public Health Department and the warehousing capacity of the Distribution Centre and realise
Food Storage and Prevention of Infestation Division, and has projected return on investments.
received positive reviews from both agencies.
GRACEKENNEDY (BELIZE) LTD.
Nutritious and affordable, the Grace Grace One Pot Seasoning comes in three flavours, All
Purpose, Curried Chicken and Cock, and adds the
One Pot Seasoning offers an exciting complementary finishing touch to rice, vegetables, pasta
burst of flavour with versatility to spice and ground-produce based dishes. In explaining the
up any meal, even as it adds protein to driving force behind the power packed product, Wehby
said consumer insights from research conducted by
your diet. Grace and Staff Community Development Foundation
indicated that many people were cutting back on their
“It is very economical, priced under $50.00 and when protein intake during the recession.
added to a dish, it is so much more than a seasoning
- it adds nutrition in the form of herbs, spices and tasty In response, the Grace Research and Development
protein chunks which contribute 10 percent of the daily team sought to find an economical yet delicious solution
requirement of protein to your meals, and it makes a to this problem, and the Grace One Pot Seasoning was
complete tasty dish in minutes,” said Hilary Wehby, the amazing result.
Senior New Product Development Manager at GK
Foods. The efforts have paid off as seen in consumer feedback.
“We are very encouraged by the product performance,
Introduced last October, the Grace One Pot Seasoning once consumers try the product the feedback is always
has been hailed by The Jamaica Manufacturers’ very enthusiastic,” revealed Wehby. “They are often
Association Limited (JMA) and the National Consumers amazed at how easy it is to use and how delicious it
League as a “welcome innovation.” JMA President, tastes. Not to mention, they love the protein chunks.”
Omar Azan, declared that the new product has
reinforced the responsiveness of GK Foods to the needs
23
THE BOARD OF DIRECTORS
At March 1, 2011
3
1 Douglas R. Orane, CD, JP
Chairman & CEO of 4
GraceKennedy Limited.
Executive Chairman
designate (July 1, 2011).
2 LeRoy E. Bookal 5
Retired Auditor General of the
World Bank and Retired General
Auditor of Texaco Inc.; a Certified
Internal Auditor and a Certified
6
Management Accountant 4 G. Raymond Chang
resident in the U.S.A. Chairman of Director on the Board of Directors
GraceKennedy’s Audit Committee of CI Financial Corporation,
and a member of the Corporate Canada and a resident of Canada.
Governance & Nomination Chairman of GraceKennedy’s 6 Mark J. Golding
Committee. Compensation Sub-Committee and Attorney-at-law and Partner in
a member of its Audit Committee the law firm Hart Muirhead Fatta.
and Corporate Governance & Member of the Corporate
3 Courtney O. St. A. Campbell
Nomination Committee. Governance & Nomination
CEO of GraceKennedy Financial
Committee and Audit Committee.
Group Limited and CEO of
First Global Holdings Limited. 5 Joseph P. Esau
Financial Consultant on new project
financing and mergers and
acquisitions, and a resident of
Trinidad & Tobago. A member of
GraceKennedy’s Corporate
Governance & Nomination
Committee.
24
THE BOARD OF DIRECTORS
At March 1, 2011
7
8
10
11
7 M. Audrey Hinchcliffe, CD 12
Chair and CEO of Manpower 13
and Maintenance Services
Limited. A member of 9 Fay E. G. McIntosh 12 Gordon V. Shirley, OJ
GraceKennedy’s Corporate Chief Financial Officer, Pro Vice Chancellor and
Governance & Nomination GraceKennedy Limited. Principal of the University
Committee and Compensation of the West Indies, Mona
Sub-Committee. Campus. Chairman of
10 Michael K. A. Ranglin
CEO GK Foods. GraceKennedy’s Corporate
8 John J. Issa, OJ, CD, JP Governance & Nomination
Executive Chairman of Committee and a member of the
Superclubs International Ltd. 11 Gordon K. G. Sharp, JP
Audit Committee.
A member of GraceKennedy’s Chairman of Trout Hall Limited.
