Sipchem AR2010

Saudi International Petrochemical CompanyAnnual Report 2010 Sipchem Headquarters, Al-Khobar In the name of Allah the most Compassionate, the most Merciful . The Custodian of the Two Holy Mosques King Abdullah Bin Abdulaziz Al-Saud His Royal Highness His Royal Highness Prince Sultan Bin Abdulaziz Al-Saud Crown Prince Deputy Prime Minister Minister of Defence and Aviation and Inspector General Prince Naif Bin Abdulaziz Al-Saud Second Deputy Premier and Minister of Interior . Contents: 2 3 4 5 8 9 16 17 2 0 21 25 26 30 32 33 34 35 36 37 38 39 40 41 43 Chairman’s Message Purpose & Values Board of Directors CEO’s Message Description of the Company’s Activities Description of Activities of the Company’s Affiliates Plans and Future Growth Projects Under Development Risks Related to Company and Affiliates Business Financial Statements The Internal Audit The Board of Directors Board Committees Board of Directors’ Declaration Issue of Islamic Sukuk The General Assemblies Dividends Distribution Policy Corporate Governance Communication with Shareholders Human Resources Special Employees Programs Corporate Social Responsibility Responsible Care Consolidated Financial Statements and Auditors’ Report for the year ended 31 December 2010 . Pursuing such a conviction is translated into assembling a cadre of employees with a wealth of experience. A conviction. that inspire motivation and growth. that human resources are the most important assets of an organization. devotion and loyalty. dedication and a commitment to maintain the highest standards of excellence.Success can only come with hard work. Annual Report 2010 I 1 . When completed in 2013. I can say with confidence that the year 2010 will go down as one of the most satisfying and memorable year in Sipchem’s history. for their valuable contribution to making the year extremely exciting and profitable. but most importantly. At the outset. our methanol and Butanediol plants recorded strong growth to boost total sales to over SR 1990 million and I am sure that we will maintain this trend in the years to come. Thanks to a vast improvement in performance. Al-Zamil Chairman. Considering the current global market trends. Our recently launched Home Ownership Program and Savings Plan is also progressing on schedule and I am confident. Abdulaziz A. I wish the company all the progress and success under the support of the Government of the Custodian of the Two Holy Mosques and his Crown Prince. This year. both on the production and operations fronts. Board of Directors 2 .Chairman’s Message It gives me great pleasure to present to you a brief on the events and Chairman’s Message achievements leading up to the financial results of the Saudi International Petrochemical Company (Sipchem) and its affiliates for the year ended 31 December 2010. Even as we dwell upon our achievements. Zero accidents and Zero incidents is our ultimate aim and we continue to stress upon promoting a culture of safety. our new 100.000 MT Ethyl Acetate Plant in Jubail continues to stride towards reality. I call upon every employee to recognize and commit themselves to their safety and of their coworkers. both on and off the job site. I thank everyone involved for this remarkable achievement. It is the least we can do to improve the lifestyles of our fellow citizens. We not only registered a 168% increase in our net profits. we are proud to remain committed to the highest quality and excellence standards that recognized us as having one of the best Saudi working environment for three consecutive years. it will integrate our current product portfolio and satisfy all local needs in addition to meeting the demand of the international markets for Ethyl Acetate (EA). Even as I speak. I would like to express my thanks and gratitude to the shareholders for the confidence they entrusted in us and in additions to their unlimited support. we surpassed some of the stiffest challenges posed to us. on behalf of my colleagues and Members of the Board. that our employees will benefit immensely. we also received the ‘Responsible Care Accreditation’ to become the first petrochemical company to be conferred with this prestigious award. I wish to congratulate every employee. • triving for operation excellence in delivering products and services. E • aring for the well being of Sipchem’s Employees. C Community and Environment. innovative and globally recognised petrochemical company providing competitive and quality products to satisfy our customers.Purpose and Values Purpose To be a responsible. A trust and taking responsibility for Sipchem’s actions. S • mbracing innovation and adapting to changing conditions. Annual Report 2010 I 3 . Values • dhering to highest ethical standards. embracing integrity. motivate our employees and meet Shareholders’ expectations. Board of Directors 1 2 3 4 5 6 7 8 9 Dr. Eng.E. Sami M. Al-Zamil Dr. Reyadh S. Ahmad A. Abdulaziz A. Abdurrahman A. Al-Khamis Eng. Al-Ohali Member Member Chairman Member Member Member Member Member Member and CEO Member Member 1 2 3 4 5 6 7 8 9 10 11 10 Eng. Abdulaziz A. Abdurrahman A. Al-Gwaiz Dr. Mohammed A. Saleh H. Zaidan Mr. Al-Rajhi Mr. Al-Zamil Mr. Abdulaziz A. Al-Ghurair 11 Dr. Ahmed Eng. Al-Humaidan 4 . Al-Turki H. Fahad S. 993 million compared to SR 830 million in 2009. In order to continue its planned expansion in new projects. The year witnessed a big improvement in the performance and productivity of the plants. along with a continuous emphasis on creating a safer environment. it is noteworthy that we were chosen for the third year running for ‘the Saudi organization with the best working environment’ award. especially Methanol and Butanediol that enabled sales to top SR 1. This award belongs to all of us. This annual report is a testimony of our resolve and commitment to bring out the best in us. Recently. 