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                         2016
                         INTEGRATED REPORT
2016 INTEGRATED REPORT - MarketScreener.com
CONTENTS

 2    Realising potential through business viability
 4    About this report
 6    Group at a glance

 16   YEAR AT A GLANCE
                                                       REALISING POTENTIAL
      Global food and beverage consumer context
16    and trends
18    Realising potential through value creation
      Realising potential through strategy
30    implementation
38    Chairman’s report
40    Chief executive officer’s report
44    Financial review

 50   OPERATIONAL REPORTS

50    Operational report: Essential Foods
54    Operational report: Groceries
62    Operational report: International

 70   SUSTAINABILITY REPORT
                                                                             Over the past four years, Pioneer Foods
                                                                             created an exceptional platform for
72
85
      Sustainability themes, goals and enablers
      Corporate social investment
                                                                             growth. The anomalous challenges of
88    B-BBEE
                                                                             the past year interrupted our stride
88    Communication and stakeholders                                         compared to the momentum gained
94    Enterprise development                                                 previously. However, significant
95    Environment                                                            potential remains to create value
106 CORPORATE GOVERNANCE                                                     through our six strategic themes.
      Board of directors and executive                                                                                – PM Roux,
108   leadership team
      Compliance
                                                                                                           Chief Executive Officer
118
126   Risk report
134   IT governance report
136   Remuneration report
151   Value-added statement
152   Summary consolidated financial statements

                                                                              GREYMATTER & FINCH # 10163   INTEGRATED REPORT | 2016   1
                                                                                                           INTEGRATED REPORT | 2016   1
2016 INTEGRATED REPORT - MarketScreener.com
REALISING POTENTIAL

REALISING POTENTIAL
THROUGH BUSINESS VIABILITY
Pioneer Foods is one of the major contributors to food security and nutrition in South Africa. Through our
business activities, we offer consumers a choice of food and beverage products that we produce as responsibly
and cost-effectively as possible, in collaboration with a network of producers and suppliers. Through our            Shared value creates business
networks, we are able to create and optimise opportunities to generate shared value, and deliver positive and
sustainable outcomes for all involved. To ensure that we can continue to do this, while we grow our ability to
                                                                                                                     viability. This is achieved by
serve different markets, we are impelled to increase long-term shareholder and social value as we decrease our
use of materials and their possible negative impact on society and the environment. We actively manage the
                                                                                                                     realising the long-term
trade-offs between economic viability and social and environmental responsibility.                                   potential of the Group –
This integrated report will provide insight into our shared value creation through commercial and non-
commercial activities – all of which are aimed at realising sustainable food security. On the commercial side,
                                                                                                                     an undertaking that informs
we source, process, package and market our products through a range of power brands. Our non-commercial
activities support projects such as feeding schemes, and education and health initiatives that empower
                                                                                                                     the core theme of this report.
communities to participate in securing their own food for the future.

Pioneer Foods’ approach to shared value
When we as a Group are the best we can be, we know that we have created the best possible value for the
communities within which we operate and sell our products. We do not measure this purely in financial terms.
Profitability is important, but it is equally important that, through our business activities, we make progress in
addressing uniquely South African social and environmental challenges.                                               Shared value highlights
The six capitals provide an effective mechanism to test our assumptions about shared value. They spur us on
to analyse the way our business uses, transforms, renews, creates or destroys the resources offered by the
capitals. If it is not approached from a responsible, long-term point of view, it has the capacity to decrease
shared value.
This integrated report includes a chapter on Pioneer Foods’ business model, which explains the six capitals and      SHAREHOLDER VALUE OF                                THE PIONEER FOODS EDUCATION AND
how these inform our strategy. The outcome of our business model is shaped by stakeholder expectations, as
well as an evolving business approach that started with philanthropy and moved towards corporate social
responsibility. For Pioneer Foods, the test today is how much shared value we create.
                                                                                                                     R1.5 BILLION
                                                                                                                     created over the past three years through the
                                                                                                                                                                         COMMUNITY TRUST (“PFECT”) SPENT

                                                                                                                                                                         R12.1 MILLION
We have included four examples of initiatives where Pioneer Foods applied the principle of shared value in           distribution of dividends, lowering the dividend    on community and education-related
selecting and investing in community projects. We focus on the individual as much as on the collective. You can      cover and through the 99% capital appreciation      programmes since its establishment in 2012
read more about our approach in the account of Loyiso Mbete’s journey towards owning a profitable business,          in the share price
                                                                                                                                                                         ENERGY-EFFICIENCY AND OPTIMISATION
school children receiving the essential nutrition to help them learn, the safe space created at the Mbekweni                                                             PROJECTS DELIVERED SAVINGS OF
                                                                                                                     INFRASTRUCTURE INVESTMENTS OF

                                                                                                                     R1.9 BILLION                                        R66.7 MILLION
Youth Centre for young people in a township, and our support of new farmers in Napier.
When attempting to quantify the impact of these initiatives, it is necessary to measure our success over time.
Social value often accumulates along a different timeline to economic value.                                         to build and optimise production and distribution   over the past three years
Pioneer Foods further requires that shared value initiatives be of such a scale that they have a noticeable          facilities over the past three years delivered 8%
financial impact on the value network. One of our other challenges in creating shared value lies in the extent to
which primary agricultural production falls beyond the boundaries of our operations. By involving suppliers in
planning, and engaging with stakeholders like government on enablers such as tariffs and legislation, we extend
                                                                                                                     more capacity

                                                                                                                     COMMUNITY BENEFICIARIES RECEIVED
                                                                                                                                                                         R443 MILLION
                                                                                                                     R34.1 MILLION
                                                                                                                                                                         value created for more than 5 737 beneficiaries
our influence on and participation in the shared value creation process as far as possible.                                                                              of the Phase I Broad-Based Black Economic
                                                                                                                                                                         Empowerment (“B-BBEE”) scheme launched
                                                                                                                     over the past three years through our support       in 2006
                                                                                                                     of corporate social investment (“CSI”) projects
                                                                                                                     contributing to the general health and well-being
                                                                                                                     of society

2        PIONEER FOODS                                                                                                                                                                  INTEGRATED REPORT | 2016           3
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REALISING POTENTIAL

ABOUT THIS REPORT
Scope and boundary
This integrated report covers the South African              These investments include:                                 The summary consolidated financial statements for
and international operations of the Pioneer Food             • Heinz Foods SA (49.9%)                                   the financial year can be found on page 152.                Forward-looking statements
Group Ltd (“Pioneer Foods”) or (“the Group”)                                                                            The integrated report and a complete set of annual
                                                             • Bowman Ingredients (SA) (50%)                                                                                        All statements other than those of historical facts
for the financial year from 1 October 2015 to                                                                           financial statements are available on the Group’s
                                                                                                                                                                                    included in this report are forward-looking
30 September 2016. The integrated report (“report”)          • Bokomo Namibia (50%)                                     corporate website at www.pioneerfoods.co.za.
                                                                                                                                                                                    statements. Where the Group expresses or
addresses financial and non-financial information to         • Bokomo Botswana (50%)                                    The integrated report can be requested in print
                                                                                                                                                                                    implies an expectation or belief as to future
enable stakeholders to make an informed decision                                                                        format from the company secretary, Jay-Ann Jacobs
                                                             •	
                                                               Food Concepts Pioneer, Nigeria (50.1%)                                                                               events or results, such expectation or belief is
about the Group’s performance during the past                                                                           (Jay-Ann.Jacobs@pioneerfoods.co.za).
                                                                                                                                                                                    expressed in good faith and believed to have a
financial year and about our future strategies to            •	
                                                               Alpen Food Company South Africa (50%)
realise potential.
                                                                                                                        Assurance                                                   reasonable basis. However, forward-looking
                                                             • Amigear Ventures, Botswana (49%)                                                                                     statements are subject to risks, uncertainties and
                                                                                                                        Pioneer Foods follows a combined assurance model
The report covers the three operational divisions,           •	
                                                               Future Life Health Products (50%)                                                                                    other factors that could cause actual results to
                                                                                                                        to optimise the assurance coverage obtained from
including South African and international operations,                                                                                                                               differ materially from future results expressed,
                                                             The structure of this report is predominantly the          management, internal and external assurance
and consists of:                                                                                                                                                                    projected or implied by such forward-looking
                                                             same as in the previous year and the content remains       providers. This entails three levels of internal and
                                                                                                                                                                                    statements. Such risks include, but are not
    1   Essential Foods, which manufactures wheat
        and maize products and pasta, packs rice,
        beans and other dried vegetables, and has
                                                             inclusive of the financial performance, social and
                                                             environmental initiatives and governance structures
                                                             that support Pioneer Foods in its ability to create
                                                                                                                        external assurance, with details of accountabilities
                                                                                                                        set out in the risk report on page 126.
                                                                                                                                                                                    limited to, commodity price volatility, currency
                                                                                                                                                                                    fluctuations, increased production costs, political
                                                                                                                        The financial statements included in this report were       and operational risks in the countries in which the
        large bakery operations.                             value in the short, medium and long term.
                                                                                                                        independently audited by PricewaterhouseCoopers Inc.        Group operates, governmental regulation and