GraceKennedy Annual Report 2010
25
DIRECTORS AND CORPORATE DATA
At March 1, 2011
SENIOR MANAGEMENT
Cassida A. Jones
Group Chief Human Resources Officer
Andrew Messado
Group Comptroller
26
Dairy Industries (Jamaica) Limited GraceKennedy (Belize) Limited Chadha Oriental Foods Limited
Andrew Ho Alberto Young John Brennan
General Manager General Manager Managing Director
GK Foods & Services Limited GraceKennedy (Ontario) Inc. Enco Products Limited
Ryan Mack Lucky Lankage Andy Coult
Managing Director President General Manager
GK FINANCIAL GROUP
FG Funds Management (Cayman) Limited GraceKennedy Remittance Services Limited Trident Insurance Company
Robert A. Drummond Joan-Marie Powell Limited
Chief Executive Officer Managing Director H. C. Algernon Leacock
Managing Director
Michelle Allen
Vice President, Operations
27
ORGANISATIONAL CHART
BOARD OF DIRECTORS
COO
GK Foods (U.K.) Limited GraceKennedy Financial Group Limited Allied Insurance Brokers Limited
WT (Holdings) Limited GraceKennedy Money Services Caribbean SRL Jamaica International Insurance Company Limited
Grace Foods UK Limited GraceKennedy Money Services First Global Holdings Limited
(St. Kitts & Nevis) Limited
Enco Products Limited First Global Bank Limited
GraceKennedy Money Services (Montserrat) Limited
Funnybones Food Service Limited First Global Financial Services Limited
GraceKennedy Money Services
Chadha Oriental Foods Limited (St. Vincent & The Grenadines) Limited First Global Trinidad & Tobago Limited
WTF Services Limited GraceKennedy Money Services (Anguilla) Limited First Global Insurance Brokers Limited
Grace Foods Limited GraceKennedy Money Services (Antigua & Barbuda) Limited First Global Leasing Limited
Grace Foods (USA) Inc. GraceKennedy Payment Services Limited FG Funds Management (Cayman) Limited
GK Foods & Services Limited GraceKennedy (St. Lucia) Limited Graken Holdings Limited
GraceKennedy (Belize) Limited GraceKennedy Remittance Services Limited Knutsford Re
GraceKennedy (Ontario) Inc. GraceKennedy Remittance Services (Guyana) Limited Signia Financial Group Inc.
Dairy Industries (Jamaica) Limited GraceKennedy (Trinidad & Tobago) Limited Trident Insurance Company Limited
Grace Foods & Services Company Grace Kennedy Currency Trading Services Limited EC Global Insurance Company Limited
GraceKennedy Trade Finance Limited
Directors’ and Senior Officers’ Interests Foundations Boards of Directors
31.12.2010
GraceKennedy Foundation
The interests of the Directors and Senior Officers, holding office at the end
of the fourth quarter were as follows: Prof. Elsa Leo-Rhynie Cathrine Kennedy
CHAIRMAN
Ordinary Stock Units of no par value James Moss-Solomon Prof. Elizabeth Thomas-Hope
Douglas R. Orane* 6,063,202 Michele E. Orane
Philip Alexander
John J. Issa** 4,000,057 Fay G. McIntosh
Donald G. Wehby* 2,502,916 Sandra A. Glasgow Ryan Mack
Erwin M. Burton 772,036 Dave C. Myrie Caroline Mahfood
Gordon K. G. Sharp* 771,032 Radley D. Reid EXECUTIVE DIRECTOR
29
DIRECTORS’ REPORT REPORT OF THE GROUP AUDIT COMMITTEE
For the Year ended 31 December 2010
1. The Directors are pleased to present their report for the year The Audit Committee assists the Board in fulfilling its
ended 31 December 2010. responsibility to oversee Management’s implementation of
GraceKennedy’s financial reporting and risk management
Consolidated Group Profit Before Tax was $3,259,648,000. processes.
