Cadbury 2005

2005 Annual Report & Accounts
C o n t e n t s
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2 3 4 8 9 11 13 19 26 28 31 36
Corporate Purpose Corporate Information Description of Business Highlights of the Year Five Year Financial Highlights Notice of Meeting Chairmans Statement Report of the Directors Corporate Governance Board of Directors & Company Secretary Corporate & Social Responsibility Report Financial Report
Corporate Purpose
Our mission in Cadbury Nigeria Plc is to serve the consumer with products of consistently high quality, made readily available at prices which offer real value for the money spent.
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Our Mission
In its relations with stakeholders and business associates, the Company is

guided by an unwavering commitment to the pursuit of excellence as the basis for current success and future growth.
Corporate Information
Chairman Uduimo Itsueli Managing Director & Chief Executive Olubunmi Oni Directors Ayodele Akadiri Andrew Baker Tejumola Bogunjoko Olatunde Falase Raymond Ihyembe Abiodun Jaji Christopher Okeke Gabriel Onabote Olusegun Oyewole Matthew Shattock Alternate Director Noah Franklin Secretary Moudu Ugbodaga Registered Office Lateef Jakande Road, Agidingbi, Ikeja, Lagos. Website www.cadburynigeria.com Contact Information Email: [email protected] Tel: +234-1-2717777 Fax: 234-1-2717798 Registrar & Transfer Office Union Registrars Ltd. 2, Burma Road, Apapa, Lagos. Tel: +234-1-5871318, +234-1-5877305 Fax: +234-1-5450058, +234-1-5803367 email: [email protected] Auditors Akintola Williams Deloitte Chartered Accountants, 235, Ikorodu Road, Ilupeju, Lagos. Tel: + 234 1 493 07020-4 Fax: + 234 1 497 0023 (British) Alternate to Matthew Shattock
(British)
(British)
Description of Business
1. Business Overview
Origins and portfolio development
adbury Nigeria plc is owned (as at March 18, 2006) 50.02% by Cadbury Schweppes plc and 49.98% by a highly diversified spread of Nigerian individual and institutional shareholders. A change in ownership structure occurred early 2006 after the conclusion of the Irredeemable Convertible Loan Stock Issue in the fourth quarter of 2005, and subsequent market activity.
Cadbury Nigeria has grown to become the leader in Confectionery and Food Drinks; with a portfolio of branded offers that meet real needs of consumers. Our quality brands are enjoyed throughout the entire nation as well as in our exports markets around the world. This rich heritage of the company has been carefully nurtured over the years and is today recognized across the country as the caring house of quality. We were voted Nigerias Most Respected Company in 2005, in a survey among CEOs nationwide, facilitated by PriceWaterhouseCoopers. As part of our strategic focus on the use of local raw materials as much as possible, our pioneering Cereal Conversion Plant processes nearly 30,000 Tonnes of Sorghum grains annually into glucose and malt extract primarily to feed our Confectionery and Food Drinks plants. We also made a major investment to establish a cocoa processing facility Stanmark Cocoa Processing Company Ltd to process local cocoa beans into premium quality derivatives mostly for discerning end users in export markets. The Company has consistently maintained a highly focused portfolio of well-established brands within its core business areas, each of them providing functional benefit to our consumers and handsome reward for our customers. Cadbury is one of the most important of the Groups brands. Many of the other key brands are long established, and reflect the c o n s i s t e n t p h i l o s o p h y o f f u n c t i o n a l i t y, affordability and nourishment. The most notable among these are Bournvita, TomTom, clairs, and Trebor Mints.
The origins of the business stretch back to the 1950s first as an activity to source cocoa beans while simultaneously prospecting for opportunities to serve the local consumer markets with the famous Cadbury products. An initial packing operation established in the early 1960s to pack imported bulk products grew rapidly into a full-fledged manufacturing outfit. The Company was incorporated in January 1965 when the current 42-hectare factory site was also opened, and went public in 1976. The initial staff strength of less than 200 has grown to more than 2000 colleagues who have chosen to make a career in Cadbury. They are the embodiment of the talent, skill, knowledge and other intellectual property behind the success of the business. In turn the beginnings of Cadbury Schweppes go back to the founding of Schweppes, a mineral water business, by Jacob Schweppe in 1783 and the opening of a shop that sold cocoa products by John Cadbury in 1824. The two businesses were merged in 1969 to create Cadbury Schweppes plc, forging a powerful alliance that has become a global player in Confectionery and Beverages categories. With the acquisition of Adams Confectionery in 2003, Cadbury Schweppes is today the worlds #1 in Confectionery, and #3 in Beverages.
Side view of Cadbury Nigeria factory
Contd
S/N BRAND
YEAR LAUNCHED
1960 1965 1966 1970 1976 1979 1989 1989 (Acquisition) 1989 (Acquisition) 1989 (Acquisition) 1996 2000 2003 2004 2004 2004 2004 2005
Creating Brands That People Love
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
Our premium brands cut across five key categories in West Africa
BOURNVITA (Local Production commenced) GOODYGOODY TOMTOM TREBOR BUTTERMINT MALTA ECLAIRS TREBOR PEPPERMINT TREBOR LUCKIES TREBOR KOFFSTICKS RICHOCO TREBOR KOFFDROPS TREBOR CELEBRATIONS HALLS AHOMKA GINGER BUBBA BUBBLE GUM CHOCKI HALLS TAKE 5 PASCALL CRME ROLLERS
As more industry and consumer segments open up, businesses face the challenge of the exponentially increasing choice available to the consumer. This development drives our focus on growing organizational and people capability. During the past year we installed proprietary processes to govern strategy development, thus enabling us to raise commercial capability and improve demand forecasting. We also implemented a comprehensive manufacturing system based on the five pillars of
Contribution to Gross Profit

100% 80% 60% 40% 20% 0% 1999 2004 2005 Stanmark Foods Food Drinks Confectionery
Compositon of Sales Revenue

100% 80% 60% 40% 20% 0% 1999 2004 2005 Stanmark Foods Food Drinks Confectionery
that meet the interests of our numerous stakeholders. A rising profile of performance, driven by a robust business model also means increasing taxes to Government In 2005, the Group recorded a turnover of N29.45 billion and an Underlying Operating Profit (before interest and taxes) of N4.95 billion. Underlying
The business today A high degree of focus and consistency of strategy remain the primary drivers of growth over the years. Building a highly integrated business model allows us maintain a tight control of the value chain and considerable resilience to the wide swings in the external environment over the years. We have then been able to respond as appropriate when changes are needed in our infrastructure configuration. The decision to formalize our innovation process with a senior colleague as process leader has paid handsome dividend, keeping the new product development pipeline constantly fed. New products (defined for our purposes as products launched in the last two years) accounted for 12% of our total volume sales in 2005. A world-class consumer insight tool deployed across the Cadbury Schweppes organization backs our innovation agenda, and the effort is concentrated on our core business and adjacent categories. This allows us gain competitive advantage in an increasingly competitive environment.
Quality, Cost, Delivery, Safety & Environment and Employee Motivation. We will be leveraging these processes for advantage in 2006 onwards. In 2005, approximately 31% of the companys sales revenue came from Confectionery, and 42% from Food Drinks while Stanmark contribution was 11%. The philosophy of the business from inception was to build and sustain a solid foundation for providing functional and affordable products that help enhance the quality of life of consumers while developing a long-term mutually beneficial relationship with the community in which we operate. This heritage of caring has been the underlying principle that governs our relationships with consumers, customers, shareholders, suppliers, employees, and the society at large, as well as our policies on the environment, corporate governance, ethical trading, human rights, safety at work, diversity and equal opportunity employment practices. These carefully nurtured traditions enable us to provide brands, products, financial results and management performance
Operating Profit is used for internal performance analysis and is not intended to be a substitute for the NASB measurements of profit. Strategy The Group strategy is to create robust and sustainable positions in its core segments through focused organic growth of its advantaged brands, creating new consumer offers with distinct winning competitive edge, as well as establishing footholds in adjacent markets and segments. Acquisitions and disposals will be pursued as the opportunity arises, always based on the value-added to the business. In the last five years, the Group has added new products to broaden its range in the core segments, reformulated and repositioned others and exited markets where it believed it did not have, or could not build, sustainable business models or significant advantage based on differentiated offerings. The Group has successfully advanced its drive to serve export markets, particularly in the West Africa sub-region, and many of our brands are now officially exported to markets in the ECOWAS region. Also, our subsidiary undertaking, Stanmark Cocoa Processing Company Limited, a fully export oriented business, processes about 15,000 Tonnes of local cocoa beans into prime pressed cocoa butter, cocoa liquor and cocoa powder annually. Export revenues in 2005 were in excess of $17 million. The cocoa butter and liquor are exported to Europe and other parts of the world, while most of the powder is consumed in our Food Drinks operation. A critical element of strategy is to use local raw materials as much as possible, and source packaging materials and other inputs from local companies even if we have to provide technical support to ensure the quality standards that meet our stringent specifications. In doing this we provide support to the vital small and medium scale sector, and we have seen these businesses prosper and grow with us. We are certain that they have a significant role to play in the economic development of the country, and they need the support of companies like ours. Such a relationship further enables us to share our knowledge, values and best practice in management and ethical trading practices. One notable example of this collaboration is the Farmer Led Procurement Initiative, where we partner with cocoa farmer cooperatives, providing inputs in return for prime quality beans. Our offer of a guaranteed minimum price for their beans and the excellent opportunity to engage with and provide support for communities in the areas of their greatest need makes this collaboration truly productive. Examples of this direct CSR involvement have been mostly in education and health awareness activities, especially HIV/AIDS. In this way we also guarantee that human rights, labour, and ethical trading practices accord with international standards.
Recent changes to our portfolio As has been reported in our Annual Reports in the last two years, the Knorr franchise lapsed at the end of 2005, when it reverted to its owner. Over the 23 years we nurtured the brand, it grew to #2 in market share, was a major contributor to market growth and constituted 16% of our business. In anticipation of this change, we strengthened our innovation capability in the last two years, which will enable us cover the gap left by the exit of Knorr within a short period. This agenda, which features initiatives in both Supply Chain and Commercial Teams, is still being pursued strongly, and we expect to cover a significant part of the gap in both revenue and profit terms by the end of 2006. By this development, we are currently essentially a Confectionery and Food Drinks business with the attendant opportunity to further consolidate our market position in these categories. As we have also previously stated, we will be exploring opportunities in adjacent categories as well. Route to market Cadburys strong distribution network has long been a source of competitive advantage. Product dispatches from our Ikeja factory are carefully monitored through the various channels. Confectionery is largely impulse purchase and quite often we have helped establish new channels, in a socially responsible way, to bring our brands closer to the reach of the consumer where it matters the most. By contrast the Food Drinks category is more planned purchase, and the route to market architecture is designed to ensure success. Modern tools for inventory management enable us track stocks through critical points in the trade, and provide support to customers. As key players in the food industry, we endeavour to provide leadership in helping consumers make informed choices, especially in view of emerging concerns over health and nutrition. Our commitment covers the full span of product formulation, choice of ingredients, process and technology, disclosure and labeling as well as advertising and communication. The opportunity to serve consumers in this way makes each day an exciting experience as we seek to create brands that people love.
Winning with Customers
Contd
We have taken on very ambitious growth targets over the next seven years, and this growth will be driven by an unwavering commitment to five key goals to: * * Deliver superior shareowner returns on the back of superior business performance Profitably increase our share of the markets in which we choose to compete, including especially the Confectionery, Food drinks, and adjacent categories Expand our brand offerings into new and p r o f i t a b l e m a r k e t s a n d s e r ve n e w consumers across the West African subregion Ensure that the Groups capabilities and business processes are best in class by deploying leading edge tools, and Nurture the trust of colleagues and communities, through consistent deepening of our talent pool, increasing diversity and inclusiveness, and social responsibility through our actions and brands.
Industry trends Both the Confectionery and Food Beverages markets in which we operate are growing, and are projected to grow steadily into the future. The main drivers are population growth and demographics, relative outlay per purchase occasion, as well as product and process innovation. The emergence during 2005 of organized trade channels will fundamentally restructure the retail trade over time, and we have developed a partnership with operators for mutual benefit. Growth in the longterm will also come from geographical expansion and rising consumer disposable income.
3.
Intellectual Property
2. Market Environment
Competition The Confectionery, Food Drinks and Foods industries are highly competitive and Cadbury brands compete with other multinational, national and regional companies and private label suppliers. We compete actively in terms of quality, nutritional and other functional benefits, taste and product price; and we seek to develop and enhance brand recognition through the introduction of new products, innovative packaging, responsible advertising and promotional programmes. Cadbury Nigeria is market leader in Confectionery and Food Drinks (AC Nielsen retail audit). We operate essentially in the high quality branded segments of our key markets, though we often have to compete with unbranded products in some of the fragmented segments, especially in the confectionery market.
The Company is owner of a patent and numerous registered trade marks and domain names, and has access to Cadbury Schweppes patented designs, know-how, trade secrets and technology which relate to its products and processes for their production, the packaging used for its products together with associated marketing materials and design and operation of various processes and equipment used in its business. Beyond this, we recognize that our people are the embodiment of the knowledge, values and talent that sets us apart from competition, and we therefore place a high premium on their voluntary decision to make a career with Cadbury.
4. Governance Structure and Management