    2   Groceries, which produces breakfast cereals,         International operations contribute 15% to revenue;        An assurance statement by Ernst & Young Inc. (EY)           judicial outcomes. Pioneer Foods gives no
        rusks, cake mixes, baking aids, dried fruit          therefore, the reporting emphasis is on South Africa.      that relates to selected non-financial data                 guarantees or warranties that any of the future
        products, nuts, sweet and savoury spreads,           Non-financial indicators relate to wholly owned            is available on the Pioneer Foods website at                events, expectations or results referred to in the
        ready-to-eat salads, long-life fruit juices, fruit   South African operations, unless specifically              http://bit.ly/PioneerFoodsEYAssurance2016. The KPIs         forward-looking statements will happen or
        concentrate mixtures and dairy fruit blends.         indicated otherwise.                                       included in the scope of EY's assurance are indicated       materialise. Furthermore, the Group is under no
                                                                                                                        with an LA in the report. Pioneer Foods’ B-BBEE             obligation to release publicly any revisions to
                                                             Reporting approach
    3   International, which comprises a fruit juice
        and industrial dried fruit export business,
        in-country breakfast cereals and fruit snacking
                                                             This report considers international and South African
                                                             reporting guidelines and best practices, including:
                                                                                                                        verification by Empowerdex is also available on
                                                                                                                        the website at www.pioneerfoods.co.za.
                                                                                                                                                                                    forward-looking statements reflecting events and
                                                                                                                                                                                    circumstances after the date of this report, or to
                                                                                                                                                                                    reflect the occurrence of unanticipated events,
        operations in the United Kingdom, as well as                                                                    The Group adheres to a range of health and safety
                                                             • 	 The revised King Code on Governance Principles                                                                    except as may be required under applicable
        bakery operations in Nigeria and milling and                                                                    standards, which provide further external verification
                                                                  for South Africa (“King III”)                                                                                     securities laws.
        distribution joint ventures in Namibia and                                                                      and are listed on page 74 of the sustainability report.
        Botswana.                                            • 	 The JSE Listings Requirements
                                                             • International Financial Reporting Standards (“IFRS”)
The results of the equity-accounted joint venture
                                                             • 	The Companies Act, Act 71 of 2008, as amended
investments based in South Africa, Nigeria, Botswana                                                                      Navigational icons                                      Board approval
and Namibia do not form part of the International            • The Department of Trade and Industry’s
                                                                                                                          The following icons have been applied throughout        The Board, assisted by the audit committee, is
segmental results.                                             (dti’s) B-BBEE Codes of Good Practice
                                                                                                                          the report to improve usability and to highlight        responsible for the integrity and completeness of this
                                                             • 	International Integrated Reporting Council (“IIRC”)     the integration between the relevant elements of        report. The Board reviewed the 2016 integrated report
                                                                   Framework                                          the report:                                             on 17 November 2016 and is satisfied that it is a fair
                                                             The Group also determined content by applying the                	Pioneer Foods’ website:                           and accurate representation of the Group’s
                                                             principle of materiality. The risk process, which                  www.pioneerfoods.co.za                            performance and prospects.
                                                             involved an executive review and the recent
                                                             implementation of a risk management tool, formed                  Page reference
                                                             the basis of the process, which is integrated within all
                                                             divisions and functions. It provided the Group with a
                                                             strategic view of the external environment and
                                                             associated opportunities and risks. All matters that
                                                             substantively affect Pioneer Foods’ ability to create
                                                             shared value are addressed in this report.

4        PIONEER FOODS                                                                                                                                                                            INTEGRATED REPORT | 2016                5
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REALISING POTENTIAL

GROUP AT A GLANCE                                                                             Pioneer Foods is the second largest listed fast-moving
                                                                                              consumer goods (“FMCG”) company in South Africa with a
                                                                                              market cap of R40.4 billion at 30 September 2016, producing and
                                                                                              distributing a range of branded food and beverage products.

Pioneer Foods                                                                                 The Group operates mainly in South Africa, providing wholesale, retail and informal
                                                                                              trade customers with products of a high standard. Pioneer Foods exports to more
                         ESSENTIAL FOODS       GROCERIES               INTERNATIONAL
was established          manufactures          produces breakfast      comprises a well-
                                                                                              than 60 countries across the globe.

in 1997 and              wheat and maize
                         products and
                                               cereals, rusks,
                                               cake mixes, baking
                                                                       established fruit
                                                                       juice and industrial
                                                                                              The Group operates a number of world-class facilities, producing a range of
                                                                                              products that includes some of the most recognisable and best-loved brand names
listed on the            pasta. The division
                         packs rice, beans
                                               aids, dried fruit
                                               products, nuts,
                                                                       dried fruit export
                                                                       business with a
                                                                                              in South Africa, such as the following power brands: Ceres, Liqui-Fruit, Safari,
                                                                                              Sasko, Spekko, Bokomo, Weet-Bix and White Star. Many of these brands
Johannesburg             and other dried       sweet and savoury       footprint across       maintain leading positions in their respective market categories:
                         vegetables; and       spreads, ready-to-      Africa, Europe,
Stock Exchange           has large bakery      eat salads, long-life   North America,

(“JSE”) in 2008.         operations.           fruit juices, fruit     Asia and the Middle

It has three
                                               concentrate
                                               mixtures, ice teas
                                                                       East. Furthermore,
                                                                       the division
                                                                                              Market position (value)
                                               and dairy fruit         manages in-country
main divisions:                                blends.                 breakfast cereals
                                                                       and fruit snacking
                                                                       operations in the

                                                                                                        1                                                                                     2
                                                                       United Kingdom,
                                                                       as well as joint
                                                                       venture bakery
                                                                       operations in
                                                                       Nigeria and milling
                                                                       and distribution
                                                                       joint ventures
                                                                       in Namibia and
                                                                       Botswana.
        DIVISIONAL                                                                                             WHITE STAR                                                           CERES*
     CONTRIBUTION                                                                              Essential Foods (Maize meal)                                                         Groceries (Long-life fruit juices)

                                                                                                                   WEET-BIX                                                         SASKO

             REVENUE
                         R12.9                 R4.7                    R3.0                      Groceries (Breakfast cereal)                                                       Essential Foods (Bread and
                                                                                                                                                                                    wheaten flour)
                         BILLION               BILLION                 BILLION                                 LIQUI-FRUIT
                                                                                              Groceries (Long-life fruit juices)                                                    SPEKKO
                                                                                                                                                                                    Essential Foods (Rice)

    OPERATING PROFIT
                         R1 249                R542                    R484                                           SAFARI
                                                                                                     International (Dried fruit)
                         MILLION               MILLION                 MILLION
                                                                                                                  BOKOMO
                                                                                                 Groceries (Breakfast cereal)

    OPERATING MARGIN     9.7%                  11.5%                   15.9%                  * Ceres is also a significant global brand.