Consolidated Group Net Profit After Tax Attributable to Management has the primary responsibility for the timely
Stockholders of GraceKennedy Limited was $2,250,176,000. preparation and accuracy of the financial statements and the
reporting process including the systems of internal control.
The Group Audit Committee in conducting its oversight
2. The Directors recommend that the interim dividends paid on role has reviewed and discussed the quarterly unaudited
27 May 2010, 28 September 2010 and 17 December 2010 results and the annual audited financial statements with the
be declared as final for the year under review. company’s management and the external auditors.
3. The Directors as at 31 December 2010 were as follows:- The Committee has also discussed with the company’s
management, the internal auditors and the independent
LeRoy Bookal, Erwin Burton, Courtney Campbell, G. Raymond external auditors, the adequacy of the internal accounting
Chang, Joseph Esau, Mark Golding, M. Audrey Hinchcliffe, controls and has received the assurance of the external
John Issa, Fay McIntosh, Douglas Orane, Gordon Sharp, auditors that the processes have produced statements
Gordon Shirley, Joseph Taffe and Donald Wehby. giving a true and fair view of the affairs of the company.
Messrs. Erwin Burton and Joseph Taffe resigned from the In keeping with its mandate, the Committee received regular
Board effective February 28, 2011 and Mr. Michael Ranglin updates from the Chief Internal Auditor regarding compliance
was appointed to the Board effective March 1, 2011. issues that have a material impact on the company’s
financial statements or compliance policies. During the
year, the Committee reviewed reports covering financial,
4. In accordance with Article 108 of the Company’s Articles, operational and compliance audits. Recommendations
Messrs. Mark Golding and Michael Ranglin, who were for improvements and/or adjustments were made to
appointed directors since the last Annual General Meeting, management and the Board, all of which were accepted,
will retire from office and, being eligible, offer themselves for and were either implemented or are in the process of being
election. implemented.
In accordance with Article 102 of the Company’s Articles of The scope of work of the external auditors was also reviewed
Incorporation, Messrs. LeRoy Bookal, Courtney Campbell and based on this review and discussions with them,
and Joseph Esau will retire by rotation. Messrs. Courtney together with the Committee’s reviews of the internal audit
Campbell and Joseph Esau being eligible offer themselves reports, the Committee has recommended to the Board of
Directors that the audited financial statements be approved
for re-election. Mr. LeRoy Bookal will not be offering himself for presentation to the shareholders of the company.
for re-election. We thank Mr. Bookal for his years of dedicated
service on the Board. The Committee operates under a terms of reference and
met nine times in 2010.
5. Messrs. PricewaterhouseCoopers, the present Auditors, will
continue in office pursuant to Section 154 of the Companies
Act, 2004. The Audit Committee
LeRoy Bookal (Chair)
6. The Directors wish to express their appreciation to the G. Raymond Chang
management and staff for the work done during the year. Mark Golding
Gordon Sharp
Gordon Shirley
Douglas R. Orane
Chairman
30
REPORT OF CORPORATE GOVERNANCE & NOMINATION COMMITTEE
The Corporate Governance & Nomination Committee comprises all the Non-Executive Directors. There were a number of Board
changes during the year. Mr. Christopher Bovell, former Chairman of the Committee, retired from the Board on October 7, 2010
having reached the age limit specified by the Company’s Articles. Professor Gordon Shirley was appointed as Chairman of the
Committee in place of Mr. Bovell. Mr. Mark Golding was appointed to the Board on July 29, 2010. As at December 31, 2010 the
Committee therefore comprised the following Directors: Professor Gordon Shirley (Chairman), Mrs. M. Audrey Hinchcliffe,
Messrs. LeRoy E. Bookal, G. Raymond Chang, Joseph P. Esau, M. J. Golding, Gordon K.G. Sharp and the Hon. John J. Issa.
At the end of the year, GraceKennedy Limited’s Board consisted of eight (8) non-Executive Directors and six (6) Executive
Directors.
This Committee is responsible for assisting the Board of Directors in its deliberations on matters relating to:
During the year, the Committee held 6 meetings and carried out the following major activities to promote and practice good
corporate governance:
• The Committee undertook an evaluation of the Board and the strengths and skills set of its existing membership. A
comprehensive process was developed to guide the recruitment of non-executive directors for the Group in the future
inclusive of the development of a job description and process for identifying and selecting candidates.