The Board, comprising 7 Executive and 5 NonExecutive Directors, governs the Company. The Company Leadership Team undertakes the day-today activities and strategy implementation. The task of managing the business is then shared among three tiers of management senior, middle and junior as well as non-management employees. The Company has adopted the refreshed Leadership Imperatives developed centrally by Cadbury Schweppes. These outline the behaviours that are expected of managers across the business and are built into the performance reviews that occur twice a year. The eight dimensions of Leadership Imperatives are: Accountable, Adaptable, Aggressive, Forward Thinking, Motivating, Collaborative, Growing People and Living Our Values. We have continued to see the positive impact of collaboration based on common understanding of expectations and performance.
Bournvita Childrens soccer camp
Highlights of the Year
The Group 2005 Nm 29,454 4,950 2,711 1,303 10,808 1,086 270 130 2 4.61 65.52 65,575 2004 Nm 22,153 4,531 2,813 1,601 9,460 945 281 160 2 8.9 60.2 60,200
The Company 2005 Nm 27,444 3,937 2,196 1,301 10,320 10.3 250 130 2 4.61 65.52 65,575 2004 Nm 20,083 3,891 2,498 1,601 9,425 8.1 250 160 2 9.7 60.2 60,012
% Change (Group) +32.9 +9.2 -3.6 -18.6 +14.2 +14.9 -3.9 -18.8 -48.2 +8.8 +8.9
Turnover Operating Profit Profit After Tax Proposed Dividend Shareholders Fund Net Assets / share (k) Earnings per share (k) Dividend per share (k) Dividend Cover (times) Interest Cover (times) Share Price @ Y.E. (N) Market capitalization Nm
2005 was the second of our four-year strategic plan in re-defining the path and pace of our future growth. The investment programme which commenced in 2002 started to yield the desired results as we saw the progressive modernization of the Food Drinks plant, and the commissioning of a new state-of-the-art Bubble Gum Factory. This has been followed by the commissioning of a chocolate plant and subsequent launch of the first real chocolate offering in Nigeria. The product format recognizes the climatic conditions that have made chocolate distribution difficult, and the development of Chocki is truly a breakthrough in chocolate offering. The continuous upgrade of our Confectionery plant and facilities has automated more of our operations with direct benefits in quality and efficiency. The recent transformation of our head office facilities underscores the commitment to build an enduring legacy of contemporary work environment, aimed at giving employees a better work life balance. This has been complemented with an upgrade of our Learning Centre, and the creation of a Fitness Centre on site for the use of employees as part of our determined effort to affirm that Cadbury is the place to be for the very best talent. The installation of a new Powder Plant in Stanmark has helped improve the flexibility of the factory in
addressing the highly volatile market for cocoa derivatives. This continuous and aggressive reinvestment in upgrading capacity and flexibility in our factories reflects our commitment to the long term viability of the Nigerian economy, and positions us to take good advantage of the opportunities in the West African markets. The result in 2005 has been sustained by strong demand for our product range driven by: a. Extension of Distribution and Availability network across the country Innovative and focused marketing support as well as increased spending behind advantaged brands An increasingly robust business model, which remains the foundation for success and anchor for efficiency improvements Improvement in Stanmark profitability in spite of the vagaries of the cocoa trade throughout the year O v e ra l l p r o f i t a b i l i t y : S t r o n g P r o f i t performance, with 15% growth in net assets per share and 14% growth in shareholders funds.
b.
c.
d.
e.
2005 Most Respected Company award presentation.
Five-Year Financial Highlights
TURNOVER
CORPORATE TAX PAID TO GOVERNMENT
30,000
1,200
25,000
1,000
=N=AIRA (M)
=N=AIRA (M)
20,000 15,000 10,000 5,000 2001 2002 2003 2004 2005 YEARS
800 600 400 200 2001 2002 2003 2004 2005 YEARS
UOP Vs PBT
5,500 5,000 4,500 4,000
FIVE-YEAR NSV & PBT OVERVIEW

30,000 25,000 20,000
Nm
=N=M
3,500 3,000 2,500 2,000 1,500 1,000 500

2001 2002 2003 2004 2005
10,000 5,000
NSV PBT
2001 2002 2003 2004 2005 YEARS
YEAR
PROFIT BEFORE TAX

4,000 3,500 3,000
HUMAN CAPITAL DEVELOPMENT

35,000 32,500 30,000 27,500 25,000 22,500
=N='000
=N=AIRA (M)
2,500 2,000 1,500 1,000 500 -
20,000 17,500 15,000 12,500 10,000 7,500 5,000 2,500 -
2001
2002
2003
YEARS
2004
2005
2001 2002 2003 2004 2005 YEARS
Trading Profit PBT
15,000
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Imo Itsueli
Chairmans Statement
Clarity and single-minded pursuit of strategy has been the underpinning strength of the business, and the Board has revalidated our long-term growth target with milestones in the context of opportunities in the growing Nigerian market and the West African sub-region.
Overview
The primary strategic agenda in 2005 was to consolidate the investments of the preceding three years in plant upgrade, route to market expansion, and business process review, as well as to rev up our innovation capability, create the roadmap for the next generation ERP platform and progress the expansion into West Africa. It was also clear that as the scale of business and the level of operational complexity increased, building capability of our people resource had to assume paramount strategic priority. This agenda meant that the company needed to rigorously review its asset utilization and exploit opportunities for out-sourcing or other costeffective initiatives. We also commenced implementation of a hub structure especially in Supply Chain architecture and capability. I am pleased to report that we made significant progress on these fronts, though clearly some of the initiatives are still work in progress. The plant upgrade work continued in 2005, with the commissioning of the first phase of the continuous confectionery plant. The exit of Knorr from the business at the end of 2005 means additional space is created for further development that requires similar infrastructure. Investment in building commercial capability and refining our route to market configuration has led to a full reorganisation of the Sales Team and the acquisition of modern tools and processes for driving our innovation plans for new product introduction. And yet it was important to keep sight of the growth imperatives of the base business and drive for higher levels of efficiency. The Board has been fully conscious that we have taken on and are implementing quite a huge agenda, and this informed the decision to raise additional equity capital during 2005. it was gratifying to note the positive response of shareholders to the Irredeemable Convertible Loan Stock Issue, which generated a net injection of N4.75 Billion. As provided for in the prospectus, the total cost of the Issue, including professional fees and duties were paid from the proceeds. Your response has enabled us to continue the investment plan. The portfolio integration work across West Africa has progressed nicely, and enables us to establish firm market positions in adjacent markets especially with our key brands, though we have had to accept lower margins on account of the overall costs in Nigeria being much higher than other jurisdictions. We have continued to strengthen our people capability and create a superbly energizing work place environment in pursuit of the initiative to make Cadbury the employer of choice. Our manpower development initiatives have paid handsome dividend, and our participation in the annual Careers Fair has provided opportunity to invite fresh Nigerian talents from the diaspora into our management hierarchy. Many such persons chose to begin their careers with Cadbury last year, and many more will join this year. Business Environment The general business environment remained challenging as ever. As with every reform programme, the gains depend largely on the diligent implementation of the agenda, based on clear objectives and unambiguous guidelines. While the financial industry reforms and Pension reforms are being carefully implemented, the port reform plan and the change to destination inspection have been far less so. Furthermore, the Common External Tariff implementation with regard to classification of materials in the new tariff structure, and the Export Expansion Grant scheme where
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Chairmans Statement
Contd
bureaucratic delays in processing documentation causes a diminution in the real benefit. These issues mean that the promise of raising the competitiveness of local industry is sometimes not delivered as expected. We would urge that urgent steps be taken in straightening the implementation of the destination inspection scheme, which is currently in a near-chaotic situation with attendant cost implication for the industry. These local developments have been compounded on the international front by the soaring commodity prices, especially crude oil, with attendant adverse impact on sugar (used extensively in Brazil for ethanol as alternative fuel), flexible packaging, freight, and sugar. We also know that the primary causes of the galloping oil price during much of 2005 are the developments in the Niger Delta area of Nigeria, and the political situation in Iran. I believe that our economy will make greater progress if we consciously count the cost of actions that produce any dislocations. Also the rapid economic growth in China is raising demand and driving up cost of many other commodities. The rising prices on the international scene are outside our control, but as with most other companies around the world, we seek to manage our business profitably in spite of these developments. The imperative to restructure the economy is not in doubt if the Nigerian economy will attain the potential that it is capable of. Managing macroeconomic balance is important, especially inflation, which tends to be driven by transportation and food costs. The existing reforms in finance and banking, downstream petroleum sector, pension a n d g ove r n a n c e r e f o r m s m u s t n o w b e complemented with reforms of the ports, property rights and creation of a viable primary mortgage industry in Nigeria. This will help the process of migrating the informal sector into the formal. Performance Reported sales were N29.5 billion, which on a like for like basis, represented Net Sales Value growth of 33%. Operating margins were 17% and free cash flow before distribution has remained healthy in spite of the high level of capital expenditure during the year.
The impact of third currency exchange has continued to affect business adversely due to the weakening Dollar, though this is mitigated by the stability of the Naira. Many of our imports come from the Euro zone, and the weakness of the Dollar, which is the reference currency, throughout the year shaved 2 points from our underlying profit return. On the same basis, underlying earnings per share were impacted 5 points. The clarity and single-minded pursuit of strategy has been the underpinning strength of the business, and the Board has revalidated our long-term growth target with milestones in the context of opportunities in the growing Nigerian market and the West African sub-region. Our capital expenditure plan has been sustained and we are delighted to report that these investments are yielding positive results. More new products are in the pipeline, aided by our Integrated Product Management initiative. Service equipment (air compressors, chillers etc) have had to be upgraded as well to meet the expansion in the manufacturing lines, and all investments are executed with a keen eye on our commitment to high standards of safety, health and environment. The engineering workshop is now being upgraded even further to cope with the increasing sophistication of the technology we employ. We are committed to serving our customers better and faster, and offering our consumers increasing variety in a manner that creates real value. This commitment to shareholder value remains the governing objective, driven by a portfolio of strong brands and an effective route to market structure. Marketing expenditure as a percentage of sales was increased in 2005 in accordance with plan. A further increase is envisaged in 2006 with the broadening of our product portfolio. The focus of new product development is to create new winners and more occasions to relish our offering whether they be occasions of joy, sharing, fellowship, relaxation or simply as a companion in the busy lifestyles of our young people. The decision to focus on our advantaged brands and to increase marketing spending behind them has yielded good results, as the consumer demand has remained strong in the face of increasing competition. We have in the process gained in our understanding of consumer behaviour, and this knowledge will help us grow. Our profit distribution policy has been consistently designed to ensure a balance between the need of shareholders for healthy returns and the imperative to invest in the future prosperity and integrity of the business. In this we have an uncompromising desire to safeguard the long term security of future cash flows for the benefit of the investing public. Cadbury Nigeria has more than tripled shareholders' investment over the last four years, delivering a cumulative growth of about 200% over the period.
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30,000 25,000 20,000 Turnover 15,000 10,000 5,000 0 2005 2004 Gross Profit Pre-tax Profit
Chairmans Statement
Contd
40th Anniversary 2005 marked the 40th anniversary of the incorporation of Cadbury in Nigeria. In considering the totality of the socio-economic environment, we decided to celebrate in a modest but meaningful way. Our Anniversary Lecture and other events were vintage Cadbury in style and quality, but the high point for us was the Anniversary Charity Walk from which we raised N40m for charitable causes. The anniversary package also included the offer of 2.5k for every unit of Tom Tom sold during the greater part of the year for suitable charity projects. N7.5m was raised from this initiative. Details of the beneficiaries are provided elsewhere in this report. It was fortuitous that our 40th Anniversary year was also the year Cadbury was voted Nigeria's Most Respected Company in a survey that involved only CEOs and facilitated by PriceWaterhouseCoopers. Such recognition is an endorsement of our Principles and Values and strengthens our resolve to drive for higher standards. Dividend The Board has recommended a dividend of N1.3billion, which is a slight drop from last year's dividend of N1.6 billion, on account of a drop in profit after tax. New Accounting Standard Board regulation stipulates full gratuity provision for serving employees, and this provision depressed the After-Tax Profits. Nevertheless we have maintained our distribution policy as this enables us to assure sustainability while guaranteeing healthy track record of returns to shareholders. The Total Shareholder Return (TSR) for the four-year period to 2005 was somewhat at par with industry average (driven by telecommunications, banking and oil sectors) but well ahead of sector average of 32% per annum.
Governance We are constantly seeking to upgrade all aspects of our governance system, and will take every opportunity to do so. Two of such improvements worthy of mention are: i. Proposed amendment to our Articles of Association with respect to quorum for our General Meetings. Article 53 currently prescribes a quorum of three, and therefore a meeting is properly constituted if three shareholders are in attendance including the Chairman. We will be seeking to amend this provision to raise the quorum to twentyfive (25) for a General Meeting. ii. The Board has also instituted a formal process for evaluating its own effectiveness as a Board, in addition to the current provisions for individual Director assessment. We believe this is the right thing to do, as it provides a formal process for the Board to keep track of its own performance against its objectives and roles, as well as a platform for feedback. This helps support individual and team development. The Board There has been no change in the composition of the Board since the last AGM. In accordance with Article 91 of the Company's Articles of Association, Ayo Akadiri, Teju Bogunjoko, Gabriel Onabote and Tunde Falase will retire by rotation at the AGM. Shareholders will be invited to re-elect these Directors who will present themselves for reelection Cadbury Schweppes Plc Cadbury Schweppes became the global leader in Confectionery with the acquisition of Adams Confectionery in 2003. That acquisition has made leading brands and their associated technologies available for development in Nigeria, and I am pleased that your company is already exploiting this opportunity. In the last year Cadbury Schweppes has also acquired Green & Black's, the leader in the
15
Gum
Chairmans Statement
Contd
fast growing premium organic chocolate segment thus strengthening its market leadership especially in UK. The strategic decision to dispose of the European Beverages business was the result of an exhaustive portfolio review, which has led to similar disposals of the Beverage business in South Africa. In turn, shareholders would have received the media reports on the full acquisition of Dr Pepper/7Up Bottling Group, having previously owned 45% of the business. Cadbury Schweppes now has 95.36% stake in Cadbury Kent, Turkey, previously family owned. Back home, following the conversion of the ICLS into shares and subsequent market activity, Cadbury Schweppes has raised its stake in Cadbury Nigeria from 46.4% to 50.02%. By this development, Cadbury Nigeria will be consolidated in Cadbury Schweppes financial statements and reporting, having been previously reported as an associate. Registrars I note that Union Bank Registrars have performed their task satisfactorily and are desirous to continue in that role. We continue to appreciate the feedback from shareholders on their experiences as such information helps us improve the service level even further.
robustness of our business model, the dedication of our people, and above all the grace of the Almighty. The growth will be further driven by innovation, where we have deployed considerable resources. Our objective remains that we will have substantially covered the impact of the exit of the Knorr business from our stable by the end of 2006. Our projection is also a reflection of the view that the economic environment will progressively improve as Government pursues the path of liberalization, deregulation and withdrawal from the commanding heights of economic activity. These are early days in the reform process, and we believe the real benefits will unfold even further in the years ahead, provided the energy and drive behind the reform agenda does not wane. This is the only path to truly paving the way for private investment, job and wealth creation, as well as real growth. Clearly we now must stay the course in restructuring the economy in a manner that grows the non-oil sector, accelerate exports, liberate the energies of the Nigerian people and makes them more economically active. A relentless drive to strengthen the formal processes, build modern governance and institutional systems and achieve a better co-ordination between fiscal and monetary policies will help promote a gradual migration from the informal sector to the formal and a more healthy social structure. Our core purpose Working Together to Create Brands People Lovereinforces our belief that our people, through their engagement with other stakeholders, create value for our business. I am confident that this passion for winning, combined with a drive for capability improvement and a focus on our strategy will see the company in sustained leadership for many years ahead.
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Looking Ahead 2006 has started satisfactorily but not without its challenges both those we are now familiar with, and new ones that confront manufacturing industry as a whole. The wider global issues that impact on economies in the developing world have taken a new turn and increasingly coloured by the political developments around the world. The high cost profile in the industry remains a continuing challenge, especially with respect to infrastructure and tariffs. Our forecast for 2006 maintains the huge strides we have achieved in the last few years. We project acceleration in the pace of growth of our legacy business driven by the strength of our brands, the
Imo Itsueli Chairman
Reshaping the way we work
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Bunmi Oni
Report of the Directors