6      PIONEER FOODS                                                                                                                                                     INTEGRATED REPORT | 2016                  7
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REALISING POTENTIAL

GROUP AT A GLANCE CONTINUED                                                                                                                               Pioneer Foods’ ability to realise the
                                                                                                                                                          potential of its brands is confirmed by the
2016 HIGHLIGHTS                                                                                                                                           recognition received through a range of customer, industry
                                                                                                                                                          and packaging awards. During the past year, we achieved
+10%
REVENUE FROM
                                                              +6%
                                                              OPERATING PROFIT* FROM
                                                                                                                                                          the following:

CONTINUING OPERATIONS:                                        CONTINUING OPERATIONS:

R20.6 BILLION
2015: R18.7 billion
                                                              R2.27 BILLION
                                                              2015: R2.15 billion                                                                         Liqui-Fruit won three awards at              Bokomo, ProNutro Toddlers
                                                              * Adjusted for the impact of the Phase I B-BBEE transaction and items of a capital nature   the 2015 Flexographic Technical Association     Moir’s instant custard
                                                                                                                                                                                                        and
                                                                                                                                                                                                        and dessert all received Ask Africa
+7%
HEADLINE EARNINGS*:
                                                              +10%
                                                              TOTAL DIVIDEND PER SHARE:
                                                                                                                                                          of South Africa (“FTASA”) Print Excellence
                                                                                                                                                          Awards for its packaging.                     KASI Star Brands Awards for brands

R1.64 BILLION                                                 365 CENTS
                                                                                                                                                                                                        that are used most loyally by South Africa’s
                                                                                                                                                                                                        township consumers.
2015: R1.53 billion                                           2015: 332 cents
                                                                                                                                                          Every year the Sunday Times Top Brands
* Adjusted for the impact of the Phase I B-BBEE transaction

                                                                                                                                                          celebrates South Africa’s best known and

COMMERCIAL                                                    SUSTAINABILITY                                                                              loved brands.                                 Moir’s jelly and ProNutro
                                                                                                                                                                                                        

HIGHLIGHTS                                                    HIGHLIGHTS                                                                                  Weet-Bix claimed first place in the           both received Ask Africa Youth Brand
                                                                                                                                                          cereal category at the 2016 awards, with      Awards.
      Execution of fixed capital investments:                       Estimated R34.4 million saved due to
      • Epping bakery upgrade                                       overall energy-saving projects (improved from                                         Bokomo Corn Flakes in fifth
      • Aeroton bakery upgrade                                      R11.7 million in 2015)                                                                place and ProNutro in tenth place.
      •	Weet-Bix new production line                               CDP, formerly the Carbon Disclosure Project,
      • 	Instant maize porridge capacity upgrade                  score of 100 – Band B (improved from Band                                             White Star was awarded South                  The   Marmite “Battle of the
      Record raisin profitability                                   C in 2015)                                                                            Africa’s top maize meal brand for the         Spreads” campaign won a range of
                                                                    R69 million of value created for beneficiaries
      Peterborough facility move and upgrade                                                                                                              fifth year in a row, while Sasko received     awards, including an African Crystal
                                                                    of the Phase I B-BBEE scheme in 2016
      Groceries margin expansion
      Acquisition of 100% in Streamfoods in the UK for
                                                                    The Pioneer Foods’ breakfast programme                                                fourth place in the essential foods           Award, 2015 Assegai Award, Nkosi
                                                                                                                                                          consumer category. Lastly, Liqui-Fruit
                                                                    provided daily nutrition to more than
      R165 million, expanding the UK exposure to the                                                                                                                                                    Award, Black Spear, 2015 New
                                                                    21 450 primary school children
      fruit snacking category
                                                                                                                                                          received a third place in the fruit-based
                                                                    The installation of large, commercial solar                                                                                         Generation Award, 2015 AMASA Award
      Acquisition of a 50% equity interest in
                                                                    systems at five Pioneer Foods’ manufacturing                                                                                        and a 2016 Bookmark Award.
      Future Life for R200 million, effective 1 Dec 2015                                                                                                  drinks category.
                                                                    facilities with a combined size of 2.5 MWp
      Rice market share and profitability                           Pioneer Foods was included in the FTSE/JSE
      Bakeries sustained progress                                   Responsible Investment Index
                                                                    R10 million committed to the private-sector-
                                                                    led South African SME Fund to support smaller
                                                                    enterprises that have a high impact on

8              PIONEER FOODS
                                                                    job creation                                                                                                                                     INTEGRATED REPORT | 2016          9
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REALISING POTENTIAL

                                                                                    The growing
                                                                               international business
GROUP AT A GLANCE CONTINUED
                                                                                 =21%
                                                                                 of operating profit      Divisional profiles
                              UK
                                       Germany                                                                                  ESSENTIAL FOODS             GROCERIES                    INTERNATIONAL
                                       Switzerland
                                                                                                                                SOUTH AFRICA                SOUTH AFRICA                 SOUTH AFRICA
         North America
                                                                                                                                • 5 wheat mills in          • 4 beverage plants in       • 2 dried fruit
                                                                                                                                  Bethlehem, Durban,          Bloemfontein,                operations in
                                                                                                                                  Krugersdorp,                Ceres (2), and               Upington and
                                                                                                                                  Malmesbury and              Wadeville                    Worcester
                                                                                                                                  Port Elizabeth            • 4 cereal facilities in
                                                                                                                                • 3 maize mills in Aliwal     Atlantis, Clayville,       UNITED KINGDOM
         Pioneer Foods is the second largest listed FMCG company in                                                               North, Estcourt and         Epping and Wadeville       • 2 breakfast cereals
         South Africa, producing and distributing a range of branded                                                              Klerksdorp                • 1 snacks and                 operations in
         food and beverage products. The Group operates mainly in                           China                               • 2 rice and legume           treats plant in              Peterborough and
                                                                                            South Korea
                                                                                                                                  plants in Cape Town         Pietermaritzburg             Wellingborough
         South Africa, providing wholesale, retail and informal trade                       Philippines
                                                                                            Japan               PRODUCTION        and Durban                • 5 accompaniments           • 1 fruit snacking
         customers with products of a consistently high standard.                                                               • 1 pasta plant in            and baking facilities        operation in Wisbech
                                                                                                                  FOOTPRINT
         Pioneer Foods exports to more than                                                                                       Malmesbury                  in Bonnievale,
                                                                                                                                                                                         NIGERIA
         60 countries across the globe.                                                                                         • 14 bakeries in Aeroton,
                                                                                                                                  Bloemfontein, Brits,
                                                                                                                                                              Johannesburg,
                                                                                                                                                              Malmesbury, Ndabeni        • 3 bakeries in Abuja,
                                                                                                                                  Cape Town (Epping           and Saldanha                 Ibadan and Lagos
                                                                                                                                  and Claremont),
                                                                                                                                                                                         BOTSWANA AND
                                                Algeria                                                                           Krugersdorp,
                                                Nigeria                                                                                                                                  NAMIBIA
                                                Ghana                                                                             Ladysmith, Mokopane,
                                                Mozambique                                                                        Olifantsfontein, Port                                  • 2 wheat and maize
                                                Zimbabwe                                                                                                                                   mills in Gaborone and
                                                Botswana                                                                          Elizabeth, Polokwane,
                                                Namibia                                                                           Shakaskraal, Tubatse                                     Windhoek
                                                Mauritius
                                                Democratic Republic of Congo                                                      and Worcester
                                                South Africa
                                                                                                                                •   Wheat flour             •   Breakfast cereals        •   Long-life juices
                                                                                                                                •   Maize meal              •   Dried fruit              •   Dried fruit
                                                                                                                                •   Rice                    •   Baking aids              •   Kids’ fruit snacking
                                                                                                                                •   Bread                   •   Desserts                 •   Breakfast cereals
                                                                                                                                •   Pasta                   •   Meals and salads         •   Baking ingredients
                                                                                                                                •   Beans and legumes       •   Spreads                  •   Maize meal
                                                                                                                                                            •   Base flavours            •   Wheat flour
                                                                                                                   PRODUCT                                  •   Nuts
                                                                                                                 CATEGORIES                                 •   Snack bars
Number of permanent employees
                                                                                                                                                            •   Rusks
                                                                                                                                                            •   Long-life juices
                                                                                                                                                            •   Sparkling juices
     SOUTH AFRICAN                                   INTERNATIONAL                                                                                          •   Carbonated soft drinks
     OPERATIONS                                      OPERATIONS                                                                                             •   Ice teas
                                                                                                                                                            •   Dilutables

     8 348LA                                         340
10      PIONEER FOODS                                                                                                                                                         INTEGRATED REPORT | 2016              11
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REALISING POTENTIAL

GROUP AT A GLANCE CONTINUED

                                 ESSENTIAL FOODS                 GROCERIES                     INTERNATIONAL
                                 • Sasko                         •   Bokomo                    •   Bokomo
                                 • Spekko                        •   Weet-Bix                  •   Ceres
      POWER BRANDS               • White Star                    •   Safari                    •   Safari
                                                                 •   Liqui-Fruit               •   White Star
                                                                 •   Ceres                     •   Liqui-Fruit

