Our Identity The Neal & Massy Group is a conglomerate operating in the majority of the English speaking countries of the Caribbean. We have been in business for over 85 years. We operate across a wide spectrum of industries, offer a range of quality products and services and represent several international brands. We have a long established reputation for integrity and fair play in our business dealings. Our Vision We shall be a flexible, decisive and opportunistic world-class organization, operating globally, listed on a major stock exchange with a well recognised brand image. We shall achieve excellent profitability as an innovative, customer focused, entrepreneurial Company with empowered CEO’s whose mission will be to provide significant sustainable growth. Operating in larger industries in the right economies, we shall be early into businesses of the future where we will be among the top in the industries and territories in which we operate. As a learning and challenging organisation, rewarding excellence, we shall be the partner of choice for all our major stakeholders. We shall be a good corporate citizen, responsibly linked to the communities in which we operate. 1 Our Shareholders Our Employees Will receive a total return incorporating capital We shall provide organisational leadership which appreciation by includes a clear and properly communicated Vision consistent and continuous growth over and above for the Group, pride in working for an organization market leaders. that is successful, growing and confident in its market We shall satisfy both strategic investors and portfolio position. investors with fundamental and consistent growth, We shall provide fair play, empathy, integrity recognising that growth drives the Price/Earnings and teamwork. A comfortable and functionally safe multiples, through participation and representation, environment in which to operate, an organisation by succession planning, by quality of management, structure that is flat, flexible and responsive, through our corporate image and reputation, and by with clear lines of responsibility that facilitate the frequent and consistent communications. empowerment of staff and effective communication. and dividend income, driven We shall have adequate performance related systems for recognition, career advancement Our Customers opportunities and career guidance facilitated through We shall demonstrate quality in product, service and training, skills development and coaching. communication. We shall provide a career based on challenging We shall provide convenient locations, quality goods work with a level of security, strong management and services, competitive prices, on-going “after” supported sales and service care. We shall provide value added adequate compensation that is industry-competitive through sound and up-to-date product and technical and results-based. through detailed planning, with an knowledge, innovative advertising campaigns and promotional support. 2 We shall provide customer care through relationship Our Suppliers management, innovative partnering and involvement We shall provide a sustainable long-term corporate in key business processes to ensure desired results presence, are achieved. discipline, market leadership that includes strong We shall undertake relationship strengthening share position and growth potential and a capacity through reciprocity, constantly improving goods and for strong representation in the marketplace. services to take account of trends and changes in the We shall provide clear requirement provisions and industry. value-adding contributions, a cultural alignment We shall provide thought leadership and consistent through shared values of integrity, loyalty, quality accessibilty to key employees, thereby maintaining and safety standards, a commitment through shared a mutually beneficial and profitable relationship with vision, and open and timely communications through our customers. properly established channels. financial security and organisational 3 CANADA UK Automotive & Industrial Equipment MIAMI BAHAMAS Energy & Industrial Gases FOOD RetailING Food/CONSUMER Distribution & Logistics Tourism/Hospitality Financial, PROPERTY & OTHER INFORMATION TECHNOLOGY & COMMUNICATIONS / Other SERVICES JAMAICA ANTIGUA ST LUCIA BARBADOS TRINIDAD & TOBAGO GUYANA 4 5 6 7 CONTENTS REPORTS A Tribute to Bernard Dulal-Whiteway 11 Corporate Information 13 Corporate Social Responsibility: 14 Report on The Neal & Massy Foundation Corporate Social Responsibility: 18 We Are Here Chairman’s Report 28 Chief Executive Officer’s Report 32 Directors’ Report 52 Board of Directors 54 Notice of Meeting 62 Management Proxy Circular 64 FINANCIALS Independent Auditor’s Report 1 Consolidated Balance Sheet 2 Consolidated Income Statement 4 Consolidated Statement of Changes in Equity 5 Consolidated Cash Flow Statement 6 Notes to the Consolidated Financial Statements 8 8 9 A TRIBUTE TO BERNARD DULAL-WHITEWAY, C.A., F.C.C.A 1946 - 2009 10 Bernard Dulal-Whiteway was born on October 22, Throughout his career, he strongly believed in 1946. He attained his primary school education at building the human capital of the organization, and Mon Repos R.C. School and attended Presentation the community at large. He consistently preached College, San Fernando, from 1956 – 1964. and demonstrated the philosophy that ‘by working He then joined Texaco Inc. as a Trainee Accountant with people, as a Team, with clear goals and and was awarded a Texaco Scholarship in 1966 objectives, we can produce outstanding results.’ to study Accountancy in the United Kingdom. He Guided by this philosophy, he worked tirelessly completed the examinations of the Association to build the leadership team of the Neal & Massy of Chartered Certified Accountants in 1970 and Group. His work in all spheres reflected the value returned to Trinidad in 1971 where he was employed he put on people and on building and sustaining with Texaco until August 1972. relationships. In September 1972 he joined Neal & Massy He also re-energized Neal & Massy’s community Holdings as an Accountant, and after holding many contribution by increasing the funding of the Neal & senior positions in the Group was appointed Group Massy Foundation. The Foundation is a charitable C.E.O. in September 2000. organization funded by the Neal & Massy Group, in The majority of his professional career at Neal & Massy was spent in existence for the past three decades. the Automotive Business Unit. He rose to be the his appointment as Group CEO, Mr. Dulal-Whiteway CEO of Neal & Massy Industries Limited where he sought to ensure that Group subsidiaries contribute led the $15million project to build the state-of- 1% of their pre-tax profits to the Foundation. the-art Automotive Assembly plant in Santa Rosa, Mr. Dulal-Whiteway served on many private Arima – a first of its kind. The plant employed sector and public company boards, the main ones over 1100 employees, many with whom he shared being Trintoc, Iscott, Betting Levy Board, I.D.C. special relationships. He remained one of the most and TIDCO. He was the Chairman of Yara Trinidad influential sources of knowledge in the local motor Limited and a Director of Republic Bank Limited, vehicle industry. Trinidad Nitrogen Co. Ltd., United Way of Trinidad & Since his appointment as Group CEO, the Neal Tobago and Telecommunications Services of Trinidad & Massy Group grew significantly with annual & Tobago Limited (TSTT). revenues increasing from US$400 million to over He participated in many Government-appointed US$1.5 billion and with a total employment of over committees and represented this country as its 10,000 Caribbean citizens. In 2007 and 2008, he Ambassador General at the Taejon World Fair in steered the company through one of the largest and Korea in 1993. In that year, he also led a team of most prominent transnational acquisitions in the Government officials and private sector businessmen region – the acquisition of the Barbados Shipping on an investment mission to the Far East. & Trading Company Limited (BS&T). Mr. Under his Dulal-Whiteway also Soon after participated in the leadership, Neal & Massy grew to be one of the Government’s Vision 2020 exercise as Chairman of largest, CARICOM, public corporations in terms the Sub-Committee on Industry and Entrepreneurship of both revenue and shareholder earnings in the and he was also the Honorary Consul General for English-speaking Caribbean. the Republic of Korea 11 BERNARD DULAL-WHITEWAY CORPORATE INFORMATION Mr. Dulal-Whiteway was one of the leading Directors businessmen in the Caribbean with a reputation for A. Lok Jack, Chairman M.A. Phillip integrity and fair play in his business dealings. His E.G. Warner, President & Group CEO 63 Park Street nearly four decades of exemplary commitment to Registrar And Transfer Office Port of Spain Trinidad & Tobago’s business and social communities R. Balgobin has certainly contributed to our nation’s well-being. R. Bermudez Auditors His contribution was recognized nationally when he E. Boodasingh PricewaterhouseCoopers was awarded the 2008 Chaconia Gold Medal, for his T.M. Boopsingh 11-13 Victoria Avenue meritorious contribution to Trinidad and Tobago in R.G. Cave Port of Spain the field of business, an honour well-deserved. He A.C. Fields was also recognized in 2008 with an ACCA Global G.A. King Group Principal Bankers Achievement Award, which he received in the UK W.P. Lucie-Smith Citibank (Trinidad & Tobago) Limited from the ACCA. Paula Rajkumarsingh 12 Queen’s Park East We at the Neal & Massy Group wish to express B.W. Young Port of Spain our profound sorrow over the passing of our leader, mentor and friend, Bernard Dulal Whiteway on Secretary First Caribbean International Bank (Trinidad & Saturday, December 12, 2009. He was always the M.A. Phillip Tobago) Limited consummate servant-leader who not only served 74 Long Circular Road Neal & Massy with humility, honour and distinction Assistant Secretary Maraval but one who had the best interests of his country at C. Mascall heart. We empathise with his wife, Cheryl and son, First Citizens Bank Limited Graeme and we will remember how Bernard lived – Registered Office 9 Queen’s Park East with dignity, grace and passion. We will also continue Port of Spain to uphold his legacy of exemplary performance and 63 Park Street embrace the values that he embedded in Neal & P.O. Box 544 RBTT Bank Limited Massy. Port Of Spain 55 Independence Square Trinidad, West Indies Port of Spain Telephone: (868) 625 3426 Facsimile: (868) 627-9061 Republic Bank Limited E-Mail: [email protected] 11-17 Park Street Website: www.neal-and-massy.com Port of Spain Scotiabank Trinidad & Tobago Limited Scotia Centre 56-58 Richmond Street Port of Spain 12 13 Corporate Social Responsibility: REPORT ON THE NEAL & MASSY FOUNDATION The Neal & Massy Group is committed not only to which includes the Pre-Release Stage in Prison and Another instalment of the Boys to Men programme, the Foundation also lent substantial financial support building its business but also to making a tangible the Post-Release Stage at the rehabilitation centre. sponsored by the Foundation, took place in the Port to a number of organisations and causes, including contribution to society at large. The Neal & Massy This year, the Neal & Massy Foundation sponsored of Spain community, with close to 30 participants the following: Foundation (NMF) was created 30 years ago as the building materials, valued at $100,000 toward the from the East-West Corridor. • ALTA main driver for the Group’s involvement in supporting construction of the centre at San Raphael. The Foundation also supported two major • Brasso Venado Government Primary School: the development of the national community. In this Another project that originated within the Group developmental programmes in the Mayaro community. toward the purchase of materials for the school’s move Neal & Massy was one of the pioneers, at a is the ‘Man To Man Programme’, a brother to the The Boys to Men Programme, with 15 young, male, infant class time when Corporate Social Responsibility (CSR) was ‘Boys to Men—Rites of Passage’ programme. ‘Man to participants, merged with a women’s programme • Brothers Road Empowerment Group not generally recognized as a requirement of good Man’ was launched this year through the impetus of entitled Successful Women on Toward Self Reliance • Caribbean Educational Association: toward the business practice. Sharon Inglefield, CEO, Nealco Real Estate Limited. (SWOTS) in Mayaro, with over 60 female participants. construction of the Lantana Hospitality Training The stated mission of the Foundation is to She believed that a development programme for Sponsored in part by the Neal & Massy Wood Group, Centre/Conference Centre in Gran Couva provide financial and other assistance necessary young men in her community was needed and with employee participation in the programme was • Caritas AIDS Ministry for the development and improvement of society. the support of the Neal & Massy Foundation, Mrs. significant and many employees gave of their time to • Classical Music Development Foundation of T&T It emphasises four areas as strategic means of Inglefield hosted the eight-week programme at build relationships within the Mayaro community. • Darren Ganga Foundation: toward a three week bettering our community: education and training of Nealco’s offices in St Clair. Two young men from the Mayaro community, who sports and literacy summer camp in the south our young people; alleviation of poverty; support for Approximately 40 young men participated; the participated in the Boys To Men programme, were Trinidad cultural projects and advancement of religion. group comprised young men from Ms Inglefield’s compelled to improve their skills sets and enrolled • Disabled Peoples’ International The Foundation operates through an independent community as well as from the wider society, in a training programme at Metal Industries in • Exocubs Steel Orchestra Board, led by its Chairman, Gaston Aguilera, and has including members of Neal & Massy Trinidad All Stars. Marabella, South Trinidad. Both individuals receive • Field Naturalists’ Club become a major contributor to several NGOs and The sessions involved discussions on many issues grants from the Foundation to cover the cost of their • Fire Association of Trinidad and Tobago charities across Trinidad and Tobago. that men struggle with at this stage of their lives, living expenses for the year while they attend school • Junior Achievement of Trinidad & Tobago: toward While the Foundation’s contributions have had a including how to maintain positive relationships, in Marabella. significant impact in the wider community, many family life and responsibility, but also love of The merged programme was a major step for all • Just Because Foundation: toward setting up a companies across the Group have also made country and the importance of ‘giving back’ to one’s participants, under the guidance of facilitator Ian Computer Zone at the play/library area in the contributions to the communities in which they community. Jeffers, in creating and building a more sustainable and Oncology/Paediatric Specialty Unit at Eric Williams operate. Several of these donations across the region Feature speakers included E. Gervase Warner, self-sufficient community. The results, particularly in Medical Sciences Complex have been highlighted in the first few pages of this Group CEO, Neal & Massy; Gregory Rousseau, the SWOTS programme, were inspiring. Participants • KIND year’s Annual Report. The following discussion will Industrial Court Judge; Robert Riley, CEO, bpTT and were led to continue their education, enrol in literacy • Lady Hochoy Vocational Centre: toward purchase report on the major projects undertaken by the David O’Brien, Group Senior Vice President, Neal & programmes, seek gainful employment, address Foundation in 2009. Massy. their health concerns and build their confidence to • Lopinot/La Pastora Spanish Heritage Festival One of the projects that the Neal & Massy Foundation The programme gave birth to the ‘Ingars’ Initiative, find ways of overcoming challenges in their personal • Lorna Lashley, Save the Children Foundation has proudly supported is the Reintegration Foundation. led by a group of the participants, who wanted to lives. The Foundation has committed over $300,000 • Madonna Wheelers Cycling Club The Reintegration Foundation is a registered NGO make a difference in their communities. They hosted toward continuing the SWOTS programme for the • Moms for Literacy that set out to build a rehabilitation centre for ex- an event to collect canned food for orphanages across next 18 months, going forward. • Morne Diable R. C. School prison inmates of all religious denominations who the country as well as a clothes-collection drive The Foundation also maintained its annual • National Centre for Persons with Disabilities: are willing to change their lives. The reintegration for families in need. One of the participants, Brent commitment to supporting several NGOs. 32 NGOs of the inmates, to society, begins with the ‘Walk Tall’ Acosta, was recently recognized by his company for benefitted from grants valued at $378,000 in total. Programme at Maximum Security Prison in Arouca, his commitment to community service. In addition to the disbursement of Annual Grants, 14 an after-school programme of uniforms for trainees toward a bursary to cover skills training • Noble Douglas Dance Company Inc. - 2008 Dance Season 15 Corporate Social Responsibility: REPORT ON THE NEAL & MASSY FOUNDATION • Organs Soccer Clinic • Rape Crisis Society of Trinidad & Tobago NEAL & MASSY FOUNDATION FINANCIAL HIGHLIGHTS 2009 2008 $ $ Contributions Received: 3,170,875 5,436,757 Other contributions 50,969 498,135 Interest Income 1,132,408 Total income 4,354,252 6,226,766 Donations 2,553,272 1,489,653 Scolarships 332,000 326,000 Other expenses 18,930 28,320 Total outflow 2,904,202 1,843,973 Surplus 1,450,050 4,382,793 18,927,825 17,484,328 • Rebirth House • Rotary Club of Maraval: toward the Adopt a Child Project • San Fernando West Secondary Local School 790,009 Board • Scotiabank: Women Against Breast Cancer 2008 • SEPOS Cultural Workshop Inc. • Signal Hill Alumni Choir • The Credo Foundation: $10,000.00 towards the work of the organisation • The Heroes Foundation • The Immortelle Children’s Centre for Special Education • The Oratory Foundation • The Players Workshop • The Salvation Army • The Tall Man Foundation Arts Programme Accumulated funds at year end • Tobago Scout Council • Trinidad & Tobago Astronomical Society • Trinidad & Tobago Blind Cricket Association • Trinidad and Tobago Senior Games • Tutors Inc., John Romero: $20,000.00 towards construction of washrooms at school • United Way Trinidad and Tobago • UWI, Seismic Research Centre • Youth Business Trinidad and Tobago • Youth Training Centre In addition to the Neal & Massy Foundation’s contribution in Trinidad & Tobago, several subsidiaries across the region have impacted positively on the communities in which they operated over the past year. The following section highlights some of the Corporate Social Responsibility initiatives by these companies. 16 17 We believe that the successful growth and development of young people is rooted in their education. Education provides one of the best and most stable avenues of growth for our youth Several companies in the Group have made significant contributions to the education of young people across the region. Nine years ago, Illuminat (Jamaica) Limited adopted the Yallahs Basic School, and that relationship continues today. The company funds teachers’ stipends, provides Group Health and Life Insurance coverage to teachers, and annually hosts a Christmas event for the students and staff. Another Jamaican subsidiary, Gas Products Limited, has funded scholarships valued at JA$300,000 for the six students who topped the Grade Six Achievement Test. The company also committed to further support the students, once they maintain their high academic standards. we are Here to Grow In Barbados, BS&T has, since 1977, awarded two-year scholarships to two students of the University of the West Indies (UWI), as well as providing opportunities for these young people to gain valuable work experience through summer attachments. In Trinidad and Tobago, the Neal & Massy Foundation’s commitment to education continues through the granting of academic and technical scholarships to the children of employees across the Group. Six scholarships were awarded this year, with a total of 115 such scholarships to employees’ 18 children since 1980. 19 we are Here to Develop The Neal & Massy Group’s Middle Management and Graduate Training Programmes have consistently been a success in Trinidad and Tobago and Creating a Guyana. The programmes are intended to expose recent graduates to Groundswell of the company hired 10 graduates of the programme in Guyana, and 13 loyalty, through knowledge building, leadership training and mentorship, our Graduate Training Programme is surging forward into a positive future on-the-job training and mentoring by experienced managers. This year, in Trinidad and Tobago. The Middle Management Training Programme in both countries has also benefited many employees in our subsidiaries—25 mid-level managers in Guyana, and 60 in Trinidad during the past year. Subsidiaries across the region also took part in our Leadership Competency Programme, focusing on key competencies including building integrity, good business judgement and people development. In Barbados, BS&T offered its Management Skills Certificate Programme for the second year, through the Cave Hill School of Business, with funding from the Technical and Vocation Education and Training (TVET) Council. An Executive Diploma in Management will be offered from January 2010. In 2009, BS&T employees also received training in First Aid and CPR; HIV/ Aids Sensitization (through the Barbados Vocational Training Board and the HIV/Aids Commission) and Customer Service Training. This year also, Illuminat (Barbados) and Neal & Massy Guyana received awards from Quality Consultants Limited, an independent agency that measures employee satisfaction. The awards recognised improvements in the companies’ workplace environments. 20 21 The Neal & Massy Foundation is always keen to support real changes that would positively impact social problems in Trinidad and Tobago. Our SWOTS Programme For a fourth year, the company hosted a developmental programme called “Boys To Men: is innovatively designed to Rites of Passage”, which was designed to prepare help participants fly free of their roles as men in society. The programme a culture of dependency. young men between the ages of 14 and 21 for was held in Port of Spain but also, through Neal & Massy Wood Group, in Mayaro, where its success By encouraging self discipline has inspired the company to get more involved in and self development of its social issues. The community comprising we are part of empowering individuals to soar in self reliance working with the community to help solve some 13 villages in the south-east of Trinidad has over the years been affected by rapid changes amid the development of an energy-based economy. The Successful Women On Toward Self Reliance Programme (SWOTS) was born out of the need to address serious issues faced by the women of Mayaro, such as domestic violence, illiteracy and poverty. The programme has been operating in the Mayaro community for the past 18 months during which time participants have undergone extensive coaching, training and counselling to allow them to realise their personal and career goals and become self sufficient. we are Here 22 to Innovate 23 we are Here to Achieve Neal & Massy Executives lent special support to the Neal & Massy Trinidad All Stars Steel Orchestra by hosting several training sessions for the band’s leadership to assist them In supporting our in building their management capabilities and an improved indigenous talent, In Barbados, BS&T sponsored for the fifth year the popular we are helping to bring team dynamic. Crop Over event, ‘Pan Pun The Sand’, at which Neal & Massy Trinidad All Stars was a headline attraction. Roberts forth the shining examples Manufacturing, Super Centre and DaCosta Mannings also of brilliance in our midst. Sports has always been a constructive avenue of As we help those in the creative arts to achieve their goals, we are reminded that the sky is the limit sponsored several Crop-Over competitions and events. expression for young people and with this in mind, Neal & Massy Guyana donated GUY$2 million to the Guyana Cricket Board, toward hosting a country-wide cricket competition. United Insurance Limited continued its 20year plus partnership with the National Sports Council of Barbados in hosting the Schools Basketball Tournament as well as the Barbados Chess Federation to promote interest in the sport of chess in 23 schools. In Trinidad and Tobago, Neal & Massy Automotive Limited’s commitment to the sponsorship of the Caledonia AIA football league has again proved fruitful as the team continued to perform excellently in local competition. 24 25 It is our responsibility not just as a corporate citizen but as a member of the community to reach out and support the less fortunate among us. Every contribution we make touches the life of another High levels of stress-related illnesses are on the rise in the Caribbean region and across the globe and in Trinidad and Tobago, Neal & Massy subsidiaries formed a group-wide wellness committee to educate employees about lifestyle diseases. Employee information sessions were held to educate employees on a number of topics including exercise and portion control and medical checks were reintroduced. Super Centre in Barbados also implemented a similar programme to assist employees in achieving their daily fitness goals. we are Here to Care The Neal & Massy Foundation donated TT$.5 million dollars toward the purchase of a state-of-the-art digital mammogram machine for the Trinidad and Tobago Cancer Society, giving women increased access to screening for breast cancer. BS&T formed a similar relationship with the Barbados Heart & Stroke Foundation and made contributions toward the purchase of stress testing equipment. Also in Barbados, United Insurance Limited sponsored a new initiative to assist the Barbados Fire Service in quickly identifying hydrants and improving their response time to fires. After Haiti was ravaged by flooding in 2008, group subsidiaries in Trinidad and Tobago rallied together to raise funds for the construction of a hospital, L’Hopital Bon Samaritain, in a rural village, to support 26 the country’s inadequate health care system. 