Preamble
usiness has an essential role to play in job creation and growing the talent pool in a progressive society, and must indeed be the engine of economic growth and wealth creation. Business produces goods in relation to which consumers express a choice, it provides employment, pays taxes, and ultimately rewards its shareholders. Our products are purchased in millions around the country and beyond because they fulfill a broad range of needs. Our Food Drinks satisfy the nutritional and physiological need for nourishment, satisfaction and taste. Our confectionery offers functional attributes, taste indulgence, reward and gifting opportunities. These fundamental needs are catered for in a range of high quality products and a wide variety of presentation styles. Consumers have come to develop special relationships with these brands and this makes them the obvious preferred choice. With this choice comes a responsibility on us to offer access to our products, and this informs our investment in distribution networks that provide competitive advantage. Consumers desire to have ready access to their favourite brands whenever they choose. The combination of preference and presence when sustained assures the quality of performance we have delivered. This also makes the protection of their reputation an essential ingredient of our long-term success. The challenges of operating a manufacturing business are huge, but whatever the challenge managing an efficient supply chain, investing in the important needs of society, working with interested bodies and with government in policy advocacy, education and information in promoting healthy lifestyle and sensible diet in combating malnutrition all these can be addressed in the knowledge that they will be applied within a clear set of operating guidelines. Our active involvement in a wide range of initiatives proves that freedom and responsibility are no more mutually contradictory in the food and confectionery industry than they are in any other part of our complex lives. Business Review The Chairman's Statement on pages 13-16 and the financial statements on pages 40-51 report on the Group's activities during the year, and it's position on Balance Sheet date, as well as the Group's likely future developments. There were no acquisitions or significant business disposals by Cadbury Nigeria in 2005. The major change to our portfolio was the exit of Knorr brand at the end of 2005, when the brand reverted to its owner. Business Structure Cadbury Nigeria plc is owned (as of March 18, 2006) 50.02% by Cadbury Schweppes plc and 49.98% by a highly diversified spread of Nigerian individual and institutional shareholders The analysis of shareholding structure shows that the top 31 shareholders, other than Cadbury Schweppes, own 9.07% of the equity.
Shareholding No of Range Holders 1 - 100 101-1,000 1001- 5,000 5001 - 10,000 10,001 - 50,000 50,001 - 100,000 100.001 - 700,000 700,001 - 1,000,000 1,000,001 - 10,000,000 10,000,001 - 50,000,000 50,000,001 and above Total 6,325 % 7.44 Total % Units Holding 406,440 16,427,662 66,996,555 58,281,517 153,279,531 46,552,138 104,489,775 9,645,969 59,786,910 40,037,364 544,936,756 0.04 1.49 6.09 5.29 13.92 4.23 9.49 0.88 5.43 3.64 49.50
34,316 40.38 26,855 31.60 8,040 8,250 676 482 12 29 2 1 84,989 9.46 9.71 0.80 0.57 0.01 0.03 0.00 0.00
19
100 1,100,840,617 100.00
Product Range The brands with which we address consumer markets have held up in each of the three categories we participate in, and our offering in each category has been designed to fulfill specific consumer needs. The relative contributions of the Confectionery, Food Drinks, and Foods businesses in 2005 were 31%, 42% and 16% respectively. Stanmark Cocoa Processing Company accounted for 11% of sales revenue
Contd
Confectionery: Tom Tom, Buttermint, clairs, Malta Sweet, Trebor Mints, Jollies Lollipop range and Cadbury chocolate range are the main brands in the confectionery stable. Each one has grown to become a household name, and hold market leadership in their segments. Food Drinks: The lead brands are Bournvita and Richoco, and between them hold market share leadership. These brands offer nutritional benefits that help to supplement the dietary intake of consumers, and in some cases help defray the deficiencies in the routine diet. These supplements have been offered as part of our social responsibility obligations. Foods: The Foods business is primarily Knorr Seasoning Cubes, which was manufactured and sold under a comprehensive franchise agreement that expired in November 2005. Stanmark Cocoa Processing Company The Stanmark business was created following our strategic decision to gain an entry into the export market, and to take a firmer control of the supply of good quality cocoa powder into our products. This dual purpose has been achieved and in spite of the difficulties of the cocoa trade, the Stanmark business has been consolidated. The Farmer Led Procurement Initiative has been reported elsewhere in this document, especially the opportunity we have created to engage with farmer cooperatives to share learning and transfer our values of ethical trading practices. Results for the Year 2005 The audited financial Statements for the year ended December 31, 2005 is presented in the appropriate section of this Report. The summary of the top line performance is as follows:
The Group 2005 Nm Turnover Operating Profit Profit Before Tax Proposed Dividend 4,950 3,853 1,303 2004 Nm 4,531 3,849 1,601 The Company 2005 Nm 3,937 3,194 1,601 2004 Nm +33 3,890 +9.2 3,534 +0.1 9,425 +14.2 1,601 -18.6 %
imposed an import ban on some consumer items in a protectionist move. The import ban instrument needs to be complemented with an active promotion of relevant industry sectors. Broad money (M2) grew 19%, ahead of the target of 15%, and with GDP growth of 5.5%, inflation level was higher than initial projections. The capital market maintained its stride in the year, with total market cap closing just shy of N3 trillion. o o Top 20 companies by capitalization account for 79.8% Market capitalization growth of 37% yearon-year, (5-yr CAGR = 25%) All-Share Index surged 1% to 24,086. (5yr CAGR = 29.8%) Cadbury market capitalization rose 27% to over N65.6b. Closing Share price N65.52.
o
350
20
300
250
200
150
100
50
Un
PZ il no Co bi l Mo k an r ib Af ss ce Ac ka ha As CO AP W o nd Oa l ta To r ve i le
29,454 22,153 27,444 20,083
Shareholders' Fund 10,808
9,460 10,320
Cadbury Nigeria closed 10th in the total market, with a capitalization of N65.6 billion, and a five-year average return on investment of 25% compared to market average of 14.6%. Total shareholder return for the same period was 41%. Performance measurement The Company has defined three key medium term financial performance targets under the Managing for Value (MFV) agenda. Two of these, Operating Profit Return and Earnings Per Share growth, are measures of the internal results of the Group, while the third is a measure of Total Shareholder Return. a) Underlying Operating Profit Return
NB
FB N
UB
A UB e st l Ne h n it Ze ss ne in Gu N
NB
B GT C
CN
Commentary The evolution of economic policy progressed somewhat in 2005. This is however not to underrate the significant development with respect to negotiations with Paris Club on Nigeria's sovereign debt. The IMF acceptance of the soundness of the NEEDS initiative provided the basis of their approving the Policy Support Instrument, which in turn has been the premise for the milestone deal with the Paris Club. By end of April 2006, Nigeria had exited the Paris Club of debtor nations, with the final payment of the $12b in a landmark debt buy-back deal. Government took the politically difficult decision to deregulate major economic sectors including, especially, the downstream petroleum sector, but in the same breath
The table below isolates the movement of Underlying Trading Profit Return as a percentage of Sales. The strong profitability of the business, along with sustained capital expenditure profile, is in accord with the strategic intent in the long term. The intent for the medium term future is to improve the Trading Profit Return still.

Measure 2005 2004
Contd
% 2003 Change Turnover Nm 29,454 22,153 +33 20,567 Operating Profit Nm 4,950 4,531 + 9.2 4,232 Operating Profit Return % 16.8% 20.5% 20.6%
b.
The drop in Operating Profit return in 2005 was due primarily to the provision for gratuity in accordance with new Accounting Standards Board requirement. This provision effectively dipped profits in the short term, and is expected to be a three-year impact. Some of the factors that impacted profitability in 2005 (and what action we are taking to mitigate the impact) include: i. New Accounting Standards Board regulation on provision for gratuity for all serving employees. A total provision of N500m has been charged against profit in compliance with this regulation. This is only a provision, and not expenditure since our labour turnover is extremely low. However this provision will impact the profits for another two years. Materials cost escalation. a. The soaring price of crude oil had a huge impact on all commodity prices and freight costs. Those that affected us the most were * Flexible packaging materials: The international price of the base resins rose 40% during the year, with significant effect on local suppliers. We are collaborating with other industry leaders to advocate for the removal of import duty on base resins for a period of time to help local industry. * Sugar: The large-scale use of sugar cane for production of ethanol in Brazil (one of the largest producers of the commodity in the world) in their quest for alternative fuel for motorcars caused the astronomical rise in the world sugar price. The increase in import duty on refined sugar to 50% did not help matters. * Tin plate: The impact of high oil prices (tin plate manufacture uses furnaces which consumes energy) was compounded by high demand in China
Tariff structure: The classification of materials under the new Common External Tariff structure obviously needs to be reviewed to align with the principle that raw materials attract 5% duty, intermediate products 10% and finished products 20%, with the scope to raise duty on special items where local industry needs protection.
Some of the initiatives to contain the impact of cost escalation include: i. Outsourcing of more non-core activities. Many activities have been outsourced over the years, but current efforts take the initiative deeper. In 2006, our entire transport fleet has been outsourced on an operating lease arrangement. Restructuring for higher efficiencies, especially with the increasing automation of the manufacturing process. Unfortunately, this led the departure of 38 colleagues in March 2006. The full reasons for and extent of the rationalization was discussed with the employees, and full redundancy benefits paid instantly.
ii.
ii.
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b)
Earnings Per Share

400 350 300 250 200 150 100 50 0 2001 2002 2003 2004 2005 EPS (kobo)
Flexible Wrappers Diesel Sugar Gum Base Butter Oil Cans 0 20 40 60 80

c)
% cost increase 2005 Vs. 2004

Some key input materials and the cost increases in 2005 over 2004. The scale of the increases is such that cannot be recovered in product pricing.
Total Shareholder Return The track record of value creation is demonstrated in the TSR chart below. The fiveyear track record shows a cumulative growth of 200% over five years during which capital gains have been 3,402k Cumulative Dividends of 738k and Bonus impact of 2,158k. The growth in total return has been driven largely by capital gains and the impact of bonus shares issued.
Earnings Per Share The growth of earnings per share is the second key measure, and the chart below shows the net growth over the last four years. The EPS dilution is on account of the increase in the number of shares.
Contd
Value for the Investor 5-YEAR SHAREHOLDER RETURNS - 2001 - 2005 Components Capital Gain Cum Dividends Bonus Effect Total % KOBO 3,402 738 2,158 6,298 199.9 % 54.0 11.7 34.3 100.0
below Board level, and that paid by comparable companies. Salary brackets of Directors are indicated later in this report. Of course the CEO does not participate in decisions about the pay. Interest of Directors The direct and indirect interests of directors in the Issued Share Capital of the Company in the Register of Members and as notified by them for the purpose of Section 275 of the companies and Allied Matters Act, 1990 are as stated hereunder. The Company maintains a code that guides Directors for dealing in Cadbury shares. This code prescribes periods within which such trading is not permitted, and required notification to the Company Secretary whenever a Director desires to trade in Cadbury Stock during permitted periods.
Shares Held At 31/12/05 Imo Itsueli Direct 164,557 *Indirect1 42,029 - *Indirect2 40,426 Bunmi Oni Ayo Akadiri Andrew Baker Teju Bogunjoko Tunde Falase Raymond Ihyembe Biodun Jaji Chris Okeke Gabriel Onabote Segun Oyewole Matt Shattock Shares Held At 10/02/06
The share price performance is shown in the next chart, which compares movement on a monthly basis with the change in All-Share Index. Cadbury shares performed generally at par with the market.
30.00 25.00 20.00 15.00
Trend Analysis of CN Shares Vs. All Share Index
Rates
10.00 5.00 0.00 -5.00 -10.00 -15.00