                                 •   Select Rice                 •   ProNutro                  •   Fruitree
                                 •   Nice Rice                   •   Moir’s                    •   Champion
                                 •   Blue Bird Maize Meal        •   Marmite                   •   Moir’s
                                 •   Champion Samp               •   Bovril                    •   Fruit Bowl (UK)
                                 •   Pasta Grande                •   Redro
                                 •   Imbo                        •   Peck’s Anchovette
      OTHER BRANDS               •   Crossbow                    •   Werda
                                                                 •   Smash
                                                                 •   Maizena
                                                                 •   Fruitree
                                                                 •   Wild Island
                                                                 •   Daly’s

Divisional comparatives
               Revenue                                 2016                         2015                     % change
     ESSENTIAL FOODS                          R12.9 billion                   R11.3 billion                          14.2
           GROCERIES                            R4.7 billion                   R4.8 billion*                         (2.1)
      INTERNATIONAL                             R3.0 billion                   R2.6 billion                          15.4

     Operating profit                                  2016                         2015                     % change
     ESSENTIAL FOODS                        R1 249 million                 R1 278 million                            (2.3)
           GROCERIES                          R542 million                   R435 million                            24.6
      INTERNATIONAL                           R484 million                   R445 million                             8.8

* Comparative includes revenue for biscuits, Pepsi and Maitland Vinegar

12        PIONEER FOODS                                                                                                      INTEGRATED REPORT | 2016   13
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REALISING POTENTIAL

2016 Value Creation Challenges
• Political instability
• Volatile rand
• Significant wheat duty
• Drought impact on maize and other crops
• Currency devaluation in African countries
• Constrained consumer spending
• Low GDP growth

  ACTUAL SHARE PRICE PERFORMANCE RANDS                                                    MARKET CAPITALISATION (R’BN)                                                                 RETURN ON AVERAGE SHAREHOLDERS FUNDS (%)*                                                             REVENUE (R’BN)

        200                                                                                          45                                                                                           35                                                                                                   25
                                                                                                                                                                                                                                                                                                                                                  +10%
        180                                                                                          40
                                                                                                                                                                                                  30
        160                                                                                                                                                                                                                                                                                            20
                                                                                                     35
        140                                                                                                                                                                                       25
                                                                                                     30
        120                                                                                                                                                                                                                                                                                            15
                                                                                                     25                                                                                           20
        100
                                                                                                     20                                                                                           15
          80                                                                                                                                                                                                                                                                                           10
                                                                                                     15
          60                                                                                                                                                                                      10
                                                                                                     10
          40                                                                                                                                                                                                                                                                                            5
                                                                                                                                                                                                      5
          20                                                                                           5

            0                                                                                          0                                                                                              0                                                                                                 0
                   2012             2013            2014            2015             2016                      2012            2013             2014            2015            2016                        2012            2013             2014            2015               2016                          2012*        2013*   2014*   2015      2016
                                                                                                                                                                                                      * Adjusted for the annual impact of the Phase I and in 2012 the once-off impact of the   * Excluding Quantum Foods
                                                                                                                                                                                                        Phase II B-BBEE transactions and items of a capital nature
  HEADLINE EARNINGS PER SHARE (CENTS)*                                                      RETURN ON AVERAGE NET ASSETS (%)*
                                                                                                                                                                                       OPERATING PROFIT – CONTINUING OPERATIONS (R’M)*
       1000                                                                                          30
                                                                                                                                                                                            2500
         900                                                                                                                                                                                                                                                      6%
                                                                                                     25
         800
                                                                                                                                                                                            2000
         700
                                                                                                     20
         600
                                                                                                                                                                                            1500
         500                                                                                         15

         400
                                                                                                     10                                                                                     1000
         300

         200
                                                                                                       5                                                                                      500
         100

             0                                                                                         0
                    2012            2013             2014            2015            2016                     2012             2013            2014            2015            2016               0
                                                                                                                                                                                                           12              13               14              15              16
  * Adjusted for the annual impact of the Phase I and in 2012 the once-off impact of the    * Adjusted for the annual impact of the Phase I and in 2012 the once-off impact of the
    Phase II B-BBEE transactions                                                              Phase II B-BBEE transactions                                                             * Adjusted for the annual impact of the Phase I and in 2012 the once-off impact of the
                                                                                                                                                                                         Phase II B-BBEE transactions and items of a capital nature

14              PIONEER FOODS                                                                                                                                                                                                                                                                                         INTEGRATED REPORT | 2016              15
2016 INTEGRATED REPORT - MarketScreener.com
REALISING POTENTIAL

GLOBAL FOOD AND BEVERAGE
CONSUMER CONTEXT AND TRENDS
                                                      Consumer caution                                              and implementing innovative initiatives to complement
                                                                                                                    and enhance the Department of Health’s (“DoH’s”)
                                                      The rise of the cautious consumer has been clear for          mandate and in particular, DoH’s “Healthy Food
                                                      some time, but “mercurial consumption” now seems              Option Initiative” which was coordinated under the
                                                      the norm. Consumers’ shopping, brand and category             auspices of the Consumer Goods Counsel SA’s Food
                                                      repertoires continue to grow as critical, cash-strapped       Safety Initiative (the FSI).
                                                      shoppers seek out favourite brands at best prices, but
                                                      will also shift loyalties and proactively trial new things.   The latter included, among others:
                                                      Traditional ideas about brand loyalty are being tested        • Product reformulation – i.e. by reducing sugar
                                                      like never before.                                              content in specific product categories
                                                      This trend also continues to blur traditional market          • Package sizes (smaller product offerings)
                                                      segmentation models, as consumers become harder               • Front of pack nutritional labelling
                                                      to categorise. It is not uncommon now for the same
                                                      shoppers, however financially constrained, to shop at
                                                                                                                    Brands with purpose
                                                      premium and aspirational stores as well as cheaper            In response to both these global themes, many global
                                                      outlets on the same shopping trip. Consumers’                 brands are now embracing social issues as part of their
                                                      confidence in being able to choose and decide what            brand’s “purpose”. Large food companies collaborating
                                                      is right and best is deepening, fuelled by connectivity       with local non-governmental organisations (“NGOs”)
                                                      and access to information.                                    to improve economic conditions and the environment,
                                                                                                                    or minimising CO2 output and water usage, have
                                                      A related point globally, and to a lesser extent in South
                                                                                                                    become more mainstream.
                                                      Africa, is the growing importance of the millennial
                                                      consumer that breaks many stereotypes regarding               Changes in the value network
                                                      expected behaviour of “young” people. They seek               The shared value business model is gaining global
                                                      variety, are highly sceptical, are less brand loyal and are   traction. According to the United States Department
                                                      100% online all the time. And they desire immediate           of Agriculture, in its study “Food Value Chains:
                                                      responses to everything. The cautious consumer in             Creating Shared Value to Enhance Marketing
                                                      2016 has also become a demanding one.                         Success”, the model is characterised by a
                                                      Health concerns                                               commitment to transparency, collaborative planning
                                                                                                                    and the exchange of market intelligence among
                                                      The second major theme this year has been the                 supply chain partners (which is similar to the evolving
                                                      normalisation of health concerns, specifically when it        customer model with retailers mentioned above). The
                                                      comes to food. Consumers are increasingly                     model has the potential to deliver solutions that yield
                                                      concerned about the health benefits of the food they          tangible benefits to each participant in the system.
                                                      consume. A demand for transparency and origin
                                                      typifies the scrutinisation of labels and ingredients         External factors that have contributed to the rise of
                                                      and online searches and, generally “Big Food”                 food value chain enterprises include refined customer
                                                      companies have not been responsive enough. At the             segmentation, escalating demand for specialised,
                                                      same time, a desire for authenticity has made                 highly differentiated food products, and the increasing
                                                      “processed” seem somehow bad or unhealthy.                    appeal of food items that are produced in accordance
                                                                                                                    with responsible social or environmental standards.
                                                      This scepticism can be described as “factory fear”,
                                                                                                                    One of the emerging challenges in the shared value
Current consumer trends, globally and locally,        reflected in a wariness of what’s inside products.
                                                      Consequently, mothers and providers have becoming             model is how ethics-based operating principles are
                                                                                                                    defined and maintained in a food value chain, and
can broadly be grouped under two main themes:         increasingly protective, and governments have obliged
                                                      by promulgating stricter legislation in attempts to           how these principles are communicated successfully
                                                                                                                    to buyers and consumers. This also highlights the fact
growing consumer caution and concerns about health.   remove “suspect” ingredients, forcing food companies
                                                      to comply with higher standards, including the                that a shared value business model requires shared
                                                      challenge of demystifying labels. Rising consumer             leadership and succession-planning strategies within
                                                      protection legislation across the developed world has         value-chain partnerships to be successful over the
                                                      been followed by the same trend in emerging                   long term.
                                                      economies, but often without sufficient thought as to         Read more about Pioneer Foods’ response to the
                                                      the effects of these interventions on affordability.          evolving context and trends in the next section, and
                                                      Pioneer Foods has been instrumental, together with            in the chief executive officer’s report from page 40.
                                                      the rest of the industry players, insofar as developing