27 ChiAIRMAN’s Report “The Group’s Balance Sheet continues to be strong and we are well The performance of the Neal & Massy Group has poised to take advantage conditions which prevailed over the past year The of new investment opportunities, and been commendable despite the difficult economic economic decline in the United States which gained momentum in the last financial quarter of 2008, spread to other major regions of the world, igniting to benefit from any regional political tensions, and causing unprecedented upturn in the economic financial markets, accompanied by a loss in consumer conditions of the markets in which we operate” aberrations in corporate governance and instability in and investor confidence, all of which contributed to a fragile and challenging economic environment. The Caribbean economies have not escaped the consequences of the adverse world economic environment. For example, tourism, the mainstay of the economies of Barbados, Jamaica and the Eastern Caribbean, declined sharply, resulting in distressingly low hotel occupancies during the important winter season, even after aggressive promotional activity and heavy discounting. Here in Trinidad and Tobago, we have not been immune to corporate collapse, and the overall economy is in a state of contraction. Still, recovery is visible for the commodity markets important to this country, and this bodes well for a relatively stable outlook for the ‘energy engine’ of the economy. The emphasis continues to be on creating value and improving efficiency, as these will continue to be key success factors in our businesses. The Group adopted a number of financially prudent, cost-management strategies to cope with the eroding environment, and we performed credibly for the Financial Year ended 30th September 2009. Group third party revenue increased by $722 Million from $7.7 Billion to $8.4 Billion, while profits attributable to shareholders decreased by 8% percent from $475 Million to $435 Million. Earnings per share also declined by 11% percent from $5.10 in 2008 to $4.53 in 2009. Arthur Lok Jack Chairman 28 29 ChiAIRMAN’s Report The Board of Directors has declared a final dividend shareholders, employees and society in general. of $1 per share which, when added to the 40 cents This year, E. Gervase Warner was appointed to the interim dividend, will make a total dividend of $1.40 position of Acting Group Chief Executive Officer, while per share, the same as that declared in the previous Bernard Dulal-Whiteway our Group Chief Executive year. Officer, proceeded on personal leave. A detailed While our operations faced significant challenges, biography of Gervase Warner follows in the Chief the strength of our diversified Group provided us Executive Officer’s Report. with the resilience to respond, and to compensate Sadly, at the end of this year we bade farewell to for setbacks in some of our operations. Bernard who passed away on December 12, 2009. On The integration of Barbados Shipping and Trading behalf of the Neal & Massy Group, I offer condolences Company Limited (BS&T) into the Group continued to his family and join in celebrating the outstanding over the past year, since its acquisition in March life and career of a leader of extraordinary talent, 2008, and we continued to reorganize our businesses whose astute business sense was equally matched around industry lines to add focus to our operations, by his warmth, sense of fair play and humanity. while expanding the Group’s leadership structure. With him at the helm, the Neal & Massy Group became Our business units are now identified as: Automotive one of the largest CARICOM public corporations, both & Industrial Equipment, Energy & Industrial Gases, in terms of revenue and shareholder earnings. Food & Bernard’s emphasis on building the human capital Logistics, Tourism/Hospitality, Financial, Property & of Neal and Massy while making a significant Other and Information Technology/ Communications/ contribution to the national community has led to Security Services. the development of a strong and dynamic leadership The Group’s Balance Sheet continues to be strong, team within the Group. and we are well poised to take advantage of new In closing, I wish to thank our valued customers investment opportunities and to benefit from any and suppliers, employees, shareholders, executives upturn in the economic conditions of the markets in and my fellow Directors for their continuing support which we operate. and goodwill. On behalf of the board I take this The importance of good corporate governance as a opportunity to extend congratulations and best prerequisite to the preservation of the integrity of the wishes to Gervase in his new role as President and Group cannot be overemphasized. In light of recent CEO of the Neal and Massy Group of companies. Retailing, Food/Consumer Distribution developments, both home and abroad, our Corporate Governance and Audit Committees continued to closely monitor our subsidiaries. We continued to strengthen and refine the set of processes, customs, policies, laws and institutions that guide the way our Group is directed and run, thereby ensuring that we continue to operate at the very height of good corporate governance as well as serve our customers, 30 31 Chief Executive Officer’s Report • Attended St. Mary’s College and won an Given the difficult economic conditions that prevailed Additional Scholarship from Government over the past year, the performance of the Neal & of Trinidad and Tobago in 1983 Massy Group has been commendable. • Graduated from Pennsylvania with Engineering Degrees Engineering and The Group University of weathered declines in tourism, energy, construction Bachelor of and automotive sectors throughout the Caribbean Electrical and precipitous declines in the foreign exchange rate in Computer Science Engineering in 1988. in Jamaica. The Group faced a number of unfavourable • Worked with AT&T as a Computer circumstances in 2009 which are not expected to Consultant and Systems Engineer from recur (certainly not simultaneously) in 2010. With the 1988 to 1991. BS&T acquisition, Neal & Massy acquired a few loss- • Earned a Masters Administration (MBA) in Business making operations whose losses were exacerbated from Harvard by the crisis. Significant turnaround efforts were Business School with Honors in 1993. undertaken at DaCosta Mannings, Almond Resorts • Worked at McKinsey & Company from and Bahamas Supermarkets and these efforts are 1993 to 2004 where he became a partner already starting to show some results. in 1999. Consulted to public and private Despite these challenges the Group did well to sector clients and developed extensive increase revenues by 9%, while limiting profit after experience Information tax decline to 4% from $505 million in 2008 to $484 Petroleum million in 2009. Furthermore, the Group generated in Technology, Financial, Telecom and sectors. a healthy cash flow of $561 million (as compared to • Joined Neal & Massy in 2004 as the negative $71 million in 2008) to end the year with Executive Chairman for the Energy $958 million in cash. Business Mr. In the 2008 Annual Report, which noted the then Warner was appointed to the Neal & emerging financial crisis, the Group pledged to Massy Holding Board of Directors. In focus on protecting and strengthening its balance 2008, the Energy and Industrial Gases sheet, aggressive management of working capital Business Units were combined under and address non-performing assets. As promised, his leadership. In May 2009, Mr. Warner management focus in 2009 was directed to setting was appointed Acting Group CEO and realistic expectations for the evolving economic was confirmed as the Group CEO in decline, December. managing working capital, and to tightening risk Unit. Later in 2004, proactively reducing costs, carefully • Mr. Warner has been married for 20 management and controls. The Group’s balance sheet years and has 2 children. He is an demonstrates the effectiveness of these strategies active triathlete and participates in as the Group is well poised to continue to weather international marathons and triathlons. the economic downturn and to re-engage its pursuit of profitable growth. E. Gervase Warner President & Group Chief Executive Officer 32 33 Chief Executive Officer’s Report REVENUE TT$millions EARNINGS PER SHARE TT$. ¢. 9000 6.00 8,426 7,704 7500 5.00 5.10 4.53 6000 4.15 4.00 5,086 4500 3.37 3.00 4,202 2.80 2.43 3,554 3000 2.00 3,045 2,387 2,459 2,560 2,796 1.37 1500 1.85 1.90 2002 2003 1.51 1.00 2000 2001 2002 2003 2004 2005 2006 2007 2008 2000 2009 PROFIT ATTRIBUTABLE TO SHAREHOLDERS TT$millions 2001 2004 2005 2006 2007 2008 2009 Weighted Average NUMBER of Ordinary Shares in Issue THOUSANDS 500 110,000 475 435 400 105,000 369 300 105,204 103,559 100,000 299 249 200 216 159 165 96,069 95,000 169 93,019 142 100 90,000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 88,822 88,822 88,822 88,822 88,862 88,875 2002 2003 2004 2005 2006 2007 85,000 80,000 2000 34 2001 2008 2009 35 Chief Executive Officer’s Report The rest of this report provides Triple Bottom Line 2009, versus just seven months in 2008. Reporting consisting of a Financial Review, including was acquired on the 1st March 2008, without the 2010, turnaround efforts will continue at Bahamas balance sheet improved. an operation review of each line of business, a Health, contribution from BS&T; the Group’s revenue would Supermarkets, Cash Safety, Security and Environment (HSSE) Review have declined by $300 million or 6%. Resorts. significantly with $1billion in cash generated from and a Review of our Corporate Social Responsibility BS&T increased in 2009 with a full year of profit The impact of the cost reduction and turnaround operating activities. EBITDA increased by 17% and initiatives and investments. consolidated versus only 7 months in 2008. efforts was seen throughout the year as the Group’s working capital decreased by $267 million. There In 2009, the simultaneous impact of the global operating profit margin increased consistently over were lower levels of inventories and receivables, economic crisis with the inheritance of some under- the final 3 quarters of the year, improving from 6.6% particularly in the Automotive & Industrial Equipment performing companies with the BS&T acquisition in the first quarter to 8.9% in the final quarter of the Business Unit. Total borrowings of the Group declined Highlights: erased the strong performance by many companies. year. from $2.4 billion to $2.2 billion, mainly due to the • Group third party revenue grew by 9% to $8.4 Some of our operations which were negatively Interest costs increased from $71 million to $108 decline in our working capital borrowings. This impacted by the downturn are: million, primarily due to the cost of funds used in resulted in a reduction in the gearing from 37% to • Pres-T-Con Ltd and Tracmac Engineering Ltd. were the acquisition of BS&T, which was reported for 12 27%. adversely affected by the decline in construction months in 2009 as opposed to 7 months in 2008. Our net assets per share increased from $27.64 to sector projects and activities The taxation charge for the Group declined to $28.64. Share capital increased from $512 million to • Energy Services and Production companies were $175 million, compared to $201 million in 2008. $522 million mainly with the issue of 172,000 shares hurt by oil, gas and petrochemical commodity This reduction was due to both a slight reduction in under the stock option plan. price collapses the effective rate from 28% to 27% as well as the Our investing activities utilized $284 million in cash reduced profitability. during 2009, compared to $$1.5 billion in 2008. This The profits attributable to shareholders declined included the acquisition of additional property plant • Automotive sales in Trinidad and Barbados by 8% from $475 million to $435 million, while the and equipment of $247 million. Dividend payments, declined as new vehicle sales dropped with EPS fell by 11% from $5.10 to $4.53. The weighted including consumers delaying new vehicle purchases average shareholding increased 3% in 2009, as increased from $146 million to $166 million. the EPS was based on 93 million shares in 2008 as The Group has been fully compliant with all debt occupancies and reduced rates affected by the opposed to 96 million shares in 2009. covenants as of September 30th, 2009 and has late opening of hotels under renovation and Notwithstanding by the downturn in U.K., U.S. and European diversification