1/7/2005 1/19/2005 2/4/2005 2/18/2005 3/4/2005 3/18/2005 4/1/2005 4/14/2005 4/29/2005 5/13/2005 5/27/2005 6/10/2005 6/24/2005 7/8/2005 7/22/2005 8/5/2005 8/19/2005 9/2/2005 9/16/2005 9/30/2005 10/14/2005 10/28/2005 11/11/2005 11/25/2005 12/9/2005
22
-20.00
Dates
% Change in CN Share Price
% Change in All Share Index
197,437 50,389 247,012 45,426 626,587 232,547 Nil 278,031 10,733 Nil 144,393 Nil 20,889 20,139 Nil
293,252 751,707 315,742 Nil 378,031 10,733 Nil 158,773 Nil 122,929 22,079 Nil
12/23/2005
Dividend The directors recommend to shareholders the payment of a dividend in respect of the year ended December 31, 2005 of N1.3 b. or N130 per 50k Ordinary Share (2004: N1.6 b. and N1.6 per share respectively). Payment of dividend is subject to deduction of withholding tax at the appropriate rate. Directors In accordance with Article 91 of the Company's Articles of Association Ayo Akadiri, Teju Bogunjoko, Gabriel Onabote and Tunde Falase will retire by rotation at the AGM. Shareholders will be invited to re-elect Directors presenting themselves for reelection Salaries for Executive Directors The Chairman's Committee comprising the Nonexecutive Directors and the Chief Executive fixes the remuneration of Directors. The remuneration policy is to ensure that the salaries in the Company are competitive, thereby enabling the Company to attract and retain high caliber executives and at the same time protect the interests of shareholders. In setting the basic salary of each Director, the Chairman's Committee takes into account market competitiveness and the performance of each individual Director, together with any changes in position or responsibility. This structure is consistent with the reward structure in place for executives
*Indirect1 = Catherine Josh Associates Indirect2 = The DIL Company Limited
Directors' interest in Contracts None of the Directors has notified the Company for the purpose of section 277 of the Companies & Allied Matters Act, 1990, of any declarable interest in contracts with which the Company was involved as at 31st December, 2005. Record of Directors' attendance at meetings. The record of Directors' attendance at Board meetings during the year under review is disclosed in the Corporate Governance section of this Report. Accounting for People We employ over 2000 colleagues in the Group including 40 in the executive and senior management categories. 12 employees have served the company consistently for over 30 years, and one in every three employees has served for ten years or more. The increasing number of our staff who are staking their working life with the company gives us both encouragement and continuous challenge to provide an environment that enables them to exercise their God-given talent, and to achieve the best for the company and for themselves. We are an equal opportunity employer, and endeavour to sharpen our employment practices in line with international standards. Women constitute 27.4% of our management staff, but current statutory restriction on shift work limits
Contd
=N='000
the proportion of women in the non-management category to 11.2%. Staff turnover is generally low at less than 1% per annum over the last five years. We take special pride in our people, because they are the embodiment of the skills, talent and knowledge that make the difference for our business. They are our competitive advantage. a. Talent management We pay special attention to talent management and to ensure that we have the right skills to meet the growth targets we have committed to. The process involves contemporary methods of performance management, including a 360o feedback mechanism. We pursue a policy of making Cadbury an employer of choice. b. Remuneration The analysis of the staff remuneration for the year forms part of the notes to the Accounts. The aggregate gross remuneration to persons employed in the Company was =N=3,367.4m (2004: =N= 2,896.4m). The company maintains a policy of competitive remuneration for all grades of employees. A review of our pay structure in 2005 meant that we had to raise salaries across all cadres as this is a key factor among others in employee retention. The rapid growth of the telecommunications, banking, services and oil industries has meant increasing competition for talent. Furthermore, as we deploy higher automation technologies and business processes, the higher calibre of employees must be rewarded adequately. This increase reflects in Directors pay as well . The average number of employees in the Company is summarized below: Executive Management Non-Management Total 2005 7 275 1,886 2,168 2004 7 259 1,782 2,048
(HUMAN CAPITAL DEVELOPMENT)

35,000 32,500 30,000 27,500 25,000 22,500 20,000 17,500 15,000 12,500 10,000 7,500 5,000 2,500 -
2001
2002
2003 YEARS
2004
2005
Development is a shared responsibility and employees for their part must possess the drive, initiative and motivation to take advantage of the available learning and development opportunities. Indeed, we believe that the individual employee is the most powerful agent in the course of his or her own learning and development. d. Employee Involvement The Company's on-going success in achieving its commercial objectives depends on the contribution of employees throughout the business. Employees are encouraged to participate in Company affairs on a routine basis wherever they happen to work. Also several formal channels and consultative committees exist for participation, and the Company communicates with its employees about its activities through many platforms created for that purpose. One recent innovation has been the concept of town hall meetings where employees have ample opportunity to contribute to policy before they are finalized. e. From Commitment to Engagement In the continued effort to demonstrate our passion for people, we make every effort to move our teams up the maturity scale in terms of collaboration. Our Working Better Together and Growing Our People agenda have opened up new horizon in moving higher on the scale of commitment and engagement. A company-wide Climate Survey conducted by international experts in October, 2005 specifically underscored our progress. In that survey which covered 100% of employees, 80% or more: know what is expected of them in their job. are committed to the success of their teams. are proud to work for Cadbury Nigeria. feel they have an opportunity to support local community activities. feel they have opportunity to develop new skills. feel new ideas are welcome. believe their teams work effectively with other teams in the organisation.
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Temporary workers were used for certain nonrecurring tasks intermittently during the year as required. c. Learning and Development The Company's ability to sustain a competitive advantage over the long term is determined to a large extent by the continuous development and empowerment of employees. We therefore see investment in people as a major part of strategy development, and have maintained a consistent policy of training, both locally and abroad, to enhance skills and competence. As opportunity arises, deserving employees are offered international exposure within the Cadbury Schweppes Group through carefully planned programmes. The Company is committed to providing an environment which values continuous learning and which provides development opportunities.
Contd
With the degree of rigour in the independent survey process, these results are heart-warming and represent a positive trend from a similar survey conducted in 2004 but on a pilot scale. f. Equal Opportunity Statement The Company is committed to providing equal opportunities to individuals within its business in all aspects of employment. In support of this, policies, procedures and practices focus on ability and do not discriminate on any other basis. g. Disabled Persons The Company has in its employment 5 disabled persons who have served between 4 and 23 years. They are offered jobs on the basis of their skills and sometimes the jobs have to be modified to suit their particular circumstances. h. Health, Safety and Environment Apart from the Company's maintenance of a set of high-standard health and safety rules, it accords the greatest priority to their implementation, as a leading company in the food-processing sector. The work environment is kept conducive, with less safe areas clearly marked and labeled. The use of safety/protective materials (goggles, shoes, ear muffs, etc) is strictly enforced. Furthermore, all employees participate in a safety-training seminar at least once a year, while Company safety personnel attend seminars run by external consultants regularly and frequently. Good health services are provided through the Company's operation of its own modern Clinic manned by a full-time Medical Officer, working with a team of competent nurses and other staff along with the use of other health centres on retainership basis. Good food is also provided free at the staff canteen for management and nonmanagement staff. The Medical department conducts annual medical checks for Management and Staff, as well as health seminars and counseling for various groups. The company has adopted international GMP (Good Manufacturing Practice) standards in all of its factory operations. We also pay special attention to the safety of vulnerable groups such as Salesmen who drive under various conditions. Full time Safety and Environment professionals help us develop policies and standards that meet Cadbury Schweppes reporting standards. They conduct audits routinely, and present maturity profiles on performance measured against published criteria. i. HIV/AIDS We have a robust work place programme for ensuring that employees are fully informed about the scourge of this disease, including causes and prevention. Our documented policy statement is widely circulated among employees, guaranteeing absolute confidentiality and forbidding any form of
discrimination. Disclosures may only be made with the consent of the employee, and hotlines are provided for those who desire more counseling in complete anonymity. The trained volunteer steering committee members organize frequent activities. Slogans designed by employees and reminders through various means, including prints on monthly pay slips, are used to keep HIV/AIDS awareness level top of mind. As part of our community engagement programme, we are working with the local community to design communication and awareness programmes. Clearly we accept that it is the business of business to actively participate in checking the spread of this disease. In this we are glad to note that the national prevalence rate has dropped from 5.8% to 4.4% due to the collaborative efforts of government and the business community. J. Housing Scheme The Company runs a very active Housing policy, which encourages employees to embark on construction of homes for themselves. Facilities are provided to enable qualified persons to raise funds through Company-guaranteed Bank loans for this purpose. An increasing number of employees at all levels are benefiting from this scheme. Home ownership is a vital motivational factor, and the Company is in the vanguard of promoting this concept. Productivity The Company has continued to pursue a vigorous productivity improvement programme, using the internationally acclaimed concepts and tools. This accords with the corporate philosophy of the pursuit of excellence and has produced results in tangible cost reduction and efficiency improvement. Our Value Based Management (VBM) programme provides new horizon for advancing our quest for international standards. Risk Assessment Risk is an integral part of any commercial operation. All assets are competitively insured, and our business continuity planning procedures are reviewed regularly. Documented procedures are made available to contractors who work on site. Distributors The Companys products are distributed nationally through an extensive network. The principal partners are in the key categories of Trading Companies, Key Accounts, Institutional customers and numerous customers and channels who are served through our Depots across the nation. Products reach the ultimate consumer through a chain of wholesalers and Retailers. The emergence of organised retail chains will progressively streamline the channel structure over time. Stocks are adequately covered by insurance throughout the supply chain; with responsibilities clearly demarcated.
24
Contd
Royalties and Technical Service Agreement Cadbury Nigeria Plc continues to receive technical support from Cadbury Schweppes Overseas Limited, provided under a Technical Services and Royalty Agreements. The Agreements are made with the approval of the National Office for Technology Acquisition and Promotion. Technology absorption Continued thrust in the area of product, packaging and process development yielded good results. Modern technology is readily deployed and ongoing development work reflects a substantial absorption of leading edge manufacturing technology. New product development activity is geared to meeting the needs of the Nigerian and other West African consumers. Audit Committee In accordance with the provision of Section 359(3) of the Companies & Allied Matters Act, 1990, the Audit Committee was elected at the last Annual General Meeting comprising three Directors and three shareholders namely, Ayo Akadiri, Andrew
Baker, Chris Okeke, Ayorinde Thomas, Zeloyi Enunwa and Sarata Balogun. The Committee functioned effectively throughout the year and their report is presented elsewhere in this presentation. The functions of the Committee are as provided in Section 359(6) of the Companies & Allied Matters Act, 1990, and the Committee will be reconstituted as prescribed by law at the AGM Auditors In accordance with Section 357(2) of the Companies & Allied Matters Act, 1990, the Auditors, Messrs Akintola Williams Deloitte will continue in office as Auditors of the company. By order of the Board
Moudu Ugbodaga Company Secretary
25
Corporate Governance
he Board's policy is to manage the affairs of the Group in accordance with the most appropriate standards of good corporate governance. The Board, early in 2003, approved a revised Code of Conduct for Directors and Senior Managers, aimed at ensuring that our executives are brought up to date on their obligations and have openly communicated this to our Auditors and the Audit Committee. Executives have to formally subscribe to the Code and are held accountable for their compliance. The Company Code conforms to the guidelines contained in the Code of Corporate Governance in Nigeria issued by the Securities and Exchange Commission. Compliance with the Code 1. Cadbury Nigeria policy conforms to the Code in critical areas of governance and Board activities. Specifically the structure of the Board featuring independent Directors, separation of Chairman and Chief Executive Officer roles, Board processes and reporting/control mechanisms comply with the Code. 2. The Auditors, Messrs Akintola Williams Deloitte do not provide any other remunerative service to Cadbury Nigeria Even though we did not have designated Remuneration and Nomination Committees, the Chairman's Committee comprising all non-executive Directors and the Chief Executive Officer cover these responsibilities and report at the full Board.
4.
The Board provides direction in matters of policy and strategy. In both of these, the Chief Executive Officer with the Executive Team initiates and agrees details and specifics with the Board. Investments and capital expenditure proposals, as well as borrowing limits and authorizations are exclusively decided by the Board.
5.
The development in our Corporate Governance work in 2005 was to create a formal Board evaluation process by which the Board evaluates its own performance and effectiveness. The same process allows individual Directors receive a feedback on their contribution to the work of the Board. We see this as an important step to further sharpen our governance structures and procedures. Furthermore, we have begun a whole initiative around Sarbanes-Oxley compliance, especially the provisions of section 404 of the Act. This demands an even deeper level of rigour, and we have designated a compliance manager to lead the initiative to the next level The Board comprises an almost equal mix of executive and non-executive Directors, with a nonexecutive Chairman. Every effort is made to maintain this balance, without jeopardizing the standards for which the Company has come to be known. The meetings of the Board are scheduled well in advance and a folder containing the agenda and
26
3.
A cross section of shareholders at the last AGM.
Corporate Governance Report contd