16   PIONEER FOODS                                                                                                                  INTEGRATED REPORT | 2016                17
REALISING POTENTIAL

REALISING POTENTIAL
THROUGH VALUE CREATION
                                                             In terms of JSE market capitalisation, Pioneer Foods       Pioneer Foods’ business model is further premised
                                                             is currently the second largest FMCG company               on the concept of the One Pioneer parenting
                                                             among the South African food producers, which              advantage through the centralisation of select
                                                             includes Tiger Brands, AVI and RCL.                        functional capabilities. Over the past three years, the
                                                             The Group’s size and scale positions it as a significant   Group created:
                                                             player with the ability to have a major impact on
                                                             stakeholders in terms of availability of food and            • a shared service centre (consisting of
                                                             employment, and as a buyer in the agricultural sector.         human resources (“HR”), finance and sales
                                                             Its power brands hold leading market share positions,          administration);
                                                             which translate into millions of consumer purchase
                                                             decisions, tons of produce and litres of beverages.          • outsourced information technology (“IT”);

                                                             Pioneer Foods’ customers comprise formal and                 • established a centralised logistics
                                                             informal food retail. The bargaining power in South            services centre; and
                                                             Africa resides with formal retailers, who have a high        • made progress in the centralisation of the
                                                             concentration of buying power.                                 procurement function.
                                                             The informal (local and traditional) market is active
                                                             and growing, and predominantly served through              The divisional restructuring to support this operating
                                                             wholesalers. The informal market is growing at a           model was completed in 2015, with the creation of
                                                             slower pace than formal retail, where competition          the International division. The adjusted operating
                                                             between the four major groups – Woolworths,                model resulted in cost savings through improved
                                                             Shoprite, Pick n Pay and Spar – results in continued       efficiency and optimisation of capacity, and extended
                                                             improvement in outbound logistics and optimised            Pioneer Foods’ reach into global markets.
                                                             store formats. There is an opportunity for food
                                                             producers to start distributing directly to the
                                                             informal market.
                                                             In the UK, Pioneer Foods is well positioned in the
                                                             breakfast cereal category as a private label
                                                             manufacturer and supplier to the larger UK retail
                                                             chains. Streamfoods, with Fruit Bowl as the leading
                                                             brand, is a new addition.
                                                             Read more about consumer trends affecting the
                                                             Group’s business model on page 17.

Pioneer Foods relies on all six capitals as input into its
business model. Our business model enables our value
creation network, supported by current and future
business viability plans, to position the Group as the
leading South African FMCG company with a strong
African footprint and globally recognised scale.

18   PIONEER FOODS                                                                                                                       INTEGRATED REPORT | 2016            19
REALISING POTENTIAL

REALISING POTENTIAL THROUGH VALUE CREATION
CONTINUED

                                                                                                                 The strategy is supported by a strong Pioneer Foods brand positioning. The infographic below shows the
The following diagram illustrates Pioneer Foods’ distinctive capabilities and how these ensure coherent          integration between the brand essence and consumer insights.
value creation:
                                                                                                                    Integrity, empowerment,                                                                           Long track record of firsts in
                                                                                                                                       passion                                                                        South Africa
                        Culture and ethos                                                                            The Pioneer looks for new                                                                        Many awards that
                                                                            Track record of
                         of urgency, high                                                                        opportunities and possibilities                                                                      acknowledge this
                                                                             being able to                                                                                         it y     Rea
                        performance and                                                                                    to find a better way                                na l             s   on
                            continuous
                                                                               maintain
                                                                                                                                                                        rs o
                                                        Deeply                momentum

                                                                                                                                                                pe

                                                                                                                                                                                                     to
                          improvement                 entrenched

                                                                                                                                                                                                        b
                                                                                                                                                           Values and

                                                                                                                                                                                                         eliev
                                                       cost and
                                                       efficiency
                                                        mantra
                                                                                                                                                                                 ESSENCE

                                                                                                                                                                                                               e
                                                                                                                                                                                    Realising
     Performance                                                                                   Performance                                                                      potential

                                                                                                                                                                                                         Disc
         anatomy               Ability to                                    Agility and           anatomy
                             focus on and                                     ability to

                                                                                                                                                                                                         ri
                                                                                                                                                                                                     m

                                                                                                                                                                  fit
                             manage critical                                 make quick                                                                                    e                ina
                             relationships                                   decisions                              I can experience a better                           Ben                    tor                    Pioneering history
                                                                                                                           life; live life better                                                                     Legacy of 100 years
                                                     DISTINCTIVE                                                   Helps me and my family to                                                                          in food
                                                     CAPABILITIES                                                        realise our potential
                                                                                       Clarity of articulated
             Emphasis on
                                                                                       corporate plan and
              leadership
                                         Strength                   Sustainable         outcomes driven
                visibility
                                          in soft
                                        commodity
                                                                        big
                                                                    shareholder
                                                                                             approach                                                      CONSUMER INSIGHT
                                       procurement                   positions                                                                           I want to make the most of this life.
                                                                                                                                                    I want to live a better life and to live life better.

                                                                                                                                                     OUR PEOPLE                           COMPETITIVE SPACE
                                                                                                                                             Consumers: moms and kids                     Other beverage and food
The Group’s value creation activities are focused
                                                                                                                                                                 Staff                    companies
by the six strategic themes, which are explained in
                                                                                                                                                         Stakeholders
detail on page 31.
                                                                                                                                                             Investors

                                                                                                                     MISSION
   SHAPE             FOCUS ON             EMBED     RESET THE                     BUILD HIGH-     ADOPT
                                                                                                                         We believe in nourishing lives with trusted, well-loved
 A WINNING           BUILDING           STRATEGIC   COST BASE                     PERFORMING SUSTAINABILITY              brands, empowering families to get more out of life.
 CORPORATE          OUR POWER           CUSTOMER   AND STEP UP                       TEAMS    BEST PRACTICES
 PORTFOLIO            BRANDS           MANAGEMENT PRODUCTIVITY                                 IN ALL WE DO

20       PIONEER FOODS                                                                                                                                                                                          INTEGRATED REPORT | 2016         21
REALISING POTENTIAL