strategy in the last three years has economies, which contributed to the contraction proven successful. The Group has demonstrated its in the tourism sector in Barbados and St. Lucia. resilience to simultaneous challenges in multiple FINANCIAL REVIEW billion • Profit before tax declined by 6.6% from $706 million in 2008 to $659 million in 2009 • Profit after tax declined by 4% from $505 million to $484 million • Weighted average outstanding shares increased from approximately 93 million to slightly over 96 million shares in 2009, as the shares issued to BS&T shareholders were included for the full 12 months • Earnings per share was $4.53 - 11% lower than in 2008 when EPS was $5.10 • Group debt declined by $259 million to $2,175 million • Debt to equity ratio improved from 95% in 2008 to 79% in 2009 • Current ratio also improved from 1.17 in 2008 to 1.21 in 2009 • Free cash flow improved significantly from • Jamaican operations with USD BS&T PBT from loans were punished by Jamaican currency devaluation • Almond Resorts Group-wide cost suffered reduction because initiatives of low helped efforts were successfully undertaken in 2009. Warrens the Motors above, and the In Almond Group’s receivables reduced by 8%. The health of the Group’s generation payments across to the group minority improved shareholders, adequate financial resources to support its anticipated short- and long-term capital obligations. territories. LINE OF BUSINESS OPERATIONAL REVIEW negative $71 million in 2008 to $561 million in Energy and Industrial Gases, Information Technology 2009 and Communications, Retail and Distribution/Food Balance Sheet: Automotive and Industrial Equipment Business Manufacturing and Logistics, and Financial Services The Group’s financial condition and balance sheet Unit Profit and Loss: Business Units; all increased profits over 2008. remain strong. Total assets remained at $8.3 billion This Business Unit had a very challenging year as the The Group revenue increased by 9% while the Profit Particularly pleasing were results from our Guyana at September 2009. Disciplined efforts to improve general decline in economic activity resulted in reduced Before Tax (PBT) fell by 6.6% and EPS declined by operations. working capital management and protect cash demand for new vehicles and construction equipment, 11% from $5.10 to $4.53. The increase in revenue In the BS&T acquisition, the Group inherited some produced handsome results. While revenues grew particularly in the second half of the financial year. The reflects the full years’ contribution from BS&T in under-performing companies and major turnaround by 9% in 2009, inventory reduced by 17% and management team quickly responded to the changing 36 37 Chief Executive Officer’s Report economic conditions and was able to increase relative Automotive Components Limited performed throughout the business improved the operating the production and plant utilization rates that it market share in most areas, while simultaneously creditably in the face of increased competition. The result over the previous year. Higher efficiency and currently enjoys. New gas in particular, must come reducing inventory levels and operating costs. The removal of tariff protection on batteries saw the productivity in after-sales services will be the focus on-stream to revive the growth rates the energy Unit also adjusted its manning levels, mainly in the influx of a number of new players, resulting in a loss of the dealership in the coming year. sector experienced in the past. areas of contract and temporary employees, and of market share. However, the company responded Dacosta Industrial It’s 50% co-owned company, Neal & Massy is now well poised to benefit from any increase in by improving the efficiency in its manufacturing Department in Barbados delivered a creditable Wood Group (NMWG), has broadened its market general economic activity. operations, reducing warranty costs consistent with performance over the past year. In the latter part of penetration providing maintenance to Methanex Neal & Massy Automotive Limited increased its improved product quality and reducing costs in all the year, the tyre centres at Warrens and Brandons Trinidad Limited. market share in a declining market by implementing areas of operation and thereby achieved significant were consolidated into the Brandons location. Strategic Outsourcing Contract Agreement (SOCA) innovative strategies in conjunction with the major profit growth despite the reduced market share. ACL This division will continue to improve its product and with BG T&T, has met performance expectations principals. This also resulted in a significant reduction introduced a number of new initiatives in the last offering, service and efficiencies in the upcoming despite the energy market conditions. in inventory levels and associated carrying costs. quarter in an effort to regain lost market share and fiscal year. proud of its HSSE achievements as it approaches 4 The used car division achieved record sales during thus far, they are showing promise. million man hours without a Lost Time Incident. the second half of the year, through an increase Tracmac Engineering Limited faced the greatest in the demand for lower cost vehicles. Customer challenge of all the companies in the Automotive & service continues to be an area of major focus for the Industrial Equipment Business Unit, as there was a management team, and although some improvement sharp decline in construction activity from as early 2009 was a year of adjustment. Following several mixed fortunes. The products side of the business was achieved during the financial year, a number of as the first quarter of the financial year. Tracmac’s years of booming activity and rising commodity suffered from reduced expenditure in market capital new initiatives will be implemented in the coming management team rose to the challenge and prices, the Energy and Industrial Gas companies spares. However, the service side of the business year. responded quickly by drastically reducing inventory were forced to adjust to a new reality. Several enjoyed growth in the rotating equipment services City Motors (1986) Limited continued to be levels and operating costs, while increasing market new projects were postponed indefinitely, and our and equipment repair and preventative maintenance seriously affected by uncompetitive pricing from share. These efforts resulted in an acceptable return upstream and downstream clients all adopted heavy services of 170% and 42% respectively. the principal and to a lesser extent by some quality on sales for the financial year under review and the cost reduction initiatives which put pressure on most forward, the company is completing the integration issues with the Peugeot brand. creation of a platform for a return to growth in the companies in the Business Unit. Rapid response of the sales team and the wider integration of NMESL however continues to remain profitable by prudent next year. through cost reduction, receivables management and NM Insertech (Caribbean) Limited (NMICL) to management of its operating costs. Associated Industries Limited (Ainlim) in and tightening of credit and contracting controls all increase productivity and efficiency in operations. Master Serv Limited also had a strong year Guyana helped companies in the Unit minimize the impact NM Insertech (Caribbean) Limited. had a very mainly due to an increased demand for “after market” capability, and will continue a strategy of building of Opportunities successful year growing its PBT by 56%. Significant spare parts as consumers sought to reduce vehicle excellence into its after-market service for the arose in maintenance services as many plants successes were the completion of electrical and maintenance costs. machinery and automotive businesses. Its distribution incurred voluntary and involuntary shutdowns while instrumentation construction services for two offshore Tobago Services Limited had an excellent year, businesses, especially the down trade segment, commodity prices weakened. platforms, the continued support for construction of a exhibiting double-digit growth. TSL benefited from remain very strong, and recorded another year of Neal & Massy Energy Limited - Nascent recovery gas- to-liquids plant and the building of a new ethanol an increased demand for new vehicles in the first growth. is apparent for energy commodity prices, which plant. The company continues to be a significant half of the year and introduced new product lines, in Warrens Motors operating in the high-end vehicle bodes well for the near-term outlook for the energy supplier of technical resources, valve services and collaboration with other Group companies. market in Barbados, recorded a loss for the year. sector in Trinidad and Tobago. However, the lack technical equipment to the energy-based industries Best Auto Limited continues to increase its Although vehicle sales were weaker than anticipated, of success in upstream exploration license awards in Trinidad and Tobago and the region. market share and profitability, despite some supplier freezes on new orders significantly reduced inventory, is a reason for concern. Trinidad and Tobago must challenges from its principal. while various operational changes and cost reductions accelerate exploration activities in order to continue 38 The company has strengthened its product support Mannings Auto & Energy and Industrial Gases Business Unit The ongoing work, with bpTT’s NMWG is Neal & Massy Energy Services Limited (NMESL), the products and service solutions business, had a disappointing year with some these adverse developments. Going 39 Chief Executive Officer’s Report Neal & Massy Energy Resources Limited the proposed start-up in the last quarter of 2010 of However, given CPL’s debt burden, these losses wiped Staffing the stores, particularly in the north and west (NMERL), the production operation arm of NMEL, a relocated Air Separation Plant by Air Liquide, our out profits and resulted in an earnings loss to Neal of Trinidad continues to be a challenge, and has again had a very challenging year. Though the production joint venture partner. In addition, IGL is evaluating & Massy. While the business continues to generate negatively impacted customer service. During the of oil was above target the steep decline in oil prices its production capacity for high quality food grade healthy cash flows and services its debt payments, year the Chaguanas store was expanded and work eroded these benefits. The company’s effective cost carbon dioxide. declining oil prices have reduced the gross profit on a major refurbishment of our Alyce Glen store management resulted in a marginally positive net Trintogas Carbonics Limited experienced a margins and adversely affected profitability. CPL will was also undertaken. profit for the year. NMERL embarked on a number of marginal increase in revenue however the profit continue its HSE excellence, cost reduction initiatives Super Centre Limited had a strong start to QHSSE initiatives, including the construction of a new before tax was lower than the previous year because and product diversification strategies into the new the financial year compensating for a slow last Fiscalization Facility at the Moruga West operations of reduced plant efficiency and reliability. year. quarter which signaled a significant slow-down in and the implementation of systems for achieving full Caribbean Industrial Gases Limited again Demerara Oxygen Company Limited (DOCOL) the Barbados economy. The company met sales compliance. For the year ahead, the company will be performed well, achieving its budgeted profits as in Guyana, commissioned a new LPG filling plant in and profit expectations and continues to build on focused on obtaining new exploration and production well as an excellent safety record. The plant was 2009 and this contributed to greater efficiency and developing product selection through direct buying licenses. successfully expanded to facilitate higher production productivity. It also facilitated the closure of the and adding value to the fresh food offering. Super levels. The company is expected to reap the full secondary plant at New Amsterdam and products are Centre showed strong support for local agriculture (NMSCI) a joint venture company with Alaska benefits of this expansion after a planned overhaul now bottled in the Georgetown area and transported and plans to create added value products to further Supply Chain Integrators and now in its second full of its main compressor train scheduled for the latter throughout the country. The company continued to support the industry going forward. year of operation, continued to provide procurement part of the 2009/2010 financial year. strengthen its HSSE culture and was recertified for The Knights Pharmacies chain also performed and warehouse services to the NMWG SOCA project. NM Petrochemicals Services Limited benefited ISO 9001: 2000 during the period. well and strategies are being developed to further NMSCI also secured two contracts with Atlantic LNG from a