reports covering full business review, highlights from Audit Committee meetings and subcommittees of the Board, is circulated to all Directors. The Board meets four times a year. The record of attendance of Directors at Board meetings during 2005 is detailed below: Meetings attended out of 4 Imo Itsueli 4 Bunmi Oni 4 Ayo Akadiri 4 Andrew Baker 4 Teju Bogunjoko 4 Tunde Falase 4 Raymond Ihyembe 4 Biodun Jaji 4 Chris Okeke 4 Gabriel Onabote 4 Segun Oyewole 4 Matt Shattock 4 Director Attendance at 2005 AGM Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes employees in taking the right decisions when confronted with challenging situations in their routine responsibilities. We subscribe to the Convention on Business Integrity, and endeavour to keep our commercial activity within the ambit of the law at all times, while ensuring that we respond openly to legitimate demands of regulatory authorities particularly with regard to product manufacture and sale, capital procurement, environmental protection and taxation. Even though we hold significant market share positions in some areas of our business, we are conscious to ensure that we respect competition, and insist on fairness in all our business dealings. We continue to work with our supply chain partners, sharing knowledge and technical advice to help them assure quality and ethical standards. We are involved in the procurement of cocoa beans from various farmer associations, and have championed a Farmer Led Procurement Scheme, which allows us to partner with Farmer Co-operatives through supply of key inputs and chemicals. In exchange we are assured better quality beans for which we commit to pay a fair price, often with a minimum guaranteed. The scheme also creates opportunity to engage with farmer communities and provide support for priority development needs identified by such communities. This also raises our confidence about farming and labour practices behind cocoa beans supplied to our factory in Ondo.
We affirmed our commitment to the revised Cadbury Schweppes Business Principles, and the u p d a t e d C o d e o f Va l u e s . T h e s e a r e comprehensive codes that guide the decisions relating to all aspects of the business. Ethical Trading and Human Rights Cadbury Nigeria has always been in the vanguard of advancing the ideals of ethics and high standards in its commercial relationships as well as promoting accountability in the internal operations. The openness implied in the philosophy has often been a great assistance to
27
Bunmi Oni
Board of Directors & Company Secretary
6 10 11 3 7 5 8 13
12
28
29
Cadbury 2005 Annual Report & Accounts
1. Imo Itsueli
Imo Itsueli, 56, joined the Board of the Company as a non-Executive Director on 1st February 2001 and was appointed Chairman of the Board also in a non-Executive capacity on 13th February 2002. An accomplished entrepreneur, Imo is Chairman/ Managing Director of Dubri Oil Ltd, Africa's first indigenous Crude Oil Producing Company, and a member of the Board of the Nigerian Economic Summit Group amongst other Directorships.
(1992). Bunmi became Managing Director of Cadbury Nigeria in December 1992, Chief Executive on 12th June 1995, and is a member of the Regional Executive Team of Africa, Middle East and Turkey Business Unit of Cadbury Schweppes. He is a Director of Berger Paints Plc.
fourteen years, he managed significant confectionery and foods businesses in UK, Canada, the Netherlands and France. Andrew rejoined Cadbury Schweppes in 2000, and was appointed Managing Director, Africa Middle East and Turkey Business unit in March 2003.
6. Tunde Falase
Tunde Falase, 40, joined the Company in 1990 as a Management Trainee, and is a past winner of the Company Award for Excellence (1999). Tunde was appointed Business Development Controller in 2000, and has held a succession of senior positions in the Company and within Cadbury Schweppes, including VBM Manager, Africa and Middle East sub-region. He was invited to the Board on 12th December 2003 as Human Resources Director, and became Marketing Director in February 2006.
including Central Insurance Company Plc and also runs his thriving business in Lagos.
Nigerian Starch Mills Limited. He also acts as Adviser to SOS Kinderdorf International.
Stanmark (1996), and elevated to the Board of Cadbury Nigeria on 18th February, 1998.
8. Biodun Jaji
Biodun Jaji, 50, joined the Company in August, 1982 as a Management Trainee and is a past winner of the Company's Award for Excellence (1990). Biodun has held a succession of leadership roles within the Company including Materials Management Controller (1991), and was elevated to the Board in December 1992 as Sales & Marketing Director. He was appointed Sales Director in February 2006.
10. Gabriel Onabote

Gabriel Onabote,50, joined the Company in February 1986 as Engineering Inventory Manager. A past winner of the Company's Award for Excellence, Gabriel was at various times, Departmental Engineer, Business Unit Manager, and Planning Controller, before he was invited to the Board in December 2002 as Logistics Director. He was appointed Manufacturing Director in November 2004.
12. Matt Shattock

Matt Shattock, 43, was appointed a non-executive Director on February 10 th , 2005. He joined Cadbury Schweppes in early 2003 as President A m e r i c a s C o n f e c t i o n e r y, f r o m Unilever Best Foods where his career spanned marketing and general management roles across a number of businesses, including Birds Eye and Lipton. He is currently President, Europe, Middle East and Africa Confectionery, and a member of the Chief Executive's Committee of Cadbury Schweppes.
3. Ayo Akadiri
Ayo Akadiri, 58, was appointed to the Board on 20th July, 1987 in the position of Finance Director. Before joining the Company, he had acquired wide and varied experience in banking and the industrial worlds. Ayo is well respected in industry, and was a recipient of the 1995 Nigerian National Productivity Merit Award in the individual category.
5. Teju Bogunjoko
Teju Bogunjoko, 55, joined the Company in January, 1984 as Process Development Scientist. A many-sided Scientist, and first winner of the Cadbury Nigeria Award for Excellence, he has since joining the Company successfully undertaken many development projects, including the Cereal Conversion Plant, for which the Company holds a patent. Teju was appointed to the Board on 10th April, 1991 as Technical Director, the first Nigerian to occupy that position, and became Operations Director in July, 1995, and Operations Development Director in November 2004. He was a recipient of the Nigerian National Productivity Merit Award (1991).
2. Bunmi Oni
Bunmi Oni, 52, is a past winner of Cadbury Nigeria Award for Excellence (1987), and past chairman of the Nigerian Economic Summit Group. He began his career in the Company in 1977 as management trainee, and has held a succession of leadership roles in Cadbury Nigeria and Cadbury India, including Personnel Director (1988), Planning Director (1990), Sales & Marketing Director (1991), and Vice President Marketing, Cadbury India
7. Raymond Ihyembe
Raymond Ihyembe, 56, joined the Board on 16th September, 2004 in a non-executive capacity. He had at various times held a succession of senior positions in Shall Petroleum Development Company, Nigerian Bank for Commerce and Industry, and AfribanK Plc, where he was Group Managing Director & Chief Executive between 1999 and 2002. He serves on the Board of many Companies
9. Chris Okeke
Chris Okeke,54, was invited to join the Board on 19th June, 2003 as a nonexecutive Director. Chris is a Legal Practitioner and partner in the firm of Ajumogobia & Okeke, one of the largest and well-known commercial law firms in Nigeria. He serves on the board of a number of companies, including Assets and Resources Management Company Ltd. and
11. Segun Oyewole

Segun Oyewole,56, joined the Company in 1981 as Planning Accountant. A first class graduate of physics and a fellow of ICAN, he is a past winner of the company's Award for Excellence (1992). Segun was at various times Finance Director, Stanmark Cocoa Processing Company Limited and General Manager IT, Cadbury Nigeria, before his appointment as Managing Director of
4. Andrew Baker
Andrew Baker, 47, was appointed a non-executive Director on 19th June, 2003. He first joined Cadbury Schweppes in 1982, and left in 1986 with a management buy-out of Premier Brands. Over the next
13. Moudu Ugbodaga

Moudu Ugbodaga,40, was appointed Company Secretary in January 2003. He joined the Company in April 1994 as Legal Officer, and became Manager, Legal & Secretarial Services in 1999. Moudu also serves as Company Secretary of Stanmark Cocoa Processing Company Limited.
Cadbury Nigeria Plc
MINT
Corporate & Social Responsibility Report
s we grow our business we face increasing expectations for the highest standards of business integrity, risk and uncertainty as well as increasing competition. We are persuaded that growing shareowner value is compatible with increased accountability for social and environmental performance. To meet this we are implementing policies and processes that clearly align business growth with a strong sense of our obligations to society. Living Our Values Our focus on social responsibility spans the continuum from high quality product offerings that offer real value for money. We pioneered the fortification of Food Drinks products by adding body building vitamins and minerals to our offering Bournvita in order to help raise the quality of the dietary intake of the Nigerian consumer. This concept is being extended to our confectionery offerings with the introduction of Halls Take 5, a vitamin-enriched sweet. Community involvement is at the heart of many initiatives we undertake, and some examples include the Tom Tom Zebra Crossing sponsorship to make our roads safer, the Bournvita Magic Flight to offer real leadership development exposure to kids, the Bournvita Teachers Award, for which we have received recognition from national and international authorities. We encourage our employees to participate in community programmes on a volunteer basis, that involve teaching in schools, and environmental sanitation exercises in neighbourhoods, and in this endeavour we collaborate with Junior Achievement Nigeria, AIESEC and many others. In early 2006, we subscribed to an audit of our Human rights, Employment and Ethical Sourcing practices, which further assured us that our benchmarks meet international standards
Ethical Sourcing & Procurement We have also developed channels for actualizing our ethical sourcing standards, underpinned by a system of supplier evaluation, training for employees and a programme of engagement with suppliers. One area this has been pioneered is in cocoa buying through Stanmark Cocoa Processing Company, where our Farmer Led Procurement Scheme has started to yield great results. Our partnership with farmer co-operatives provides a platform for engagement with communities, and to offer relevant support where it matters most to such communities. We provide inputs and commit to a guaranteed minimum price for top grade cocoa beans each season, based on market trends. In return farmers in the co-operatives are able to nurture the crop and supply good quality beans since they can expect a handsome premium for such hard work. Marketing Food and Consumer Issues One more area of activity is the policy on consumer issues relating to the role of food in public health and the marketing of our products. These include a
Human Rights and Employment Standards We have derived tremendous benefit from the knowledge and resources in Cadbury Schweppes in developing our formal policy on Human Rights and employment standards. The policy covers core labour rights and dignity at work, health and safety in the workplace, fair remuneration, diversity and inclusion, as well as respect for differences and opportunity to develop. The policy has been developed taking into account international standards such as the International Labour Organization conventions and the Universal Declaration of Human Rights as well as cultural and industry best practice locally in Nigeria. It applies to all employees and we have commenced action to extend this to our suppliers and customers.
31
contd
marketing code of practice with particular reference to children, obesity prevention, enhanced labeling to facilitate informed decision making by consumers, portion size review, guidelines on vending in schools, withdrawal of embedded toys in products, added trans-fats in products, genetically modified ingredients and bubble gum disposal. Some of the standards we have adopted are ahead of the local legislation but we are committed to playing an active part, working with government, industry and concerned organizations in finding longer term solutions to problems posed by the current lack of Education and understanding about the appropriate role of food and activity in public health. Environment, Health and Safety Cadbury Nigeria subscribes to the Cadbury Schweppes new integrated Environmental Health and Safety (EHS) Policy with supporting standards. This policy deals with environmental issues related to the manufacture of our products, protecting biodiversity and the ecosystems from which the company s o u r c e s r a w materials, the management of its supply chain and the distribution sale and consumption of its products. The EHS standards incorporate management system requirements based on the ISO 14001. The annual audit of our site ensures we can pace our advancement on these standards, and the rigorous reporting requirements mean that we adopt the strictest safety standards. Where accidents occur, these are widely reported, to provide the appropriate learning opportunity. We see sound and responsible environmental management as an integral part of achieving our goal to grow the value of our business for the shareholders and in the interest of all stakeholders. As a matter of policy, we shall: a) Conduct our business in compliance with environmental laws and with our guidelines, which set standards for our operations; Maintain systems to manage our environmental responsibilities Set clear targets for continuous improvement, and monitor these targets to ensure that they are met; Establish and enable employee accountability for our environmental performance; Strive to prevent pollution and to minimize the environmental costs and impact of our operations; Assess the impact of new operations and products and see ways to contribute positively to their environmental performance; Train and motivate our employees to understand their environmental responsibilities and to actively support our environmental programmes;
h)
i)
Work with our supply chain and business p a r t n e r s t o i m p r o ve o u r c o l l e c t i v e environmental performance, to protect the ecosystems that provide our raw materials and to minimize the impact from transportation; Review and update this policy regularly.
In furtherance of this policy, we have embarked on a comprehensive programme to install the leading edge Hazard Analysis & Critical Control Point mechanism to further enhance our manufacturing processes, and enable us to serve the wider international markets without hindrance. Cadbury in the Community The company has maintained its leadership role in the business community and society at large. The increasing level and quality of dialogue between the public and private sector leaders is a reflection of the consensus to see the economy blossom. Our corporate giving has continued to be targeted at areas of the greatest need, and in 2005 we reached out on various platforms as dictated by our policy on corporate social responsibility. These platforms, which have a clear orientation towards children, the youth and women, include Education, Sports, The Arts and H e a l t h awareness Two of the key events to mark our 40th Anniversary w e r e designed to create added opportunity 40th Anniversary Charity Walk t o g i v e towards some of the greatest needs in society. The Anniversary Charity Walk raised N40m, and we acknowledge the contribution of some of our corporate associates and employees who gave towards the target fund. The company provided N26m of this sum and the beneficiaries are listed elsewhere in this report. The Charity Walk was also a great keep-fit exercise for employees and our friends. Also we offered 2.5k for every unit of our lead Confectionery brand (Tom Tom) sold in 2005. This raised a further N7.5m that went to charity in 2005. Our commitment to children is in recognition of the imperative to build the leadership of the future. These activities are in addition to major Brand activities, notably the Bournvita Children's Magic Flight, the Bournvita Brain match contest among schools in the primary and secondary categories, the Bournvita Teachers' Awards, the Tom Tom Zebra Crossing sponsorship initiative and other innovative activities. We have continued to collaborate with relevant bodies to bring critical health issues to the consciousness of the population.
32
b) c)
d) e)
f)
g)
contd
The areas of focus in 2005 and the principal collaborating bodies are: a) Education. We have sought to expand the platform for our work on helping to build leaders. Partnering with Junior Achievement of Nigeria, an increasing number of managers offer to teach in schools on volunteer basis, as part of the partnership with junior Achievement of Nigeria. b) Advocacy and help organizations. There has been an increasing need to support advocacy organizations that work to curb women and child trafficking as well as HIV/AIDS awareness
Absorption Chiller. This makes our manufacturing facility free of CFC-based refrigerants completely, well ahead of the 2010 deadline set by the Montreal Protocol. We have also taken conclusive steps to ensure that our electrical installations, especially oil-cooled power transformers, capacitors and high power motors, conform to international standards with regard to Polychlorinated Biphenyls (PCB). Our effluent plant remains a reference point in the manufacturing industry, ensuring that all discharges meet the standards stipulated by the environmental protection authorities. Brands people love Our Confectionery, Food drinks, and Foods products are safe and wholesome, delicious and enjoyable, and offer pleasurable affordable nutrition to users. We ensure consumer advice, while information and labeling are of the highest industry standards and conform to regulatory prescription. It's a matter of trust. We have also commenced the introduction of simultaneous French translations on labels in view of our West Africa scope. For this reason, our CSR agenda now reflects a growing consumer interest on issues of diet, nutrition, and healthy lifestyle, including sponsorship of health awareness campaigns. We have created a consumer relations desk to provide consumer information in a proactive manner, and to respond openly and fairly to consumer complaints received from time to time. In addition we have a Research and Documentation position to help build our knowledge base on emerging diet concerns of population segments. Corporate Giving The Company maintains a clearly defined and focused policy in the area of corporate giving, and the three main thrusts of this policy are: a) Corporate responsibility to stakeholders for good governance, ethical conduct of business, and the environment Support for society's important activities and needs in the areas of Education, Health awareness, Research and technology development, Sports, The Arts etc
Our corporate membership of The Nigerian Economic Summit Group, the Nigerian Conservation Foundation, Manufacturers Association of Nigeria, Association of Food, Beverage and Tobacco Employers, and Junior Achievement of Nigeria provides the platform for us to offer contribution and share knowledge and experience for the public good. We have continued to provide support for Agidingbi community, and stepped up our involvement with the sanitary and environmental cleanliness within the community, as well as the Agidingbi Grammar School. This school has a student population of 2000, and we have
33
TomTom Lend a Hand initiative