REALISING POTENTIAL THROUGH VALUE CREATION
CONTINUED

                                                       Realising potential                                          technology and logistics is addressed through graduate
                                                                                                                    placement programmes and apprenticeships.
                                                       through the six capitals
                                                                                                                    The Group’s human capital profile continues to
                                                       The Group’s governance processes and sustainability          transform to reflect the society within which it
                                                       initiatives, combined with its six strategic themes,         operates, in line with its B-BBEE strategy and targets.
                                                       support the intent to ensure business viability over the
                                                       long term and to create value for stakeholders. The          Read more about human capital in the sustainability
                                                       following section explains how the Group uses, applies       report on page 77.
                                                       and transforms the capitals to create value.
                                                       Read more in the sustainability report from page 70
                                                       and the governance report from page 106.                       The Group’s (South African
                                                       Financial capital                                              operations) 8 348LA permanent
                                                       Pioneer Foods generates financial capital through
                                                       revenue earned from sales of a diversified basket of
                                                                                                                      employees provide physical and
                                                       products spread over several geographies and markets           intellectual input into Pioneer
                                                       (urban and rural). These societal needs define our
                                                       markets and enable our financial value creation.               Foods’ business activities.
                                                       The Group is highly cash generative and has sufficient
                                                       debt capacity to enable Pioneer Foods to invest in
                                                       growth: organically and acquisitively. The Group also
                                                                                                                    Manufactured capital
                                                       uses financial capital in its continuous long-term capital   Pioneer Foods operates mills, bakeries, processing and
                                                       expenditure programme, which positions it well to take       packaging plants in South Africa, the UK and Nigeria. In
                                                       advantage of future market growth opportunities.             South Africa, it has a significant national distribution
                                                                                                                    fleet. The location of facilities and warehouses creates
                                                       Read more in the financial review from page 44 and in
                                                                                                                    a significant competitive advantage as it combines
                                                       the annual financial statements.
                                                                                                                    proximity to main markets with coastal infrastructure.
                                                       Human capital                                                This creates the ability to deal effectively with imports,
                                                       The Group’s (South African operations)                       storage and distribution as the Group’s procurement
                                                       8 348LA permanent employees provide physical                 adapts to supply cycles, especially in commodities. The
                                                       and intellectual input into Pioneer Foods’ business          Group continuously optimises its manufactured capital
                                                       activities. Through their individual and combined            through relocation, upgrades and further capital
                                                       competency, they are able to implement the Group’s           investment to ensure it maintains a lean, efficient
                                                       strategy and create a competitive advantage.                 organisation with high capital efficiency. The FSSC
                                                                                                                    22000 Food Safety System Certification has been
                                                       Pioneer Foods’ consumer and customer orientation             adopted for application at all manufacturing sites to
                                                       requires a high-performance culture and effective            ensure compliance with food safety requirements.
                                                       leadership. This culture is reinforced through sound         Manufactured capital will be further optimised through
                                                       performance management practices and recognition.            a standardised world-class preventative maintenance
                                                       The annual gala event, Pioneer Foods’ Excellence             system at all manufacturing sites, and the setting of
                                                       Awards, recognises and celebrates individual
Pioneer Foods has to ensure the future                 excellence, value ambassadors and community
                                                                                                                    overall equipment effectiveness improvement
                                                                                                                    targets. Continuous improvement is supported by
availability, conservation and regeneration            champions. Management’s agility, experience,
                                                       intellect, energy and drive constitute some of the
                                                                                                                    training in world-class manufacturing principles at
                                                                                                                    the Pioneer Foods’ Manufacturing Academy, and
of all the capitals used in its business activities.   Group’s key competencies.                                    enhanced by outsourced technical training.
                                                       Skills shortages in human capital are one of Pioneer         Read more about the optimisation of manufactured
                                                       Foods’ strategic risks. This is mitigated through targeted   capital in the chief executive officer’s report on
                                                       recruitment and an annual investment of R24.6 million in     page 40.
                                                       training and bursaries. Structural skills scarcity in

22   PIONEER FOODS                                                                                                                   INTEGRATED REPORT | 2016              23
REALISING POTENTIAL

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CONTINUED

Intellectual capital                                                     A further aspect of social and relationship capital takes the form of PFECT as an
                                                                         empowerment trust that supports community and education-related programmes
Pioneer Foods’ intellectual capital input is rooted in its diversified
                                                                         through dividends and CSI contributions from Pioneer Foods.
portfolio of brands and ability to innovate competitively. The
Pioneer Foods portfolio includes some of the most recognisable           Read more about social and relationship capital and PFECT in the sustainability report
and best loved brand names in South Africa. A significant                from page 87.
number of the Group’s brands are either number one or two in             Natural capital
their respective market categories. The ability to increase
intellectual capital relies on the effectiveness of Pioneer Foods’       Natural capital in the form of raw material and packaging is the most significant input into
recruitment capability and the quality of people the Group is able       the business, as all business activities support the conversion and packaging of these
to attract. Differentiating themes in the Group’s attraction plan        materials into branded food and beverage products. Wheat, other grains and fruit
include rewarding excellence, high-performance teams and a               concentrates form the majority of raw materials, with smaller volumes of fruit, rice, beans
rapidly evolving Group, summarised in the Employee Value                 and legumes also being sourced. The Group uses water and energy as inputs in its
Proposition (“EVP”):                                                     processing facilities, and fuel for its distribution fleet.

“If you have passion for results, excellence, quality, growth            Natural capital inputs were at risk in 2016, especially in terms of inputs such as wheat,
and development; and take pride in the work you do, then                 maize and fruit juice concentrate, which are scarce due to the current severe drought in
Pioneer Foods is your destination of choice.”                            South Africa. This resulted in higher input costs due to imports, which are, in turn,
                                                                         affected by the weak currency and import tariffs.
The EVP informs branded recruitment actions measured by a
Talent Brand Index (“TBI”). Pioneer Foods has more than doubled          Continuous improvement in the conversion of raw materials is a production priority
its TBI from 10% to 24% in 2016.                                         governed by an integrated management system and sophisticated demand planning.
                                                                         Investment in research and development ensures that the Group supports the long-term
Innovation includes product engineering capabilities and the ability     availability of raw material given climate change, consumer consumption trends, and
to apply market research and consumer need states to develop             technological factors that can impact future supply.
products, range extensions and new packaging. This is
strengthened by the application of technology in its production          The sustainable use of non-renewable resources will ensure a competitive advantage for
facilities and the recent implementation of integrated demand            the Group through efficiencies and will mitigate against future risk. In 2016, the Group
planning to optimise the planning process and opportunities              saved 8 327 tCO2e from various energy-saving projects and 86 000 m3 in the first year of
identified across customers, channels, markets and brands.               its water-saving programme. These savings equate to R34.4 million.

The Group’s systems capability is continuously evolving                  Read more about natural capital in the sustainability report from page 95.
through SAP.                                                             Realising potential through commercial and non-commercial
Read more about intellectual capital in the governance report on         value creation
page 106.
                                                                         Pioneer Foods creates value from its core business activities of strategic sourcing,
Social and relationship capital                                          production, distribution, marketing and selling of a diverse range of food and
Pioneer Foods’ network of stakeholder relationships includes             beverage products in collaboration with a network of producers, business partners
engaging with government on a number of levels, contracting              and service providers.
with customers, interacting with consumers through brand                 The infographic on the next page summarises the implementation of Pioneer Foods’
activation, and developing suppliers. Supplier and enterprise            strategy by considering and testing all decisions against the twin objectives of
development is a focus area in terms of B-BBEE, with                     strengthening brand positions and expanding margins, thereby creating shared value
Pioneer Foods’ contribution predominantly in primary                     for the Group and its stakeholders.
agriculture projects and logistics. While these projects grow
                                                                         All strategic options and decisions to achieve growth are tested against these objectives,
to achieve scale, Pioneer Foods continues to expand its formal
                                                                         which are supported by a clear understanding of success drivers for delivery. Strategic
network of suppliers, creating a shared platform for growth.
                                                                         risks are considered continuously – also for the opportunities they may create.
The Group created significant social and relationship value
                                                                         The infographic on page 21 illustrates how Pioneer Foods’ commercial activities are
through its Phase I B-BBEE scheme, launched in 2006, which
                                                                         shaped by our operating context and customers to deliver positive, long-term financial
benefited more than 11 000 employees. The scheme has
                                                                         results, while our non-commercial activities are shaped by our viability initiatives and
generated R443 million in pre-tax value for employees since
                                                                         stakeholder relationships.
inception. The main purpose of the scheme was to broaden and
increase direct black ownership and economic participation by
employees of the Group.

24       PIONEER FOODS                                                                                                       INTEGRATED REPORT | 2016                25
REALISING POTENTIAL

REALISING POTENTIAL THROUGH VALUE CREATION
CONTINUED

Realising potential through strategy

TWIN OBJECTIVES
STRENGTHENING BRAND POSITIONS                                                                                                   EXPANDING MARGINS
     Market position                                             Innovation                                                      Cost management                                    Increasing volumes
       A significant number of the Group’s                               Continuous innovations include range extensions,          The Group’s cost containment and                   The Group’s ability to generate profitable
       brands are either number one or two in                            new products, packaging upgrades and relaunches           efficiency ethos enable its ability to deliver     top-line growth through volume increases
       their respective market categories, with                          based on market, consumer and product portfolio           operating leverage. Most notable cost              requires investment in capacity to meet
       the further potential to strengthen the                           segmentation to ensure the full commercial                reductions were from the containment of            future demand, brand and marketing support,
       equity of the power brands.                                       opportunity for each is realised. Innovation is also      conversion costs and outbound logistics.           and the ability to understand changing
       Read more about our brand market                                  informed by consumer health and nutrition trends          Read more about cost management in the             consumer need states. Volume growth is
       positions and awards on page 7, page 9                            and opportunities.                                        financial review on page 44 and operational        further supported by strategic customer
       and page 12.                                                      Read more about innovation in the operational             reports from page 50.                              management and accurate demand planning.
                                                                         reports from page 50.                                                                                        Read more about volume performance per
                                                                                                                                                                                      product category in the operational reports
                                                                                                                                                                                      from page 50.