number of planned and unplanned catalyst Dacosta to operate their warehouse facilities in Pt Fortin. change-outs at the methanol and ammonia plants experienced increased costs in transportation and Strategies to expand the business, within the and exceeded budgetary expectations. in maintenance of cylinders, however the unit energy-based industries, will continue in the coming Gas Products Limited (GPL) produced favourable performed reasonably well. The division will continue year. NMSCI performed well over the past year, both operating results during 2009, despite the severe to strive for increased market share while seeking financially and in being HSSE compliant, without any impact of the global economic downturn on the innovative ways to reduce expenses in the following Lost Time Incidents. Jamaican economy which resulted in a very difficult fiscal year. Industrial Gases Limited (IGL) enjoyed a operating environment. A significant devaluation of to again deliver record improved revenues and challenging demand the Jamaican currency (22.6%) in the first half of the profits, notwithstanding the weakened economic for oxygen, acetylene and welding supplies was year and the associated loss on the US$-denominated adversely affected by the collapse of the scrap loan eroded its favourable position and GPL was metal industry. These gaps were filled by the heavy unable to meet its financial targets. During the year, demand for argon, needed for new plant construction GPL made significant progress in developing a new activities and for nitrogen from the downstream business segment and now actively markets LPG for TDL process plants for new plant commissioning and non-cooking applications (NCA) which include water FoodMaster’s) major plant shutdowns. The business overcame 40 Neal & Massy Supply Chain Integrators but successful year. The Mannings Texgas in Barbados incorporate pharmacists in overall health care management. Food/Consumer Distribution & Logistics Marketing Food Group Business Unit environment. & Distribution (M&D) was able M&D’s Trading Departments–Food & General Merchandise, Geddes Grant, Pharmaceuticals, Food Retailing Agricultural & Industrial Chemicals and Cigarettes–all delivered commendable performances. The Food & Retail (Hilo LB’s and General Merchandise and Geddes Grant departments challenging year, continue to adapt swiftly to changes in consumer heaters, dishwashers, boilers and standby power fraught with food price inflation and the tightening behaviour. In the new financial year the company several supply challenges facing interruptions in generators. economic climate having a negative impact on will focus on improving operational efficiencies while raw carbon dioxide, as well as nitrogen and argon Cool Petroleum Limited (CPL) owned 40% by consumer management, actively pursuing new business opportunities and supplies. The issue of the long term reliability of the Energy and Industrial Gases Group, suffered from however, resulted in a creditable performance for exploring new business models to respond to the nitrogen, oxygen and argon will be resolved with the same devaluation loss problem that inflicted GPL. the company when compared to the previous year. changing competitive landscape. had behaviour. Food Stores, another Strict cost 41 Chief Executive Officer’s Report Huggins Shipping and Customs Brokerage into the smaller retailers’ segment along with Roberts Manufacturing has shown an improved Limited had a year of flat earnings although exploring other expense control initiatives. Knights financial position for the year under review after customer count grew and service levels continued Limited (Trading as Rainbow Products) faced being faced with high input costs in the previous Almond Resorts Incorporated had a difficult to be high. Huggins sustained its position as the competition from international tissue paper product year. Reductions in energy costs followed by year in 2009. The late opening of Casuarina Beach service provider of choice in the gas and oil sector. brands however careful management resulted in commodity prices after the first quarter of the Club and Almond Beach Club into a depressed world All units of the companies’ operations performed satisfactory financial results. financial year together with a comprehensive review economic climate resulted in unanticipated losses. well and are poised to repeat their performance in Agro Chemicals Incorporated experienced a of the cost and production of all product lines have Worldwide, the tourism sector, dependent as it is 2010. challenging year. allowed for the improvement in earnings. The on discretionary spending, suffered great losses. Melville Shipping Limited performed credibly. unavailability of certain products from key suppliers, removal of the Common External Tariff on soybean At Almond, revenue and average rates declined as While its profits declined, the company continues this company produced satisfactory results which oil and margarine in some regions of the OECS and occupancy and average daily rates fell well below to develop its reputation as a leader in the shipping were just below those of the previous year. in Trinidad and Tobago has, however, reduced export projections. ARI’s marketing efforts yielded better industry, balancing sound financial performance with BS&T International Development (Miami), sales and earnings. For the year ahead, further occupancy levels than many other hotels in Barbados quality service. Melville is well positioned for future a procurement business for Caribbean retailers, production efficiencies are anticipated with proposed but still well short of break-even requirements. The growth and adheres to the highest levels of HSSE performed well, and will look for opportunities to improvements to the soybean oil bottling line, and ARI management team took steps to operate more best practices in servicing a demanding customer expand the number of markets serviced during 2010. improved production planning on the Margarine efficiently and implemented cost reduction strategies base. The integration of this Unit with Neal & Massy Inc, lines. across the organization. ARI also reduced utility costs Trading & Distribution Incorporated (TDI) in also in Miami, will be completed this year. Pinnacle Feeds had a reasonably successful year through various “green” initiatives. Guyana recorded flat earnings during the year due Peronne Manufacturing achieved operational after starting with high fuel and commodity prices. ARI is Neal & Massy’s first foray into the tourism to price competition in key product categories and profitability over the past year with a more focused Prices paid in the first quarter of the financial year for and hospitality sector. ARI and its investments in excess inventory holdings, resulting in increased product line of processed and prepared meats. corn and soybeans were the highest ever recorded Casuarina Beach Club are prime property locations working capital costs. While challenges still remain Notable growth of the gourmet range in the Super since the company began operating. However, in in the consumer foods environment including weak Centre supermarkets, together with increased sales reductions in commodity prices during the financial development projects at the Beach Village location demand in some areas, the outlook for stabilization of frozen bulk meat to commercial kitchens and the year allowed for feed price reductions in February, and are encouraged by the growing popularity of in commodity prices appears more favourable. TDI trade, also bolstered Peronne’s performance. April and July 2009. the Casuarina Beach Club. There is an air of prudent continues to focus on developing its downtrade 2010, Peronne will improve the availability of its H.D. Hopwood & Company Limited had a optimism as the world economies gradually climb out distribution business and on expanding its local products through its distributor SBI Distribution successful year, despite a steep devaluation in of recession and ARI anticipates a better year based representation of international and regional brands. Inc. the Jamaican dollar, and a resulting contraction in on anticipated increase in the demand for travel. S.B.I performed Booth Steamship experienced a considerable demand across all areas of business. By rapidly well during the year under review. A strong first decline in overall cargo volumes handled at the adapting to the changing business environment and half sales performance enabled SBI to exceed Bridgetown Port and accordingly its results were well adjusting costs, the company was able to protect and budgeted expectations. Efficiencies gained through below target and those of recent years although it improve its operating margins. During the year, the its warehouse IT system together with changes to maintained market share with the Crowley line. company undertook several initiatives to improve United Insurance in Barbados was spared the delivery methods and consolidation of its cold storage Dacosta Mannings Shipping fared somewhat employee engagement and they were well received consequences of hurricanes or any other major provided cost savings and enhanced profitability. better with its trans-shipment business through by the staff. In addition, investments were made in catastrophic SBI acquired the Pfizer line during the latter part Trinidad on the Bernuth line but also fell below leadership development activities that were aimed at underwriting result in a very competitive environment. of the year and has plans to further develop its expectations. Indications are that low volumes of building a high performance team. While its investment earnings were down in the first pharmaceutical division. imports into Barbados will continue through much half of the year, these recovered reasonably by the of the new financial year due to reduced demand. close of the year. Distribution in Barbados Plans for the new fiscal year include increased focus on greater penetration 42 Despite reduced demand and In Tourism / Hospitality Barbados. We recognize the potential for Financial Services events, and experienced a good The company has placed more 43 Chief Executive Officer’s Report emphasis on the management of its brand and $3.8 billion in retail purchases conducted through its routine and major upgrade maintenance continued Information Technology & Communications marketing, which should redound to the benefit of retail partners. Growth for 2010 is expected to be to support the market value of its properties. A major (ITC)/Other Services the company in the coming years. The company achieved through new revenue streams from other upgrade was completed on one of the properties in continues to seek ways to diversify and spread its loyalty processing services, together with further San Fernando. NPL’s revenue and profit increased The ITC Business Unit closed the year exceeding its risks within and outside of the region to mitigate penetration of its existing markets. over the previous year. 3-year profit growth target set in 2006. On a year- against the impact of large losses to the portfolio. SurePay, a division of Illuminat (Barbados) Limited, Nealco Real Estate Limited (NREL) continued on-year basis, 2009 showed growth in profit and United has retained its ‘A- Excellent’ A.M. Best rating, had another successful year and has maintained its to record a satisfactory performance. The company strong free cash flow and shareholder value added the highest awarded to Caribbean insurers. position as the dominant provider of electronic bill continued to build its client base and has been able performances. General Finance Corporation (GFC) maintained payments based on an increase in transactions and to steadily increase its market share in consultancy Illuminat its revenue and operating profit at 2008 levels, collection points for a number of utility, financial and and NREL’s showed gains in all of its key measures, significantly despite the substantial contraction in its major areas insurance companies, which in turn has enabled a expertise, experience and integrity in the real estate improving its customer satisfaction ratings and of business. The higher cost of funds was offset by high level of convenience to consumers island-wide. market augur well for continued growth in a highly growing its profit. Among the major successes during reductions in operating expenses, while the level New services are being developed to be introduction competitive market. the year were contracts in transport, health, finance of loan delinquency continued to match industry during the new year. S.P. Musson Son & Company Limited in and energy. Next year the company will provide new The company continues to pursue a Barbados produced enhanced results over budget services and higher bandwidth at lower costs through strategy of widening both its customer and depositor and the previous year through sales of house lots its upgraded broadband network; as well as bring an primarily in its development at Friendly Hall, St. Lucy. expanded range of HP, Avaya, Education and