commenced initial work to help ensure that infrastructure standards are upgraded. Energy Conservation, Emissions & Effluent Management. The factory operation continues to run 100% on our own power station, and have been so for many years. This raises significant issues about energy management, and emissions. Some key installations are now fuelled by natural gas, thus improving standards of energy efficiency and quality of emissions. Planning work is at an advanced stage to improve the recycling of heat energy generated from the power plant, with the deployment of modern technology in trigeneration. We have completed the replacement of refrigeration plant that run on refrigerant based on Chlorofluorocarbon, CFC, material, with the installation of the a further 600T capacity b)
Rewarding excellence in teaching
contd
34
c)
Bournvita Magic Flight: Exposing children to new climes, promoting & developing leadership skills.
Social development including cultural expression, interests of the disadvantaged or otherwise physically challenged, or vulnerable people especially children, population control activities etc.
The expenditure is funded by the income from an endowment investment, and the amount available has tended to vary with the interest rates in the market. The summary of the expenditure in 2005 is as follows:
Platform The Arts Education 2005 1,469,251 2,528,522 2004 450,529 1,287,239 Remarks Upscale of sponsorship Donations to development projects and schools Focus on cancer and HIV/AIDS awareness programmes
These figures exclude the value of the employee time committed to volunteer community programmes, and the activities are separate from direct marketing activities or brand communication, many of which relate to the educational and leadership development of young people as well as sports. The major, not the sole, beneficiaries in each category include the following. The Arts: Association of Nigerian Authors Nigerian Guild of Editors Lagos State Council of Arts & Culture
Education: NSE National Essay Competition Agidingi Grammar School Secondary & Tertiary Institutions Professional Institutes Sports: The Cadbury Golf Tournament Grassroots Women Football Championship National Council of Women's Societies SOS Villages Nigerian Red Cross Society New Era Foundation Spinal Cord Injuries Association of Nigeria C.O.P.E. Colostrum International Nigeria Heart Foundation Genotype Foundation Nutrition Society of Nigeria
Health and environment
1,662,552
993,458
Sports Charity
12,255,230 15,196,146 5,362,523 4,243,707 Numerous charitable causes One-off Anniversary giving Community engagement initiative by our lead confectionery brand
Charity:
40th Anniversary 26,000,000 Charity Walk 40th Anniversary Tom Tom Lenda-Hand activity 7,500,000
Health:
Total
56,778,078
22,171,079

Beneficiaries of the proceeds from the 40th Anniversary Charity Walk who received N10m each are: a. Pacelli School for the Blind b. Kanu Heart Foundation c. Sight Savers international d. Lagos Children Development Centre The following organizations received N2.5m each from the Tom Tom Lend-a-Hand initiative: i. SOS Children's Village ii. Old People's home, Yaba iii. Spinal Cord Injuries Association of Nigeria In some cases donations were in the form of products where this was perceived to be the greater need, and the cash value of such gifts has been incorporated in the summary above at exfactory price. Product donations were to a large number of educational and health institutions, NGOs, and community relations organizations across the country. We are guided in our CSR activities by the principle of collaboration. First we ensure that we build a sound, profitable business foundation in order to secure a predictable stream of profits and establish strong market positions in the segments we participate in. Our contribution begins by producing needed goods, purchasing locally produced raw materials, and offering gainful employment to many. Secondly, we promote co-operation among employees so that management and non-management see each other as vital to the success of the organization, and also inculcates in staff members a spirit of selfless giving. Thirdly we co-operate outside the company with suppliers, customers, civil society and various non-governmental groups working in the interest of a better Nigeria through
contd
The Cadbury/ANA prize for Poetry has been one of the most sought after literary prizes in Nigeria in its 2 decades of existence.
A Cadbury Nigeria sponsored Arts festival for the physically challenged.
Andrew Baker appreciates one of the paintings of Idowu Akinrolabu.
sponsorships and collaboration. Fourthly, we are active at the transnational level in working with international organizations to promote the well being of the Nigerian society. This collaboration brings us closely with UNESCO, UNIDO, UNICEF and other international bodies, as well as broad based professional management organizations such as The Conference Board. Working with these bodies allows us access to wider knowledge, but enables us to make contributions into their agenda. The work with UNICEF in developing Vitamin A supplements for our Bournvita was altogether a productive collaboration. In this arena too, we help improve the trade imbalance through our export activities, which also reduces our dependence on national resources when we earn foreign exchange to finance some of our imports. Finally we actively engage in policy advocacy work to promote the rapid development of the economy. These phases are depicted in the diagram in page 31, which serves as template for our CSR activities.
35
The Company has continued to pursue a vigorous productivity improvement programme, using internationally acclaimed concepts and tools. This accords with the corporate philosophy for the pursuit of excellence and has produced results in tangible co st re d u c t i o n a n d e f f i c i e n c y improvement. Our Value Based Management (VBM) programme provides new horizon for advancing our quest for international standards.
Financial Report
37 38 39 40 41 42 43 50 51 52 53 55
Audit Committee Report Auditors Report Accounting Policies Consolidated Profit and Loss Account Consolidated Balance Sheet Statement of Cash Flows Notes to Financial Statements Value Added Statement Group Five Year Financial Information Shareholders Information Proxy Form Feedback Form
Report of the Audit Committee to the members of Cadbury Nigeria Plc
We, the Audit Committee Members of Cadbury Nigeria PLC, in compliance with the statutory requirements of section 359(6) of the Companies & Allied Matters Act 1990, have carried out the following functions on the documents and information made available to us: Reviewed with Management the Business plan for the year ended 31st December 2005 (the year). Confirmed that the scope and planning of both the External and Internal Audit programmes for the year were adequate and satisfactory. Confirmed that the accounting and reporting policies of the Company are in accordance with legal requirements and ethical practices. Confirmed the independence and objectivity of the statutory Auditors.
The statutory Auditors were NOT engaged in any non-audit work for the Company, neither was any payment made to them therefor.
37
AYORINDE THOMAS Chairman, Audit Committee 13th February, 2006 MEMBERS 1. Ayorinde Thomas 2. Ayo Akadiri 3. Andrew Baker 4. Sarata Balogun 5. Zeloye Enunwa 6. Chris Okeke
Moudu Ugbodaga served as Secretary to the Committee.
Chairman Member
Report of the Auditors to the members of Cadbury Nigeria Plc

Akintola Williams Deloitte Chartered Accountants 235, Ikorodu Road, Ilupeju P. O. Box 965 Lagos, Nigeria.
Deloitte.
We have audited the consolidated financial statements of Cadbury Nigeria Plc as at 31 December 2005 set out on pages 39 to 51 which have been prepared on the basis of the accounting policies set out on pages 39. Respective responsibilities of Directors and Auditors In accordance with the Companies and Allied Matters Act, 1990, the Company's Directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with the international standards on auditing issued by the International Federation of Accountants. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
Tel: +234 1 4930720-4 Fax: +234 1 4970023 www.deloitte.com
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary, in order to provide us with sufficient evidence, to give reasonable assurance that the financial statements are free from material misstatement. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the financial statements and assessed whether the Company's books of account have been properly kept. We have obtained all the information and explanations we required for the purpose of our audit. Opinion In our opinion, the Group has kept proper books of account and the consolidated financial statements are in agreement with the books. The consolidated financial statements drawn up in conformity with generally accepted accounting standards in Nigeria, give a true and fair view of the state of affairs of the Group at 31 December 2005 and of the profit and cash flows for the year ended on that date, and have been properly prepared in accordance with the Companies and Allied Matters Act, 1990.
38
Chartered Accountants Lagos, Nigeria 9 February 2006
Audit. Tax. Consulting. Financial Advisory
A member firm of Deloitte Touche Tohmatsu
Offices at: Abuja, Benin, Calabar, Enugu, Jos, Kaduna, Kano, Maiduguri, Owerri, Port Harcourt List of Partners names is available at 235, Ikorodu Road, Ilupeju, Lagos.
Significant accounting policies