                                                                                                 LTUR AL EV
 SUCCESS DRIVERS                                                                           CU              OL
 TO DATE:                                                                                                   UT
                                                                                                                IO N

                                                  LENTLESS F
                                                RE           O
                                                                          CU
                                                                               SO
                                                                                  N VALU

               R T F OLI O OP
          PO                    T
                                IM

                                                                              ED

                                                                                                ADERSHIP
                                    ISA

                                                                                           LE
                                                                                 R

                                                                         IV
                                       T ION

                                                               ER
                                                                  S

                                                    W B U S I N ES
                                               NE                    S
                                                                     O
                                                                         PE
                                                                           R AT
                                                                              I NG M
                                                                         OD
                                                                         E

                                                                     L
26       PIONEER FOODS                                                                                                                                                                           INTEGRATED REPORT | 2016           27
REALISING POTENTIAL

REALISING POTENTIAL THROUGH VALUE CREATION
CONTINUED
                                                                                                                                                                     HEART OF             SUPPORTING            MBEKWENI               BREAKFAST
                                                                                                                                                Read more           KAYAMANDI             NEW FARMERS         YOUTH CENTRE            PROGRAMME
                                                                                                                                                                       page 98                page 100             page 102              page 104

COMMERCIAL ACTIVITIES
The Group’s commercial activities include the sourcing,
processing, packaging, distribution and marketing                                                                                                                                         NON-COMMERCIAL ACTIVITIES
of food and beverage products through a range
of power brands to formal and informal
                                                                                       OPERATING CONTEXT                                                                                   Through its partnerships, the Group is involved in various
                                                                                                                                                                                        community projects in education, the environment and food
retail customers.                                                                         AND CUSTOMERS                                                                                  security. These projects focus on vulnerable groups, such as
                                                                                                Retailers and consumer goods                                                             women, youth and children, primarily in township and rural
FIVE YEAR HEADLINE EARNINGS* – R’M                                                    companies are searching for more ways                                                                communities. The Group also invests in feeding schemes.
                                                                                         to benefit from growth opportunities             SUSTAINABILITY
12                                731                                                         together. The promise of margin
                                                                                         improvements and cost cutting from
                                                                                                                                          AND RELATIONSHIPS
                                                                                         supply chain efficiencies encourages             Global brands are increasingly embracing social
13                                     853
                                                                                           efforts to share customer data and             and environmental issues to ensure sustainable
                                                                                    insights. Pioneer Foods collaborates with             value creation. Consumer goods companies are
                                                      1 242                                  a network of producers, business             forcing stronger alliances with public health
14
                                                                                             partners and service providers to            organisations and research institutions, while
                                                                                                 leverage scale and streamline            expanding their engagement with government on
15                                                                1 534                                         its operations.           policy issues. Pioneer Foods invests in building
                                                                                                                                          stakeholder networks to increase social and
                                                                                                                                          relationship capital.
16                                                                    1 637

     0           330          660          990          1320         1650

FIVE YEAR OPERATING PROFIT* – R’M

12                                      1 182.8**

13                                    1 152.7**                                   HOW WE DO BUSINESS                                      INPUT AND OUTPUT                                         OUTCOMES
                                                                                  The Group depends on all six capitals as the stores     Read more about how we use and transform the             Pioneer Foods is one of the major contributors to
14                                                   1 680.1**                    of value through which Pioneer Foods creates            six capitals from page 23.                               food security and nutrition in South Africa.
                                                                                  products and services. The Group’s activities result    Read more about our products and brands in the           Through our business activities, we offer
                                                                                  in an increase, decrease or transformation of the       divisional profiles on pages 6, 11 and 12 and the        consumers a choice of food and beverage
15                                                                2 152.7**
                                                                                  capitals, with the most significant impact on natural   operational reports from page 50. Commercial             products that we produce as responsibly and
                                                                                  capital as raw material is converted into food and      opportunities are created to deal with physical          cost-effectively as possible, in collaboration with
                                                                                  beverage products.                                      waste, and the product recovery process is               a network of producers and suppliers.
16                                                                    2 273.2**
                                                                                  The availability, quality and affordability of the      governed responsibly. Waste through non-
     0
* Adjusted          460of Phase I920
             for impact          and II B-BBEE1380          1840and items
                                               equity transactions      2300      capitals are managed with a long-term investment        efficiency is addressed in all operations as a
   of a capital nature                                                            view and due consideration of agricultural cycles,      leading budget indicator.
** Continuing operations only
                                                                                  the impact of climate change and shifting
                                                                                  consumer patterns.

28         PIONEER FOODS                                                                                                                                                                                            INTEGRATED REPORT | 2016             29
REALISING POTENTIAL
                                                                                                                                                                                            In driving a growth agenda to
                                                                                                                                                                                            2018, the Group remains
                                                                                                                                                                                            committed to the six strategic
REALISING POTENTIAL                                                                                                     The strategy was revised and strengthened under
                                                                                                                        the banner of “Towards 2020 – Create The Future”.
                                                                                                                                                                                            themes, while considering and
THROUGH STRATEGY IMPLEMENTATION                                                                                                                                                             measuring our impact on the
The Pioneer Foods’ Board reviewed the Group strategy after evaluating the progress made to 2016. The Board
considered global and local food and beverage trends as important considerations for the strategy to 2018.
                                                                                                                                                                                            environment and people.
                                                                                                                         The main strategic focus areas are:
     VISION                                                                                                                                       • Grow Groceries faster than Essential Foods

     To be the leading South African FMCG company with a strong African                                                                           • Grow International faster than the South African business growth
                                                                                                                                                  • Obtain leadership positions in six of seven power brands
     footprint and globally recognised scale.                                                                                                     • Secure acquisitions
                                                                                                                                                  • Rationalise stock keeping units
                                                                                                                                                  • Presence in selective private labels
                                                                                                                           Shape a winning        • Maintain bakeries momentum
The different elements of the vision statement are measured and defined according to the following:                       corporate portfolio     • Strengthen the Groceries portfolio mix

                               Financial indicators: return on invested capital, return on equity, earnings before                                • Deliver integrated demand management
                                                                                                                                                  • Ensure investment rate is maintained on a cents per unit level
               LEADING         interest and tax and earnings per share                                                                            • Capitalise on digital marketing
                               Market share | Top 40 index | Employer of choice                                                                   • Maintain media efficiency
                                                                                                                                                  • Achieve an innovation step-change
                               Mainstream food and beverage branded goods                                                                         • Ensure a fastidious focus on brand health metrics
                                                                                                                         Focus on building our
                    FMCG       Selective private label                                                                      power brands
                               Strategic alliance with global brands (with equity participation)
                                                                                                                                                  • Implement consolidated trading terms position
                                                                                                                                                  • Build human capital capability
      STRONG AFRICAN           All big African markets
          FOOTPRINT

            GLOBALLY           Highly focused and relevant global expansion                                                 Embed strategic
                                                                                                                              customer
     RECOGNISED SCALE          Global acquisitions where appropriate                                                         management
                                                                                                                                                  • Obtain a lean efficient organisation
The growth agenda will be driven by three strategic vectors:                                                                                      • Achieve world class benchmarking in:
                                                                                                                                                      – Manufacturing
                                                                                                                                                      – Procurement
                                                                                                                                                      – Shared service centres
                                                                                                                                                      – Logistics
              OPTIMISE                                 STEP-CHANGE                            TRANSFORM                   Reset the cost base     • Contain energy costs
                                                                                                                             and step up          • Contain employee costs
                                                                                                                             productivity
                                                                                                                                                  • Embed optimised and effective operating model
     Continuing with business as             Implementing step-change                   Driving a fundamental                                     • Ensure engaged and cohesive talent
     usual ... but doing it better           performance enhancements                transformation of the shape                                  • Transform and deepen talent bench strength
                                                                                        and size of the business                                  • Further entrench the performance culture and values