CISCO Although rental increases have not been possible solutions to the market. standards. base. Properties/Construction Services Neal & Massy Remittance Services Limited property management services. (Trinidad & Tobago) Limited It will also accelerate its was adversely impacted by the shrinkage in the Pres-T-Con Group (Pres-T-Con, RABCO Construction because of reduced retail activity, high occupancy efforts to penetrate Latin America for its retail and personal remittance industry worldwide. Transaction and Pres-T-Con Equipment) was affected by the levels in its properties and those under management Oracle solutions. volumes were down with a resulting decrease in global recession, coupled with the Government’s including Sunset Crest have supported earnings. The Illuminat Barbados and Eastern Caribbean foreign currency available for trading. downward adjustment to its Budget. Faced with a company recently began a new land development at strengthened its market position with significant NM Services Limited (NMSL) in Guyana realized major decline in construction projects, Pres-T-Con Gemswick, St. Philip and also continues to grow its achievements improved earnings from its equipment financing Group made the necessary adjustments to maintain general real estate services under the Musson Realty government sectors through the implementation business, Customs and shipping and that, together its leading position as the preferred manufacturer of brand. of new technologies in tandem with a number of with stable performance for the remittance business, pre-stressed concrete products and deep foundations The Pierhead Project has been rekindled since its international partners including HP, NCR, Avaya, enabled the company to achieve targets. The focus installation contractor in Trinidad and Tobago and Neal & Massy’s acquisition of BS&T. In order to Oracle and Motorola. Additionally, it enjoyed market will now be on increasing its market share in the throughout the Caribbean. Over the past year, Pres- identify options for a new Neal & Massy/BS&T led share gains with its Xerox imaging and printing shipping business. T-Con Group successfully undertook a new venture initiative, an advisor has been retained to interact solutions Magna met targeted expectations in all but one into Petrotrin’s with various consulting parties as well as the Barbados surrounding islands. In the coming year it will launch territory and continued its growth in the region Refinery utilizing Continuous Flight Auger Cast piles. Government to prepare a high-level plan. Pending the Internet-based version of its highly successful despite a slow down in consumer spending in 2009. Pres-T-Con Group’s plans for the year ahead include the result of the consultations and the development SurePay bill payment service. The company achieved growth by expanding its penetration of the Guyana market, improved product of the concept plan, decisions on the next step, Illuminat Jamaica’s performance was adversely overall loyalty processing services to some of the offerings and enhanced efficiencies. whether to work independently or jointly with the affected by a challenging economic environment. larger clients, particularly in Trinidad. Jamaica also Nealco Properties Limited (NPL) placed major Barbados Government, will be taken. Many private and public sector projects were delayed added 51 new locations during the year. Magna emphasis on its cost savings and customer service and has grown to 1.35 million customers across the strategies throughout the year with the objective of devaluations further reducing profits. The company, region. 2009 saw over 15 million transactions and retaining an occupancy rate above 95%. Focus on however, deepened its penetration of the key 44 alternative deep foundation at in portfolio Jamaica the financial, within experienced education Antigua, Tortola significant and and currency 45 Chief Executive Officer’s Report education sector with a significant win for PCs and share of market for IT and office equipment services; Dacosta Mannings Retail Division in Barbados Recovery was further compounded by the global multimedia equipment for 178 secondary schools. and the provision of ATM’s and related services experienced lower than anticipated sales in lumber, recession which has taken its toll on the tourism It also reduced its dependence on foreign resources to the financial sector had a positive impact on furniture, appliances and hardware for the fiscal year industry in Bahamas. Consumers are far more price through local capability building, and successfully performance. The company will seek to strengthen as consumer spending contracted bringing about sensitive than ever before. Neal & Massy has acquired launched new offerings which will increase the flow customer relationship management and dealership losses after the 2009 Christmas sales. The division majority voting rights in the last round of capital of recurring revenues in the coming years. relations during the new year. exited the lumber business which was located injection and is currently implementing a full-fledged all NM Security Solutions Incorporated (NMSS) at Fontabelle and the Speighstown store ceased turnaround programme that focuses on restoring financial targets and received an outstanding service in Guyana did not meet expectations as growth operations in July. The warehouses for hardware and customer confidence, realigning product prices to rating from its customers. In 2009 the company opportunities identified for cash services, and a furniture and appliances were consolidated into one market, motivating employees, improving the supply embarked on a programme of regional expansion, redirection of guarding services into more profitable location at Brandons and the Tile and Bath store at chain, increasing controls with strong financial and introducing Diebold in Barbados and Pitney Bowes in segments, were slow in gaining momentum. With Fontabelle was consolidated into the main store. At operations reporting and cost-reduction. Guyana. In Trinidad and Tobago RICOH continues to the infrastructure in place and the initiatives taken the end of the financial year a new store was opened Banks Holdings Limited (BHL) in Barbados be the market leader in office equipment, while the during the year, it is anticipated that the company in Cave Shepherd on Broad Street in Bridgetown. recorded reduced profits of its Group for the financial Toshiba brand significantly exceeded its targets. The will return strong growth in the future. This new store has exceeded expectations to-date year ended 31st August 2009. Most operations in furniture and office interiors division almost doubled BCB Communications the in-house advertising although overall sales are still depressed across the Barbados, and its Guyana associate, commendably its profits and the software division experienced agency for BS&T and Banks Holdings, performed retail sector as the Barbadian economy has grown matched or exceeded their 2008 results in the face notable success with wins in both the financial and below budget because of reduced advertising spent by tighter in the second half of 2009. of the recessionary environment. office equipment areas. its clients but did a good job of containing expenses. continues to position itself in this recessionary period Belize associate incurred a loss as it was unable to Three Sixty Communications, our long-distance Seawell Air Services, operating at Grantley to be as efficient as possible through cost saving overcome the dual challenges of adverse weather communications provider, delivered strong growth in Adams International Airport in Barbados, endured measures, and has returned to profit in the months patterns the key enterprise services revenue stream. Overall a particularly challenging year. leading up to Christmas in the new financial year. concentrate commodity pricing during the year. There however, the year was a challenging one and a flat aviation industry was hard hit by the contraction in has been a subsequent recovery in citrus concentrate profit performance was delivered. The company international economic activity in 2009 and almost pricing, now almost double the 2008/2009 low, and expects to further penetrate the enterprise services all air carriers suffered significant losses. market, launch services for the SME segment and suffered from loss of revenue from clients who in a well regulated environment deliver profitable stopped flying to Barbados, a major client who Neal & Massy Wood Group, Caribbean Industrial Gablewoods Supermart Limited through its inbound services. switched to the competition and lower prices to Gases, NMAP Services and Cool Petroleum have been operating company in St. Lucia, Consolidated Foods Nealco Datalink Limited’s call centre revenue retain other customers. As a result, Seawell closed discussed under the Energy and Industrial Gases Ltd, has performed well and grown through the stream performed on target, an encouraging sign the year with a loss. Staff reductions were inevitable Business Unit. period under review. This can be attributed to a new as the company pursues the imperative of moving and were discussed with the representative union. (BSL) “warehouse’ store” offering a range of large-pack food up the outsourcing value chain. Further efforts to Seawell has also embarked on initiatives to more narrowed its losses from 2008 by half in 2009. This items and domestic hardware and a fall in electricity penetrate the emerging local market (government effectively compete in the new realities of the airline was achieved by reducing costs and closing one rates. The St Lucia economy, however, is becoming and financial) as well as international markets for industry by examining its systems and procedures unprofitable store. Efforts to improve Gross Profit more challenging and management are focussed this service will be its focus in the coming year. and conducting staff training to reduce operating margins were stymied by the protracted timeframe on finding measures to ensure the sustainability of CCS costs and improve service levels. With the onset that was required to negotiate refinancing of debt profits. introduced electronic security offerings in its product of the winter tourism season, Seawell has returned at the holding company to facilitate an injection of Group 4 Securicor (G4S) operations in Trinidad line-up and obtained three major tenders for the to profitability but the difficulties for commercial additional funds required to support direct buying and Tobago continue to record strong results across service during the year. The company retained its aviation are expected to continue during 2010. and better credit terms and prices with suppliers. its core competencies despite the contraction of Pereira & Company Limited 46 Guyana Limited (CCS) exceeded successfully The commercial Seawell The division Associated Companies and significant lows However, BHL’s in orange juice indications are that the price increase should hold for the foreseeable future. Bahamas Supermarkets Limited 47 Chief Executive Officer’s Report the economy and the shrinking labour market. substitutes, and lower overheads to deliver a strong was introduced at the beginning of the financial year. The strategic decision, to position the company as performance. The matrix was used to evaluate and report on the a partner that provides outsourced services within Medina Foods Incorporated of Montreal, Canada sustained efforts for each of the individual companies At Neal & Massy we recognize and nurture the sectors where security and safety risks are a strategic provides consultancy services and food safety audit across the group and compare progress being made symbiotic relationship between our Corporate Social threat, has served the business well. services to food processors and producers for the among the Group’s companies. Monthly reviews Responsibility and our companies’ human capital G4S operations in Barbados had a difficult year, as development and implementation of food safety were conducted during the HSSE meetings with all development and financial performance. We realize a quality provider for security services, operating in assurance programmes. A key area of its business of the practitioners, and at quarterly meetings which that our investments and efforts to contribute to contracting economies. Management has responded is the audit of airline caterers worldwide on behalf included CEO’s and Directors. educational, social, cultural, sporting and community and 2010 should see much improved results. of many major airlines in a strategic alliance with In consultation with Group companies that had initiatives in the countries in which we operate Signia Financial Group in Barbados performed IATA. While still a small company, Medina’s results already adopted comprehensive HSSE Management redound to our benefit. Healthier, better educated very well. The lending department continues to be have improved in recent years although profits were systems, an overall HSSE Management System and more fulfilled