1. 2. Basis of Accounting The financial statements are prepared under the historical cost convention. Basis of Consolidation The group financial statements include the financial statements of the holding company and Stanmark Cocoa Processing Company Limited, its subsidiary, for the year ended 31 December 2005. Turnover Turnover comprises the net invoice value of sales to external customers. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Depreciation Depreciation of fixed assets is calculated to write off their cost/valuation on a straight-line basis over the expected useful lives of the assets concerned at the following rates: % Land Leasehold buildings Plant and machinery Furniture and fittings Motor vehicles 6. 7. Nil 21/2 10 15 20
3. 4. 5.
Investments Investments are stated at cost and net realisable value. Stocks Finished goods, work-in-progress, raw materials and goods in transit are valued at lower of cost and net realisable value. Debtors Debtors are stated after deduction of specific provision for debts considered doubtful of recovery.
39
8. 9. 10.
Research and Development Costs Research and development costs are written off in the year incurred. Deferred Taxation Deferred taxation is provided by the liability method at the current tax rate on differences arising from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements to the extent that a liability or asset may crystallise in future in line with SAS 19. Foreign Currencies Transactions in foreign currencies are recorded in Naira at the rate of exchange ruling at the time they arise. Assets and liabilities denominated in currencies other than the Naira are converted at the rates of exchange ruling as at the balance sheet date. Profits and losses arising therefrom are included in the Profit and Loss Account. Employees Retirement Benefits The company operates a gratuity scheme for its permanent staff, the benefits under which is related to employees' length of service and remuneration. The company also operates a defined provident fund scheme for its employees. The scheme which is funded by contributions from the company and the employees, is managed by a board of trustees.
11.
12.
Consolidated Profit and loss account
Year Ended 31 December, 2005
The Group Note 2005 N'000 29,454,185 2004 N'000 22,152,651
The Company 2005 N'000 27,444,419 2004 N'000 20,083,559
Turnover Cost of sales Gross profit Interest receivable Distribution expenses Administrative expenses Operating profit Interest expense and similar charges Profit on ordinary activities before taxation
(18,235,111) (13,448,206) (17,465,203) (12,264,519) 11,219,074 179,960 (890,847) (5,563,238) 4,944,949 8,704,445 354,916 (755,246) (3,772,741) 4,531,374 9,979,216 179,960 (890,847) (5,331,014) 3,937,314 7,819,040 354,916 (755,246) (3,527,990) 3,890,720
(1,091,855)
(682,101)
(743,215)
(356,180)
3,853,094
3,849,273
3,194,099
3,534,540
40
Tax on profit on ordinary activities Profit on ordinary activities after taxation Minority interest
(1,142,173)
(1,036,650)
(997,920)
(1,036,650)
2,710,921 (6,434) 2,704,487
2,812,623 (3,934) 2,808,689
2,196,179 2,196,179
2,497,890 2,497,890
Profit attributable to members Appropriations : Proposed dividend Retained profit transferred to general reserve PER SHARE DATA (KOBO) Earnings per share Dividend per share
(1,303,154)
(1,601,345)
(1,301,093)
(1,601,345)
1,401,333
1,207,344
895,086
896,545
270 130
281 160
219 130
250 160
The accounting policies on page 39 and the notes on pages 43 to 49 form part of these financial statements.
Consolidated Balance Sheet
The Group Note FIXED ASSETS LONG TERM INVESTMENTS CURRENT ASSETS Stocks Trade debtors Other debtors Prepayments Due from subsidiary Bank and cash balances 6 7 8 2005 N'000 7,964,695 5,367,437 9,025,132 1,784,942 190,660 7,732,276 24,100,447 CREDITORS: Amounts falling due within one year Bank overdrafts and short term borrowings Trade creditors Other creditors and accruals 9 Taxation 5 2004 N'000 6,230,817 5,494,651 5,153,826 1,292,846 34,657 2,665,215 14,641,195
The Company 2005 N'000 6,657,669 1,088,267 4,901,250 8,486,414 643,339 189,571 469,771 7,698,545 22,388,890 2004 N'000 5,034,031 1,088,267 4,911,406 4,582,146 446,981 31,946 773,102 2,661,206 13,406,787
5,464,350 3,750,565 4,155,648 894,347 14,264,910
2,032,431 2,737,750 5,009,865 545,480 10,325,526 4,315,669 10,546,486 (1,086,759)
5,528,375 2,622,909 3,981,188 750,094 12,882,566 9,506,323 17,252,259 (1,334,585)
2,029,416 2,022,868 4,419,451 545,480 9,017,215 4,389,572 10,511,870 (1,086,759)
NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES DEFERRED TAXATION PROVISION FOR LIABILITIES AND CHARGES Gratuity provision CREDITORS: Amounts falling due after more than one year Irredeemable convertible loan TOTAL NET ASSETS CAPITAL AND RESERVES Share capital Share premium General reserve 13 14 11 10
9,835,537 17,800,232 (1,334,585)
41
(597,477)
(597,477)
12
(5,000,000) 10,868,170 500,420 2,534,669 7,813,679 10,848,768
9,459,727 500,420 2,534,669 6,411,470 9,446,559 13,168 9,459,727
(5,000,000) 10,320,197 500,420 2,534,669 7,285,108 10,320,197 10,320,197
9,425,111 500,420 2,534,669 6,390,022 9,425,111 9,425,111
Minority interest
19,402 10,868,170
) Directors
The accounting policies on page 39 and the notes on pages 43 to 49 form part of these financial statements.
Consolidated Statement of Cash Flows
The Group 2005 N'000 2004 N'000
The Company 2005 N'000 2004 N'000
Note
Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Income tax paid Net cash provided by operating activities Cash flows from investing activities Proceeds from treasury activities Proceeds from sale of equipment Purchase of fixed assets Net cash provided by investing activities
5 16
24,934,780 20,711,509 23,489,499 19,751,765 (23,266,798) (17,349,339) (22,469,382) 16,916,846 (545,480) (1,017,545) (545,480) (1,017,545) 1,122,502 2,344,625 474,637 1,817,374
179,960
354,916
179,960
354,916
6,863 49,795 (2,163,393) (2,859,634) (1,976,570) (2,454,923)
3,643 49,795 (1,959,770) (2,640,775) (1,776,167) (2,236,064)
42
Cash flows from financing activities Interest paid Dividend paid Loan received Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December17 (1,091,855) (682,101) (1,418,936) (1,258,985) 5,000,000 2,489,209 (1,941,086) (743,215) (356,180) (1,416,875) (1,258,985) 5,000,000 2,839,910 (1,615,165)
1,635,142 (2,051,384) 632,784 2,684,168 2,267,926 632,784
1,538,380 (2,033,855) 631,790 2,665,645 2,170,170 631,790
Notes to the Account
1.
The Company Cadbury Nigeria Plc was incorporated on 9 January, 1965 and engages in the food processing business. Its major product lines consist of food, food drinks, sugar confectionery, chocolate and seasoning cubes. The Cadbury Scheweppes Group of United Kingdom, which provides the Company with technical services under a Technical Services Agreement appoved by National Office for Technology Acquisition and Promotion (NOTAP) held 46.4% of the issued share capital as at December 31, 2005 while the balance is held by the Nigerian public. The Group 2005 N'000 2004 N'000 The Company 2005 N'000 2004 N'000
2.
Turnover This comprises of : Domestic sales Foreign sales
27,153,699 2,300,486 29,454,185
19,983,810 2,168,841 22,152,651
27,153,699 19,846,418 290,720 237,141 27,444,419 20,083,559
3.
Profit on ordinary activities before taxation Profit on ordinary activities before taxation is stated after charging/( crediting) Depreciation Directors' emoluments Auditors' remuneration Profit on disposal of fixed assets Exchange gain 425,480 100,428 14,391 (2,828) (23,882) 322,270 63,694 11,675 (13,887) 335,419 100,428 12,500 (2,930) 248,039 63,694 8,370 (13,887) 2005 Annual Report & Accounts
43
4.
Information regarding Directors and Employees (a) Directors Directors' emoluments are made up of : Fees Salaries 2,100 98,328 100,428 Included in the above are payments made to the following :Chairman Highest paid Director 500 21,570 500 15,006 500 21,570 500 15,006 2,958 60,736 63,694 2,100 98,328 100,428 2,958 60,736 63,694
The Group Scale of Directors' emoluments N 4,000,001 7,000,001 10,000,001 12,000,001 14,000,001 17,000,001 N 6,000,000 10,000,000 12,000,000 14,000,000 17,000,000 25,500,000 2005 Number 3 2 1 1 7 (b) Employees The average number of persons including Directors employed by the Company during the year was Staff costs for the above persons were : Salaries and allowances Provident fund contribution 2004 Number 3 2 1 1 7
The Company
2005 Number 3 2 1 1 7
2004 Number 3 2 1 1 7
2,429 N000 3,224,099 205,555 3,429,654
2,159 N000 2,868,788 139,421 3,008,209
2,168 N000 3,166,151 201,252 3,367,403
2,048 N000 2,803,837 92,523 2,896,360
44
Earned more than N60,000 in the year N 60,001 100,001 140,001 180,001 220,001 260,001 300,001 340,001 380,001 420,001 N 100,000 140,000 180,000 220,000 260,000 300,000 340,000 380,000 420,000 and above Number 165 39 3 510 450 47 102 118 153 842 2,429 Number 22 24 7 871 79 6 138 125 210 677 2,159 Number 499 440 37 102 118 145 827 2,168 Number 855 71 3 125 122 209 663 2,048
The Group 2005 N'000 5. Taxation Tax on profit on ordinary activities Income tax based on profit for the year Educational tax Deferred taxation Per profit and loss account Balance at 1 January Paid in the year 811,867 82,480 247,826 1,142,173 545,480 (545,480) 1,142,173 (247,826) 894,347 468,716 76,453 491,481 1,036,650 1,017,856 (1,017,545) 1,036,961 (491,481) 545,480 2004 N'000
The Company 2005 N'000 2004 N'000
667,614 82,480 247,826 997,920
468,716 76,453 491,481 1,036,650
545,480 1,017,856 (545,480) (1,017,545) 997,920 (247,826) 750,094 1,036,961 (491,481) 545,480
Less: Deferred taxation Balance at 31 December
6.
Fixed assets a. The Group Land and buildings N'000 Cost At 1 January 2005 Additions Disposals Reclassifications At 31 December 2005 Depreciation At 1 January 2005 Charge for the year On disposals At 31 December 2005 Net book value At 31 December 2005 At 31 December 2004 361,366 26,737 155,551 543,654
Plant, machinery, furniture and equipment N'000 4,768,593 416,449 (8,866) 1,816,663 6,992,839
Motor vehicles N'000 191,015 26,926 (45,718) 172,223
Projects under development N'000 3,117,243 1,693,281 (1,972,214) 2,838,310
45
Total N'000 8,438,217 2,163,393 (54,584) 10,547,026
83,544 10,404 93,948
1,978,897 393,269 (8,317) 2,363,849
144,959 21,807 (42,232) 124,534
2,207,400 425,480 (50,549) 2,582,331
449,706 277,822
4,628,990 2,789,696
47,689 46,056
2,838,310 3,117,243
7,964,695 6,230,817
6.
Fixed assets b. The Company Land and buildings N'000 Cost At 1 January 2005 Additions Disposals Reclassifications At 31 December 2005 Depreciation At 1 January 2005 Charge for the year On disposals At 31 December 2005 308,197 148,662 456,859
Plant, machinery, furniture and equipment N'000 3,391,015 246,618 (8,442) 1,629,160 5,258,351
Motor vehicles N'000 165,682 19,871 (38,465) 147,088
Projects under development N'000 2,922,851 1,693,281 (1,777,822) 2,838,310
Total N'000 6,787,745 1,959,770 (46,907) 8,700,608
75,293 8,571 83,864
1,544,854 309,327 (8,158) 1,846,023
133,567 17,521 (38,036) 113,052
1,753,714 335,419 (46,194) 2,042,939
46
Net Book Value At 31 December 2005 At 31 December 2004
372,995 232,904
3,412,328 1,846,161
34,036 32,115
2,838,310 2,922,851
6,657,669 5,034,031
7.
Long term investments The Company's Investment of N1.09 billion in Stanmark Cocoa Processing Company represents 98.9% of the equity. The Group 2005 N'000 2004 N'000 1,162,231 1,446,701 201,754 397,337 1,918,274 368,354 5,494,651 The Company 2005 N'000 1,171,988 1,185,845 176,794 381,353 1,822,354 162,916 4,901,250 2004 N'000 899,405 1,441,672 167,396 298,556 1,736,023 368,354 4,911,406
8.
Stocks Raw materials Packaging materials Work-in-progress Finished goods Other stocks Goods-in-transit
1,383,210 1,188,690 234,747 419,778 1,978,095 162,916 5,367,437
9.
Other creditors Accruals Dividends Overseas affiliates Others
492,746 1,826,241 1,227,777 608,884 4,155,648
652,558 1,942,023 951,957 1,463,327 5,009,865
466,656 1,826,241 1,227,777 460,514 3,981,188
652,558 1,942,023 951,957 872,913 4,419,451
47
10. Deferred taxation Balance at 1 January Charge for the year (Note 5) Balance at 31 December 11. Gratuity provision Balance at 1 January Charge for the year Paid during the year Balance at 31 December
1,086,759 247,826 1,334,585
595,278 491,481 1,086,759
1,086,759 247,826 1,334,585
595,278 491,481 1,086,759