• The Committee reviewed and recommended to the Board a formal process for the nomination and recommendation for
appointment of members of the Boards of subsidiaries in the Group.
• A review of the GK Group compensation schemes was undertaken through the Compensation Sub-Committee and work in
this regard is ongoing. The members of the Compensation Sub-Committee are Mr. G. Raymond Chang (Chair), Mrs. M. Audrey
Hinchcliffe, Mr. John Issa and Mr. Gordon Sharp.
• A full evaluation was undertaken of the Corporate Governance practices for GraceKennedy and a number of subsidiaries and
reports with recommendations made to the respective Boards.
• To strengthen the Governance process and the understanding of issues facing the divisions, it was decided that, in addition to
the strong non-executive element already in place for each of these boards, each non-executive member of the GraceKennedy
Board should sit on one of the divisional holding company Boards, GK Foods & Services Limited or GraceKennedy Financial
Group Limited. Recommendations for these appointments were made and implemented by these Boards.
• The succession plans for senior executives within the Group were reviewed.
• A review was undertaken of the Delegation of Authority policy and recommendations for improvements were adopted by the
Board.
The members of the Board participated actively in meetings of the Board with over 90% attendance at all Board and Committee
meetings.
The position of Chairman and CEO continues to be held by Mr. Douglas Orane. The Board is of the opinion that this is in the best
interest of the Company at this time. Professor Gordon Shirley was appointed lead Non-Executive Director in place of retired
GraceKennedy Annual Report 2010
Director, Mr. Christopher D.R. Bovell who formerly held this position. This appointment of a lead Director is recommended as
good corporate governance practice where the positions of Chairman and CEO are held by one person. It should be noted
however that towards the end of 2010, a decision was taken to separate the roles of Chairman and CEO and as of July 1, 2011
Mr. Orane will hold the position of Executive Chairman and Mr. Donald Wehby will hold the position of Chief Executive Officer.
Non-Executive Directors do not have service contracts and under the Articles of Incorporation of the Company, retire by rotation
(approximately every three years) and are eligible for re-election.
Gordon Shirley
Chairman
Corporate Governance & Nomination Committee
31
Financial Statements
31 December 2010
Product Development
CONSUMER CONNECTIONS
CONSUMER CENTRICITY
GraceKennedy Annual Report 2010
33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
34
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
35
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
36
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010
37
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
38
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
39
COMPANY INCOME STATEMENT
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
40
COMPANY STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
41
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
42
COMPANY STATEMENT OF CASH FLOWS
Year ended 31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
43
NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
44
NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
45
NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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31 December 2010
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NOTES TO THE FINANCIAL STATEMENTS
31 December 2010
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PROXY FORM.pdf 1 4/18/11 12:32 PM
FORM OF PROXY
CONSOLIDATED BALANCE SHEET
31 December 2010
(expressed in Jamaican dollars unless otherwise indicated)
GraceKennedy Limited
I/We__________________________________________________________________________________
of ___________________________________________________________________________________
being a member/members of GraceKennedy Limited hereby appoint
____________________________________________of________________________________________
FOR AGAINST
RESOLUTION 1
RESOLUTION 2
RESOLUTION 3 (a)
C
(b)
M
(c)
Y
(d)
CM
RESOLUTION 4
RESOLUTION 5
MY
CY
RESOLUTION 6
CMY
K
Unless otherwise instructed, the proxy will vote as he/she thinks fit.
________________________________
Signature
________________________________
Signature
________________________________
Signature
In the case of a Body corporate, this form should be executed under Seal in accordance with the Company’s Articles of Incorporation.
NOTE: To be valid this proxy must be deposited with the Corporate Secretary of the Company at 73 HARBOUR STREET, KINGSTON, JAMAICA
not less than 48 hours before the time appointed for holding the meeting. A Proxy need not be a member of the Company.
NOTES
128