citizens are better employees, the main driver of profits with marked year-on-year reduced this last year as a result of lower airline framework was developed for the Neal & Massy Group customers and business associates. The more increases in profitability and loan growth. However, activity. of companies and introduced at the beginning of the impact we can have towards the enrichment and with the decline in the stock market, the profitability year. Each company within the Group is required to development of the societies in which we operate, is of the equity trading department has fallen. Foreign adapt and adopt the HSE Management System for the safer and more prosperous those societies will be CORPORATE SOCIAL RESPONSIBILITY exchange trading provided a good contribution, but HEALTH, SAFETY SECURITY AND THE its operations. The required training and awareness for our business operations. this was also negatively impacted by the economic ENVIRONMENT (HSSE) was conducted for all of the HSSE practitioners. Neal & Massy’s initiatives and investments in the Companies have begun implementing the system interests of its Corporate Social Responsibility have environment and reduced foreign exchange in the market. Interest rates have declined, reducing This financial year saw a continued emphasis on the and are continuing to improve in preparation for been outlined earlier in this report and are not funding costs and positively impacting interest deepening of the HSSE processes and procedures audits during this financial year. repeated in this section. Please review the Corporate income. embarked upon previously. Continued in place to manage delinquencies and given the Specific to the Group reporting requirements with the Occupational Safety and Health (OSH) continued contraction of the market, the company is a concerted effort was made regarding monthly Act are complied with have resulted in satisfactory approaching 2010 with prudence. submission of the HSSE Leading and Lagging compliance levels across the Group over the past Caribbean Airport Services Limited (CAS) Indicators. The compiled data was analysed in financial year. The audit function within the HSSE which provides ground handling services at Antigua’s order to determine the overall performance of the Management system will be used as the assurance international airport is a joint venture between LIAT companies within the Group. It must be noted that tool for continued monitoring and improvement in The late Bernard Dulal-Whiteway was an inspirational (51%) and Seawell Air Services (49%). During this there has been improvement in all cases with the this regard. leader. His flame burned brightly through his year, CAS lifted its image by improving customer service most significant being a reduction in the number A number of visits were conducted at the regional leadership example and the mentoring that he through staff training and fine tuning its standard Days Away from Work Cases (DAFWC). Root locations in Guyana, Barbados and Jamaica and these provided to Neal & Massy executives and others. He operating procedures. CAS improved its operating Cause analyses were conducted within the incident locations appraised of their observed performance leaves behind him a legacy of exceptional performance performance investigation process and Lessons Learnt discussed levels. These visits will continue in order to gauge and important values that are treasured at Neal & handling fees. CAS was also awarded the contract to and shared during monthly meetings. and assist with improved levels of performance and to Massy. He has inspired many of us to emulate his handle two additional carriers, one from October 2009 From the Leading and Lagging Indicators reported enhance Group and other reporting and compliance warmth, humility and fairness that balanced his and one other during the 2009/10 winter. on a monthly basis, an overall HSSE performance obligations. astute business sense. Bernard passed the torch Tower Hill Merchants PLC, based in the matrix which plots companies’ composite performance to a group of executives whom he recruited and UK, benefited from a combination of stable food against HSSE Lagging Indicators (outcomes) versus developed individually to continue the great work of ingredient performance against HSSE Leading Indicators (inputs) the Neal & Massy group of companies in providing 48 The company put additional measures and prices, achieved new increases business in with certain product emphasis on ensuring compliance Social Responsibility section at the front of this Annual Report to review our CSR contributions in 2009. CLOSING REMARKS 49 healthy returns to shareholders, creating a safe and strengthen the senior leadership team. He created for his mentorship and guidance. His legacy is etched fulfilling work environment for its employees, and two new job titles: Executive Vice President and in our hearts and our minds. He leaves behind a contributing to the development of the societies in Senior Vice President. Consistent with the desire strong and great company with a track-record for which we operate. to leverage the broader executive team in group performance, caring that extends to its employees, As a result of my appointment as President and leadership roles, we are proud to announce that customers and communities in which it operates and Group CEO, Linford Carrabon who chaired the Paula Rajkumarsingh, having been appointed to the a thirst for excellence. We have inherited a company Automotive and Industrial Equipment Business Unit Neal & Massy Holdings Board of Directors in 2009 that is a Force for Good in our home countries and last year, will replace me as the Executive Chairman joined Anthony King and Earl Boodasingh as an for our region. of the Energy and Industrial Gases Business Unit. Executive Vice President of the Group. In addition, I thank and congratulate the entire Neal & Massy As the previous CEO of Industrial Gases Limited other Executive Chairmen of Business Units, Linford team, including our recently acquired Barbadian as well as previous Chief of Staff for Neal & Massy Carrabon, Frere Delmas, Keith Thomas were also colleagues Wood Group’s SOCA contract with bpTT, Linford appointed as Senior Vice Presidents in addition to response to the economic downturn. I appreciate is no stranger to the Energy and Industrial Gases Christian Maingot, Judith Bowen and David O’Brien their dedication and commitment demonstrated in leadership team and client base. who are already Senior Vice Presidents. work ethic and the Group’s results. David O’Brien who chaired the Property/Construction In 2010, the Group will continue its focus on the I also thank our Chairman, Arthur Lok Jack and Services and Financial Services Business Units will 5 Management Priorities which were identified for my fellow Board members for their counsel and replace Linford Carrabon as the Executive Chairman running all companies during the current economic support through a very difficult year. I am honoured of the Automotive and Industrial Equipment Business down-turn: being realistic about what can or is likely by the confidence they have bestowed upon me and Unit. The Pres-T-Con Group of companies will move to happen, disciplined working capital management, will continue to seek their valuable counsel in the to the Automotive and Industrial Equipment Business cost reduction and asset utilization improvement, future. Unit and continue to be chaired by Mr. O’Brien. tight controls and attention to risk management, and To our prized customers and business associates, Anthony King, CEO of BS&T will continue his role thinking outside the box will continue to be guiding thank you for your continued support and partnership. as the Executive Vice President for Neal & Massy in priorities for running the operations of the Group’s We are continuously learning and continuously Barbados and will take on the additional responsibility companies. In addition, the Group is well poised to improving, so we look forward to your continued of continue its growth objectives. Select opportunities support and feedback. Financial Services, Property and Other Business unit. for inorganic growth will be considered in 2010. To our shareholders, I appreciate the faith and In addition to recombining the property and financial The Group has some assets and investments confidence that you demonstrate by investing in our services companies into a single Business Unit, other which are not earning returns commensurate with Group. We continue to operate with your interest at companies such as the Magna companies, DaCosta capital employed. The Group’s portfolio of assets and the forefront of our concerns. We look forward to Manning, Roberts Manufacturing and the airport investments is being reviewed and divestment of serving you for many years to come. services companies have also been added to this some non-strategic assets will be pursued in 2010. Unit. Along with its portfolio review, the Group will also The Information Technology and Communications revisit its long-term corporate strategy and develop Business Unit will retain the traditional ITC related Business Unit strategies for implementation over the companies as well as security services related next 5 years. subsidiaries and associates. In closing, I wish to express my condolences to the Last year, Bernard Dulal-Whiteway introduced new family, friends and associates who survive Bernard job titles and new job responsibilities in his quest to Dulal-Whiteway. I will forever be grateful to Bernard 50 Executive Chairman for the re-intergrated for their hard work and proactive 51 DIRECTOR’S REPORT DIRECTOR’s INTEREST The Directors have pleasure in submitting their Report and the Audited Financial Statements for the financial The interests of the Directors holding office at the end of the financial year in the Ordinary Shares of the year ended 30th September 2009 Company were as follows: 30/9/09 30/9/09 Principal activities The main activity is that of a Holding Company. Beneficial R. Balgobin 6,500 “ R. Bermudez 27,849 “ T.M. Boopsingh 4,000 “ E. Boodasingh 146,438 “ R.G. Cave Nil “ B.S. Dulal-Whiteway 736,641 “ A. C. Fields 1,000 “ G.A. King 75,000 “ A. Lok Jack 500,981 “ W.P. Lucie-Smith 17,897 “ Dividends Paula Rajkumarsingh 115,995 “ The Directors declared a final dividend of $1.00 per share, making a total dividend of $1.40 per share E.G. Warner 41,257 “ for the financial year. The final dividend will be paid on 18th January 2010 to shareholders whose names B.W. Young Nil “ Financial results for the year $000’s Profit attributable to shareholders 435,412 Dividends paid and declared Interim paid (39,863) Final declared (99,786) (139,649) Profit retained for the year 295,763 Other movements on revenue reserves (90,647) Balance brought forward 1,857,806 Retained earnings at end of year 2,062,922 Ordinary Shares Non-Beneficial appear on the Register of members of the Company at the close of business on 30th December 2009 There has been no change in the Directors’ interests occurring between the end of the Company’s financial Directors year and one month prior to the date of the notice convening the Annual Meeting. Pursuant to paragraph 4.6.1 of By-Law No. 1 of the Company Dr. Rolph Balgobin, Mr. R. Geoffrey Cave, Mr. G. Anthony King, Mr. Arthur Lok Jack, Mr. William Lucie-Smith and Mr. E. Gervase Warner retire from There were no beneficial interests attached to any shares registered in the names of the Directors in the the Board by rotation and being eligible offer themselves for re-election until the close of the third Annual Company’s subsidiary companies, such shares being held by the Directors as nominees of the Company Meeting following this appointment. or its subsidiaries. Pursuant to paragraph 4.6.1 of By-Law No. 1 of the Company Mr. Brian Young retires from the Board by rotation and pursuant to paragraph 4.8 of By-Law No. 1 of the Company, Mr. Brian Young having attained the age of seventy one years and being eligible offer himself for re-election until the close of the next Annual Meeting following this appointment. At no time during or at the end of the financial year has any Director had any material interests in any contract or arrangement in relation to the business of the Company or any of its subsidiaries. Substantial Interests Directors’ and Substantial Interests These should be read as part of this report. Auditors The National Insurance Board 30/9/09 15/11/09 Ordinary Shares 17,958,658 18,059,199 The Auditors, PricewaterhouseCoopers, retire and being eligible offer themselves for re-appointment. By Order Of The Board A substantial interest means one-tenth or more of the issued share capital of the Company. Michael A. Phillip Company Secretary 15 December 2009 52 53 BOARD OF DIRECTORS Arthur Lok Jack Mr. Warner also holds BSE Degrees in Electrical In 1998, Mr. Lok Jack was elected to the Board of Engineering and Computer Science Engineering from Neal & Massy Holdings Limited and was appointed the University of Pennsylvania and has over 20 years Chairman in June 2004. He is also