742,893 (145,416) 597,477
742,893 (145,416) 597,477
The total staff gratuity liability as at 31 December 2005 amounted to N2,764,106,994 out of which N597,477,303 had been provided for in this financial statements. The balance of N2,166,629,690 will be amortised equally over the next 4 years. 12. Irredeemable convertible loan During the year, the company made a Right Issue of N5billion unsecured zero coupon irredeemable convertible loan stock at par to existing shareholders as at 18 March 2005. This translates to 100 million ordinary shares on conversion.
The Group 13. Share capital .1 Authorised 1,500,000,000 ( 2004: 1,000,000,000) Ordinary shares of 50k each Issued and fully paid 1,000,840,617 (2004: 1,000,840,617) Ordinary shares of 50k each 2005 N'000 2004 N'000
The Company 2005 N'000 2004 N'000
750,000
750,000
750,000
750,000
.2
500,420
500,420
500,420
500,420
14. General reserve At 1 January Goodwill on consolidation Profit retained for the year
6,411,470 876 1,401,333 7,813,679
5,198,766 5,360 1,207,344 6,411,470
6,390,022 895,086 7,285,108
5,493,477 896,545 6,390,022
48
15. Earnings and dividend per share Earnings and dividend per share are based on the issued and fully paid share capital of 1,000,840,617 at 31 December 2005. 16. Reconciliation of net income to net cash provided by operating activities: Net income after tax Adjustment to reconcile net income to net cash provided; Depreciation Profit on sales of asset Goodwill on consolidation Changes in assets and liabilities: Increase in trade debtors Decrease/ (increase) in stock (Increase)/decrease in other debtors and prepayments Increase in trade creditors Increase in other creditors and accrued expenses Increase in interest receivable Increase in interest payable Increase/(decrease) in tax payable Net Adjustments Net cash provided by operating activities 2,710,921 2,812,623 2,196,179 2,497,890
425,480 (2,828) 876
322,270 (13,887) 5,360
335,419 (2,930)
248,039 (13,887)
(3,871,306) 127,215 (648,099) 1,012,815 106,666 (179,960) 1,091,855 348,867 (1,588,419) 1,122,502
(1,339,797) (2,248,972) (101,345) 1,089,985 1,963,578 (354,916) 682,101 (472,375) (467,998) 2,344,625
(3,904,269) 10,156 (50,652) 600,041 522,822 (179,960) 743,215 204,614 (1,721,542) 474,637
(1,367,563) (2,315,871) 1,035,767 671,720 1,532,389 (354,916) 356,180 (472,375) (680,517) 1,817,374
The Group
2005 N'000 17. Cash and cash equivalents Cash Bank overdraft 7,732,276 (5,464,350) 2,267,926 2004 N'000 2,665,215 (2,032,431) 632,784
The Company
2005 N'000 2004 N'000
2,661,206 7,698,545 (5,528,375) (2,029,416) 2,170,170 631,790
18. Capital commitment The total capital commitments at 31 December, 2005 amounted to N 91million (2004: N 665 million) and is made up as follows: N`000 91,000
Office refurbishment
19. Employees' retirement benefits The Company had a contingent liability of N2,764,106,994 in respect of staff gratuity as at 31 December 2005. However, a waiver has been obtained from the Nigerian Accounting Standard Board (NASB) in consonance with the Statement of Accounting Standard for employees' retirement benefits (SAS 8) and for the retirement benefit liability to be spread over 4 years starting 2006 at the rate of N541,657,422 per year in addition to any current charge for each of the years, which is charged as due. 20. Contingent liabilities The Company had some pending litigations as at 31 December 2005. The Directors are, however of the , opinion that no material liabilities would arise therefrom. 21. Related party transactions The company transacted business with some of its related parties during the year, including: - Stanmark Cocoa Processing Company Limited 22. Approval of financial statements The financial statements were approved by the Board of Directors on 9 February 2006.
49
Statement of Value Added
The Group 2005 N'000 29,454,185 Turnover 179,960 Interest receivable Bought-in-materials and services - Imported (20,840,496) - Local 8,793,649 VALUE ADDED Distribution Employee costs Government:Taxation 100 2004 N'000 22,152,651 354,916 (14,649,648) 7,857,919 100
The Company 2005 % 27,444,419 179,960 (19,984,242) 7,640,137 100 % 2004 N'000 20,083,559 354,916 (12,836,037) 7,035,119 100
3,429,654
39
3,008,209
37
3,367,403
44
2,896,360
41
894,347
10
545,169
750,094
10
545,169
50
Providers of capital :Dividend Interest on borrowings Maintenance of assets and provision for growth : Depreciation Deferred taxation Retained profit
1,303,154 1,091,855
15 12
1,601,345 682,101
20 9
1,301,093 743,215
17 10
1,601,345 356,180
22 6
425,480 247,826 1,401,333 8,793,649
5 3 16 100
322,270 491,481 1,207,344 7,857,919
4 6 15 100
335,419 247,826 895,086
4 3 12
248,039 491,481 896,545
4 7 14
7,640,137 100
7,035,119 100
Note: All bought in materials including the imported ones are outsourced and are bought locally through suppliers. Value added is the wealth created by the efforts of the company and its employees and its allocation between employees, shareholders, government and re-investment for the future creation of further wealth.
Group Five Year Financial Summary
2005 N'000 BALANCE SHEET Fixed assets Net current assets Creditors: Amounts falling due After more than one year 7,964,695 9,835,537
2004 N'000
2003 N'000
2002 N'000
2001 N'000
6,230,817 4,315,669
3,759,882 5,078,485 (595,278) 8,243,089 375,315 2,534,669 125,105 5,198,766 9,234 8,243,089
3,337,240 4,033,405 (505,244) 6,865,401 375,315 2,551,807 3,932,450 5,829 6,865,401
2,245,052 3,893,842 (2,830,426) 3,308,468 330,178 176,636 2,795,584 6,070 3,308,468
(6,932,062) (1,086,759) 10,868,170 9,459,727 500,420 2,534,669 6,411,470 13,168 9,459,727
Share capital Capital reserve Reserve for bonus issue General reserve Minority interest
500,420 2,534,669 7,813,679 19,402 10,868,170
TURNOVER, PROFIT AND APPROPRIATIONS
51
Turnover Profit on ordinary activities before taxation Tax on ordinary activities Profit on ordinary activities after taxation Minority interests Dividends Retained for the year PER SHARE DATA (KOBO) Earnings per share Dividend per share Dividend cover (times) Net assets per share 270 130 2 1,086 281 160 2 945 357 175 2 1,098 300 150 2 915 206 120 2 414 29,454,185 3,853,094 1,142,173 2,710,921 (6,434) 1,303,154 1,401,333 22,152,651 3,849,273 1,036,650 2,812,623 (3,934) 1,601,345 1,207,344 20,576,177 3,792,506 1,107,579 2,684,927 (3,493) 1,313,603 1,367,831 16,014,709 3,259,866 1,010,788 2,249,078 241 1,125,946 1,123,373 13,246,408 2,405,720 757,884 1,647,836 (585) 959,230 688,021
NOTE: Earnings and dividend per share are based on the issued and fully paid share capital at 31 December 2005.
Shareholders Information
Registered Office & Head office Lateef Jakande Road Agidingbi, Ikeja Lagos State Nigeria Company Secretary Moudu Ugbodaga Website www.cadburynigeria.com Financial Calendar Ordinary shares Year end Announcement of results Closure of Register Re-opening of Register Ex-dividend date Dividend payment
Since 1976 when Cadbury Nigeria Plc went public, the Company had declared dividends and issued scrip shares as follows: Dividends No 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 BONUS 01 02 03 04 05 06 07 08 09 10 11 12 13 DATE ISSUED 25th June, 1977 17th June, 1978 25th June, 1980 29th June, 1982 2nd June, 1987 7th June, 1989 5th June, 1991 17th June, 1992 8th June, 1994 5th June, 1996 9th June, 1999 5th June, 2001 17th June, 2004 Date Declared 11th July, 1977 7th July, 1978 14th Sept, 1979 18th July, 1980 3rd July, 1981 2nd July, 1982 15th July, 1983 13th July, 1984 3rd July, 1985 25th June, 1986 2nd June, 1987 14th June, 1988 7th June, 1989 6th June, 1990 5th June, 1991 17th June, 1992 9th June, 1993 8th June, 1994 14th June, 1995 5th June, 1996 11th June, 1997 10th June, 1998 9th June, 1999 14th June, 1999 5th June, 2001 3rd June, 2002 4th July, 2003 21st June, 2004 20th June, 2005 RATIO One for three Two for five One for three One for three One for five One for four One for four One for four One for one One for two One for two One for four One for three
Dividend for 2005 31st December 2005 11th February 2006 3rd April 2006 7th April 2006 3rd April 2006 9th June 2006
52
Annual General Meeting The Annual General Meeting of the Company is on 7th June 2006 at 10.30am. Details of the business to be discussed at the Annual General Meeting can be found in the Notice of Annual General Meeting 2006, which has been sent to all shareholders. Dividends The dividend for the year ended 2005 of 1.30 kobo per ordinary share was announced by the Directors on 11 February 2006 and, subject to approval at the Annual General Meeting, will be paid on 9th June 2006 to ordinary shareholders on the register at the close of business on 31st March 2006. Registrar The Company's share register is maintained by Union Registrars Limited. The Registrar should be notified in writing of changes to name or address details, loss of a share certificate or dividend warrants or a change to or notification of a dividend mandate. Shareholders with more than one account, arising from inconsistencies in name or address details, may avoid receipt of duplicate mailings by asking the Registrar to amalgamate their holdings. The Registrar can be contacted as follows: Office Address Union Registrars Ltd. 2, Burma Road, Apapa, Lagos, Nigeria. Tel: +234-1-5871318, +234-1-5877305 Fax: +234-1-5450058, +234-1-5803367 email: [email protected]
41ST ANNUAL GENERAL MEETING TO BE HELD AT 10.30 A.M. ON WEDNESDAY JUNE 7, 2006 AT THE SHELL HALL MUSON CENTRE, ONIKAN, LAGOS.
I, We* (Name of shareholder in block letters)
The manner in which the Proxy is to vote should be indicated by inserting X in the appropriate space.
NUMBER OF SHARES RESOLUTIONS FOR AGAINST
being holder(s) of ................. Ordinary Shares of the above named Company hereby appoint IMO ITSUELI or failing him BUNMI ONI both Directors of the Company or failing them **
1. 2. 3.
To receive the Accounts and the Reports thereon. To declare a Dividend To re-elect as Directors Ayo Akadiri Teju Bogunjoko Tunde Falase Gabriel Onabote
as my/our Proxy to vote for me/us on my/our behalf at the ANNUAL GENERAL MEETING of the Company to be held on 7th June, 2006 at 10.30 a.m. and at any adjournment thereof.
4. 5. 6. 7.
To fix the remuneration of the Directors To authorise the Directors to fix the remuneration of the Auditors To elect members of the audit Committee To alter the Articles of Association
Date this
day of
2006.
Shareholders Signature
Please indicate with an X in the appropriate square how you wish your votes to be cast on resolutions set out above. Unless otherwise instructed the proxy will vote or abstain from voting at his discretion.
BEFORE POSTING THE ABOVE FORM, PLEASE TEAR OFF THIS PART AND RETAIN FOR ADMISSION TO THE MEETING.
ADMISSION FORM
Annual General Meeting to be held at 10.30 a.m. on Wednesday 7th June, 2006 at MUSON, CENTRE, ONIKAN, LAGOS. A member (Shareholder) who is unable to attend an Annual General Meeting is allowed by law to vote on a poll by proxy. The above form has been prepared to enable you to exercise your right to vote, in case you cannot personally attend the Meeting. Following the normal practice, the names of two Directors of the Company have been entered on the form to ensure that someone will be at the Meeting to act as your proxy, but if you wish, you may insert in the blank space on the form (marked**) the name of any person whether a Member of the Company or not, who will attend the Meeting and vote on your behalf instead of one of the Directors.
NUMBER OF SHARES
Please sign the above proxy form and post it, so as to reach the address overleaf not later than 48 hours before the time for holding the meeting. If executed by a corporation, the proxy form should be sealed with the Corporations Common Seal. IMPORTANT The name of the Shareholder must be written in BLOCK CAPITALS on the proxy from where marked. This admission form must be produced by the Shareholder or his proxy, who need not be a member of the Company, in order to obtain entrance to the Annual General Meeting.
Signature of person attending Name of shareholder
Signature of shareholder
54
Notes
Form
We
Feedback
Welcome Your
Feedback
This report covers highlights of the companys activities in 2005, as well as key elements of strategy and future direction. We welcome suggestions and continuing dialogue to identify areas where our practices may be further improved, as well as views on the issues raised in this report. If you would like to send us your views and comments, please do so using this sheet, and mail to: The Company Secretary Cadbury Nigeria Plc Lateef Jakande Road, P. O. Box 164, Ikeja, Lagos.
Comments
Name Address Telephone number E-mail
Use the back of the sheet if necessary
56
Notes
Nigerias Most Respected Company, 2005
www.cadburynigeria.com
Cadbury Nigeria Plc, Lateef Jakande Road, Agidingbi, Ikeja, Lagos. Tel: +234 1 2717777 - Fax: +234 1 2717798
Designed and Produced by TIE COMMUNICATIONS LTD. Tel: 7744967, 5821699

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2005 Annual Report & Accounts

In its relations with stakeholders and business associates, the Company is

2005 Annual Report & Accounts

2005 Annual Report & Accounts

Side view of Cadbury Nigeria factory

Creating Brands That People Love

Contribution to Gross Profit

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2005 Annual Report & Accounts

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Bournvita Childrens soccer camp

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2005 Most Respected Company award presentation.

Five-Year Financial Highlights

CORPORATE TAX PAID TO GOVERNMENT

FIVE-YEAR NSV & PBT OVERVIEW

3,500 3,000 2,500 2,000 1,500 1,000 500

2001 2002 2003 2004 2005 YEARS

PROFIT BEFORE TAX

HUMAN CAPITAL DEVELOPMENT

2,500 2,000 1,500 1,000 500 -

20,000 17,500 15,000 12,500 10,000 7,500 5,000 2,500 -

2001 2002 2003 2004 2005 YEARS

2005 Annual Report & Accounts

Trading Profit PBT

2005 Annual Report & Accounts

2005 Annual Report & Accounts

2005 Annual Report & Accounts

2005 Annual Report & Accounts

2005 Annual Report & Accounts

Imo Itsueli Chairman

Reshaping the way we work

2005 Annual Report & Accounts

Report of the Directors

100 1,100,840,617 100.00

2005 Annual Report & Accounts

Report of the Directors

2005 Annual Report & Accounts

29,454 22,153 27,444 20,083

Shareholders' Fund 10,808

Report of the Directors

Earnings Per Share

Flexible Wrappers Diesel Sugar Gum Base Butter Oil Cans 0 20 40 60 80

% cost increase 2005 Vs. 2004

2005 Annual Report & Accounts

Report of the Directors

30.00 25.00 20.00 15.00

Trend Analysis of CN Shares Vs. All Share Index

10.00 5.00 0.00 -5.00 -10.00 -15.00

% Change in All Share Index

2005 Annual Report & Accounts

*Indirect1 = Catherine Josh Associates Indirect2 = The DIL Company Limited

Report of the Directors

(HUMAN CAPITAL DEVELOPMENT)

2005 Annual Report & Accounts