 • Incremental increase in market         • Weet-Bix market share                • Acquire a medium-sized local or         Build high-
    share (Power Brands)                   • Bakery capital investment roll-out      offshore company                     performing teams
 • Leverage new product development       • Alpen performance
    capabilities                           • Heinz performance                                                                                   • Reduce both direct and indirect energy usage
 • Channel and geographic expansion       • Africa in-country beverage                                                                          • Reduce water usage
    through penetration focus/local and       production                                                                                          • Reduce waste removal expenditure
    traditional
                                           • Bolt-on acquisitions – UK focus                                                                     • Increase our enterprise supplier development and corporate social investment contributions
 • Cost savings and efficiency focus
                                           • Distribution evolution
 • Trade term strategy                                                                                                   Adopt sustainability
                                           • IT step-change (ERP agility)
 • Sales and operational planning                                                                                        best practices in all
    (S&OP) enhancements                    • Network optimisation and
                                              manufacturing architecture                                                         we do
 • Procurement
 • Strategic Service Centre

30        PIONEER FOODS                                                                                                                                                                                          INTEGRATED REPORT | 2016         31
REALISING POTENTIAL

REALISING POTENTIAL THROUGH STRATEGY
IMPLEMENTATION CONTINUED

Group five-year financial review                                                                                                                                                              2016          2015         2014         2013          2012*
                                                                2016          2015         2014          2013       2012*                                                                      R'm           R'm         R’m          R’m           R’m
                                                                                                                               Consolidated statement of cash flows
                                                                 R'm           R'm         R’m           R’m        R’m
                                                                                                                               Net cash profit from operating activities                     2 667.9       2 512.2      2 133.9       1 556.3   1 514.9
Consolidated statement of comprehensive income
                                                                                                                               Working capital changes                                        (774.5)       (546.4)         27.5          66.8   (266.2)
Revenue                                                      20 599.7      18 748.2     21 290.0      19 811.1    18 609.8
                                                                                                                               Accrual for Competition Commission penalties paid                    –             –             –      (216.7)   (216.7)
Profit before items of a capital nature and income tax        2 297.9       1 814.5      1 541.2         930.9       922.0
                                                                                                                               Cash effect from hedging activities                            (174.6)         16.2           (7.8)        22.7     (32.2)
   Before adjustments                                         2 253.1       2 121.3      1 728.5       1 076.8     1 047.1
                                                                                                                               Settlement of share-based payment liability**                   (69.2)       (189.4)        (75.0)        (32.7)    (31.0)
   Broad-based employee share incentive scheme
                                                                                                                               Cash effect of forward purchase contracts related to
   share-based payment charge                                    22.9        (306.8)       (187.3)      (145.9)       35.6
                                                                                                                               share-based payments                                             25.2              –             –            –          –
   Broad-based employee share incentive scheme hedge             21.9             –             –            –           –
                                                                                                                               Income tax paid                                                (451.1)       (475.5)      (386.4)       (233.1)    (257.7)
   Once-off share-based payment charge on B-BBEE
                                                                                                                               Net cash flow from operating activities*                      1 223.7       1 317.1      1 692.2       1 163.3      711.1
   equity transaction                                               –             –             –            –      (160.7)
                                                                                                                               Net cash flow from investment activities**                     (982.9)       (422.7)      (392.7)     (1 287.2)   (753.0)
Items of a capital nature                                        21.3         (75.9)       (123.0)      (220.2)        (5.4)
                                                                                                                               Net cash surplus/(deficit)                                      240.8         894.4      1 299.5        (123.9)     (41.9)
Income tax expense                                             (629.0)       (606.3)       (451.9)      (210.6)      (311.9)
                                                                                                                               Net cash flow from financing activities                      (1 204.9)       (414.1)       (347.0)       (167.5)     75.6
Profit for the year                                           1 690.2       1 132.3         966.3        500.1       604.7
                                                                                                                               Net cash, cash equivalents and bank overdrafts
Attributable to:
                                                                                                                               on unbundling of Quantum Foods                                       –       (105.6)             –            –          –
Owners of the parent                                          1 690.2       1 130.4        965.2         498.6      603.6
                                                                                                                               Net cash and short-term borrowings from business
Non-controlling interest                                            –           1.9          1.1           1.5        1.1
                                                                                                                               combination and disposal of subsidiary                               –             –             –            –      (11.3)
                                                              1 690.2       1 132.3        966.3         500.1      604.7
                                                                                                                               Effect of exchange rate changes on cash and
                                                                                                                               cash equivalents                                                  (7.1)            –             –            –          –
Operating profit before items of a capital nature             2 318.0       1 845.9      1 583.6       1 008.0     1 036.8
                                                                                                                               Net (decrease)/increase in cash, cash equivalents
Headline earnings for the year                                1 675.7       1 227.3      1 055.1         706.7       606.2
                                                                                                                               and bank overdrafts                                            (971.2)        374.7        952.5        (291.4)      22.4
                                                                                                                               Notes:
Consolidated statement of financial position
                                                                                                                               * Not restated for the impact of IFRS 11 – Joint Arrangements and IAS 19 (revised) – Employee Benefits.
Property, plant and equipment, intangible assets and
                                                                                                                               **	Cash payments to employees under the BEE Phase I employee share scheme was reclassified from financing activities to net
biological assets                                             5 561.8       5 087.7      6 005.8       5 996.6     5 393.7
                                                                                                                                  cash flow from operating activities for 2012 to 2016.
Deferred income tax                                               3.9           0.2          6.8          77.2         2.7
Investments in and loans to associates and joint ventures       861.2         574.0        408.4         350.9        56.9
                                                                                                                                                                                              2016          2015         2014         2013          2012*
Non-current trade receivables and available-for-sale
                                                                                                                                                                                               R'm           R'm         R’m          R’m           R’m
financial assets                                                145.1         166.1         93.4          79.7        73.2
                                                                                                                               Segments**
Non-current derivative financial instruments                    439.7             –            –             –           –
                                                                                                                               Revenue
Current assets                                                6 518.8       6 343.0      6 395.8       5 230.0     5 079.6
                                                                                                                                Essential Foods                                            12 854.8      11 334.5     10 651.9     10 314.4       9 940.4
Total assets                                                 13 530.5      12 171.0     12 910.2      11 734.4    10 606.1
                                                                                                                                Quantum Foods                                                     –             –      3 591.4       3 575.6      3 097.6
                                                                                                                                Groceries:                                                  4 695.1       4 797.4      4 773.1       6 169.6      5 869.8
Capital and reserves attributable to owners of the parent     7 867.3       6 958.7      6 102.4        6 581.3    6 184.9
                                                                                                                                International                                               3 049.8       2 616.3      2 273.6             –            –
Non-controlling interest                                            –          12.3          10.4           9.3        8.2
                                                                                                                                                                                           20 599.7      18 748.2     21 290.0     20 059.6      18 907.8
Total equity                                                  7 867.3       6 971.0       6 112.8      6 590.6     6 193.1
                                                                                                                               Less: Internal revenue                                             –             –            –        (248.5)      (298.0)
Non-current borrowings                                        1 333.3       1 300.2      1 513.5        1 457.3      497.7
                                                                                                                                                                                           20 599.7      18 748.2     21 290.0      19 811.1     18 609.8
Provisions, non-current derivative financial instruments
                                                                                                                               Note:
and share-based payment liability                               429.1         506.2        362.3          381.0     227.4
                                                                                                                               * Not restated for the impact of IFRS 11 – Joint Arrangements and IAS 19 (revised) – Employee Benefits.
Deferred income tax                                             582.4         471.8        644.1          671.9     652.4
                                                                                                                               **	Segment revenue and segment results were restated to consolidate the Groceries: Cereals and other and Groceries: Beverages
Current liabilities, excluding accruals for Competition
                                                                                                                                   segments into a single Groceries segment.
Commission penalties and forward contracts on
own equity                                                    2 825.1       2 921.8       4 277.5      2 633.6     2 820.0
Current liability – accrual for Competition
Commission penalties                                                –              –            –             –     215.5
Current liability – accrual for forward contracts on
own equity                                                      493.3              –            –             –          –
Total equity and liabilities                                13 530.5       12 171.0     12 910.2      11 734.4    10 606.1
Note:
* Not restated for the impact of IFRS 11 – Joint Arrangements and IAS 19 (revised) – Employee Benefits.

32        PIONEER FOODS                                                                                                                                                                                             INTEGRATED REPORT | 2016                 33
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