the Executive of international experience working in the USA, Latin Chairman of the Associated Brands Group of America and the Caribbean. Companies and Chairman of Guardian Holdings Limited and Caribbean Airlines Limited. He serves on Dr. Rolph Balgobin the Boards of many other Caribbean companies. In Dr. Balgobin is the Chairman of Quicksilver 2001, he was voted Master Entrepreneur of the year Convenience Ltd. and The Competitiveness Company. and in 2002, he was awarded an Honorary Doctorate He previously held the posts of Executive Director Chairman of Laws and recognized as a Caribbean Luminary by at the Arthur Lok Jack Graduate School of Business Trinidad and Tobago Citizen the University of the West Indies. Mr. Lok Jack is and Project Director in the Global Business Services also a recipient of the prestigious Chaconia Medal Unit of Proctor & Gamble for the Europe, Middle East (Gold) for his contribution to business development and Africa region. in Trinidad and Tobago. In 2004 he was inducted He holds a Doctor of Business Administration (DBA) into Queen’s Royal College (Alma Mater) Hall of degree from the Manchester Business School at the Honour and in November 2009, he was inducted University of Manchester, as well as an EMBA and a into the Trinidad & Tobago Chamber of Industry and B.Sc. in Industrial Management from UWI. He also Commerce’s Business Hall of Fame. holds an ACCA Diploma in Corporate Governance and Arthur Lok Jack a Master of Studies from the Judge Business School at the University of Cambridge. E. Gervase Warner Dr. Balgobin currently serves as Chairman of the Mr. Warner is the President and Group CEO of the Point Lisas Industrial Port Development Company E. Gervase Warner Neal & Massy Group of Companies. Prior to and (PLIPDECO), Deputy Chairman of Electrical Industries Trinidad and Tobago Citizen throughout his appointment in 2009, he also served Limited, and is a Director of the Telecommunications as the Executive Chairman of the Group’s Energy & Services of Trinidad & Tobago (TSTT), the Brother Industrial Gases Business Unit. Jerome Foundation and Youth Business Trinidad and Mr. Warner holds an MBA from the Harvard Graduate Tobago. President & Group Chief Executive Officer School of Business Administration and prior to joining the Neal & Massy Group, he was a partner with the international management consulting firm, McKinsey & Company Inc., where he last led the firm’s client services in the Caribbean region. He has extensive experience in the financial, ITC and petroleum sectors and currently serves on the Trinidad & Tobago Board of Citigroup Merchant Bank Limited, Caribbean 54 Airlines and the Trinidad and Tobago Chamber of Dr. Rolph Balgobin Commerce. Trinidad and Tobago Citizen 55 BOARD OF DIRECTORS Robert Bermudez Trevor Boopsingh Mr. Bermudez is the Chairman of the Bermudez Group Mr. Boopsingh has had a distinguished career in the of Companies. He is also associated with several Petroleum Sector. He is, at present, the Chairman other corporate bodies in and out of Trinidad and of Caribbean Energy Specialists Limited and the Tobago. Eastern Caribbean Pipeline Company. Mr. Boopsingh is the recipient of many accolades, including the title of Distinguished Member, SPE International Earl Boodasingh in 2000; Distinguished Lecturer, SPE International Earl Boodasingh is the Chairman of Neal & Massy’s in 1977 and the Distinguished Graduate Award at Food/Consumer Distribution & Logistics Regional the 50th Anniversary of the University of the West Business Unit. Indies. In 2002 he was also awarded the Chaconia Mr. Boodasingh joined the Neal & Massy Group in Medal (Gold). Mr. Boopsingh, who is also a MSc. 1981 and has held many senior positions across the Graduate in Petroleum Reservoir Engineering from Group throughout his tenure. His career within the the University of London, is the author of the book group began at Neal & Massy Industries Limited as “Oil, Gas and Development”. Robert Bermudez Trinidad & Tobago Citizen a Cost and Management Accountant. He went on to hold the positions of Financial Comptroller and Financial Director for a number of companies and major divisions, including the Marketing & Distribution Division and the Hi-Lo Food Stores Division. He later served as CEO for both divisions, consecutively. In 2003 he was appointed as the Transition Manger for H.D Hopwood & Company Limited in Jamaica. In 2005, Mr. Boodasingh was appointed as the Earl Boodasingh Trinidad and Tobago Citizen Executive Chairman of the Neal & Massy Automotive & Industrial Equipment Business Unit. In 2007, he assumed the position of Executive Chairman of the Group’s Retail, Distribution & Logistics Business Unit. Trevor Boopsingh Trinidad and Tobago Citizen 56 57 BOARD OF DIRECTORS Geoffrey Cave Barbados Dairy Industries Ltd. and Cable & Wireless Geoffrey Cave is the Chairman of the Board of (Barbados) Ltd. He was recently appointed Chairman Directors of Cave Shepherd & Co. Limited – a of the Caribbean broadcasting Corporation. He is Barbados-based corporation with subsidiary and Barbados’ non-resident Ambassador to the Peoples associate companies located across the region. Republic of China. He also serves as an Independent Mr. Cave joined Cave Shepherd, which was a Senator in the Barbados Parliament. family-run business at the time, in 1963 and was later appointed as the company’s Managing Director then elected as Chairman. He has enjoyed a distinguished G. Anthony King career in business, serving as Director and Chairman G. Anthony King has been the Group Chief Executive of several leading private and public organizations in Officer of the Barbados Shipping & Trading Company Barbados. Limited (BS&T) since October 1, 2004. In 2000, Mr. Cave was awarded the Barbados Mr. King is also a Director of other publicly traded Centennial Honour and the Caribbean Master companies in Barbados such as Banks Holdings Entrepreneur Award the following year. In the Limited, Almond Resorts Inc. and the Barbados Queen’s New Years’ Honour’s List in 2003, he was National Bank. He is also the Chairman of the appointed Commander of the Most Excellent Order of Tourism Development Corporation in Barbados the British Empire and in October 2007 the University and a Director of the Barbados Private Sector of the West Indies conferred on him an Honorary Association. Degree of Doctor of Laws (LLD). More recently, in His business career spans almost 35 years, 23 of October 2009, he was appointed an Independent which were spent with the Neal & Massy Group. Prior Senator by the Governor General of Barbados. to his departure to take up the BS&T appointment, he led Neal & Massy’s Eastern Caribbean Group of Companies. SIR ALLAN FIELDS He has been associated with various private sector Sir Allan Fields joined the Neal & Massy board in organisations, as a Past President of the Barbados 1998 to 2008, and was reappointed in 2009. He was Chamber of Commerce & Industry, as well as a the Chairman of the Barbados Shipping & Trading Director of the Caribbean Association of Industry and Co. Ltd. (BS&T). Formally trained in Mechanical Commerce (CAIC). He continues to participate in Engineering, he has served as Managing Director of the community as a Trustee of the Barbados Youth Lucas Industries Barbados’s operations, BS&T and Business Trust. Geoffrey Cave Barbadian Citizen Sir Allan Fields Barbadian Citizen Banks (Barbados) Breweries Ltd. Sir Allan serves on many Boards in Barbados, including the Barbados National Insurance Corporation, First Caribbean International Bank, the Barbados Employers Confederation and the YMCA. He is also Past President of the Private Sector G. Anthony King Organization and Chairman of Banks Holdings Limited, Barbadian Citizen 58 59 BOARD OF DIRECTORS William Lucie-Smith Brian Young Mr. Lucie-Smith is a Chartered Accountant Mr. Young is the Chairman of Neal & Massy Group by profession and a former Senior Partner of (Jamaica) Limited, Cool Petroleum Limited, an PricewaterhouseCoopers ( Trinidad ) where he headed associate company of Neal & Massy Holdings Limited its Corporate Finance and Recoveries practice. Mr. and Chairman of the Audit Committee of Neal & Lucie-Smith has accumulated extensive experience Massy Holdings Limited. in mergers and acquisitions, taxation and valuations A former Senior Partner of PricewaterhouseCoopers and holds an MA degree from Oxford University in (Jamaica), Mr. Young has held his position on the Board Philosophy, Politics and Economics. He currently of Neal & Massy Holdings Limited for the past 14 years. serves as a non-Executive Director on a number of He is highly experienced in the areas of corporate William Lucie-Smith Boards including Republic Bank and Sagicor Financial finance, mergers and acquisitions, insolvency and Trinidad and Tobago Citizen Corporation. management information systems, with 45 years of management consultancy experience. Mr. Young is currently on the Boards of Trinidad PAULA RAJKUMARSINGH Cement Limited, Caribbean Cement Company Paula Rajkumarsingh is a Corporate Financial Limited, RBTT Jamaica Limited, Bermudez Holdings Executive, with over 10 years of experience at a Limited, Trade Winds Jamaica Limited and has served senior management level, and the Group’s Chief on many Jamaican Government teams. Financial Officer. She is currently a Director on the Parent Board of First Caribbean International Bank in Barbados and First Caribbean International Bank in Trinidad & Tobago. She is also a Director of a private Equity Fund (DevCap) and served on the board of Sugar Manufacturing Company for four years. Paula Rajkumarsingh Trinidad and Tobago Citizen Brian Young Jamaica Citizen 60 61 NOTICE OF MEETING TO ALL SHAREHOLDERS SCHEDULE A Text of Proposed Resolution to be considered at the Annual Meeting of Shareholders of Neal & Massy Holdings Limited (the “Company”) to be held on Friday 29th January, 2010. NOTICE IS HEREBY GIVEN that the Eighty-Sixth Annual Meeting of Shareholders of Neal & Massy Holdings Limited (“the Company”) will be held at the Belmont Salon, Hilton Trinidad, Lady Young Road, Port of Spain, Ordinary Resolution Trinidad on Friday 29th January 2010 at 10:00 a.m. for the following purposes: Resolved:1To receive and consider the Report of the Directors and the Audited Financial Statements for the financial year ended 30th September, 2009 together with the Report of the Auditors thereon, and to 1 note the final dividend. “THAT, in accordance with the requirements of paragraph 4.6.1 of By-Law No. 1 of the Company, Dr. Rolph Balgobin, Mr. R. Geoffrey Cave, Mr. G. Anthony King, Mr. Arthur Lok Jack, Mr. William Lucie-Smith and Mr. E. Gervase Warner each be and each of them is hereby elected a Director of the Company to 2To elect Directors. hold office until the close of the third Annual Meeting of the Shareholders of the Company following this election” 3 To appoint Auditors and authorise the Directors to fix their remuneration and expenses for the ensuing year. 2 “THAT, in accordance with the requirements of paragraph 4.6.1 and 4.8 of By-Law No. 1 of the Company, Mr. Brian Young who attained the age of seventy one years be and is hereby elected a The texts of the proposed resolutions in relation to item 2 are annexed hereto as Schedule A. Director of the Company to hold office until the close of the next Annual Meeting of the Shareholders of the Company following this election” By Order Of The Board Michael A. Phillip Company Secretary 15 December 2009 NOTES: 1No service contracts were entered into between the Company and any of its Directors. 2 A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his or her stead. Such proxy need not also be a member of the Company. 3 Attached is a Proxy Form which must be completed, signed and then deposited with the Secretary of the Company not less than 48 hours before the time fixed for holding the Meeting. 62 63 MANAGEMENT PROXY CIRCULAR Republic of Trinidad and Tobago The Companies Act, Ch. 81:01 [Section 144] 1 Name of CompanyNEAL & MASSY HOLDINGS LIMITED Company No. 2 Particulars of Meeting Eighty-Sixth Annual Meeting of Shareholders of the above named Company to be held at the Belmont N-20(C). Salon, Hilton Trinidad, Lady Young Road, Port of Spain, Trinidad at 10:00 a.m. on Friday 29th January, 2010. 3 Solicitation It is intended to vote the Proxy solicited hereby (unless the shareholder directs otherwise) in favour of all resolutions specified therein. 4 Any Director's statement submitted pursuant to Section 76(2) No statement has been received from any Director pursuant to Section 76(2) of the Companies Act, Ch. 81:01. 5 Any Auditor's statement submitted pursuant to Section 171(1) No statement has been received from the Auditors of the Company pursuant to Section 171(1) of the Companies Act, Ch. 81:01. 6 Any Shareholder's proposal submitted pursuant to Sections 116(a) and 117(2) No proposal has been received from any Shareholder pursuant to Sections 116(a) and 117(2) of the Companies Act, Ch. 81:01. DateName and TitleSignature 64 15th December 2009 Michael A. Phillip Company Secretary
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