2010 also marks a year of much excitement and hope for the future. Our operating profit also grew to SR 764 million against SR 168 million a year ago resulting in an EPS of SR 1.CEO’s Message The year 2010 represents a glowing milestone in Sipchem’s success and growth. It is also notable that sale prices of Sipchem’s produce recorded a higher price in the international market to add to the healthy bottom line. I would like to express my thanks and gratitude to the Shareholders. In this context. working as a team and directing our collective efforts towards making Sipchem the most profitable and the finest organization to work with. Eng. Ahmad A. Al-Ohali Chief Executive Officer Annual Report 2010 I 5 . Sipchem has posted unprecedented financial results coupled with a number of major production achievements. Sipchem has initiated diversification of project financing through the issuance of Islamic Sukuks. Another major factor behind the success of Sipchem’s is its conviction that human resources are the most important assets of an organization. resulting in a management team and systems that inspire motivation. It is commendable that Sipchem has achieved a net profit of SR 378 million (a 168% increase over the previous year) and I would like to congratulate every individual who contributed to making the year very satisfying. appreciation and harmony. As an organization blessed with the visionary leadership of the Board of Directors Sipchem’s success is an inevitable consequence. Pursuing such conviction was translated into assembling a cadre of employees with a wealth of experience. Such success can only come with hard work. Despite these uncertain times. to every employee and shareholders. I wish the company all the progress and success under the support of the Government of the Custodian of the Two Holy Mosques and his Crown Prince.13. oceans of devotion and loyalty. whose initiatives and vision have led us to the highest altars of recognition. dedication and a commitment to maintain the highest standards of excellence. Chairman and Board of Directors for all the support extended to my team. we were also awarded the ‘Responsible Care Accreditation’ in recognition of our safety standards and production processes. it is the character and strength of the Sipchem team that has seen us overcome these challenges. The commercial operations of the Acetyl complex with its three plants began during the year. Coming as it does on the heels of a massive downturn in global industrial output and a nervous economic scenario. 6 . Board of Directors Annual Report .2010 Annual Report 2010 I 7 . By the use of Sipchem chemical products as production inputs for the production of chemical product of higher value. Sipchem owns the majority stakes in all of its affiliates. the company’s shareholders. The list of the company founders includes a good number of reputable and outstanding private sector investors (individuals and companies) from the Kingdom and GCC Countries. Sipchem operations have been designed to utilize the available natural gas and other petrochemical raw materials in the Kingdom in a way that renders Sipchem products of competitive prices compared with the local and international markets. Sipchem is playing an important role in the utilization of the Kingdom’s huge natural resources of hydrocarbons and utilizing them for the benefit of national economy. Sipchem is aiming at maintaining this feature to climb up the petrochemical value ladder. Sipchem adopts the strategy of continued investment through marketing opportunities and adopting the use of raw materials produced by the company through its current operations by adopting the use of raw materials produced by the company through its current operations. Sipchem is committed to the highest quality standards in all its activities whether in its products or maintaining the integrity of the surrounding environment or the safety of its employees. employees and the community in general. operation and management of industrial projects for the production of chemical products that are used in the manufacturing of various products.91% 72% 76% 76% 75% 68.Description of the Company’s Activities The Saudi International Petrochemical Company (Sipchem) is considered one of the major and pioneer shareholding public companies that provide the markets with high quality basic and intermediary Petrochemical products. Sipchem was established late in the year 1999 as a Saudi closed joint stock company and in the year 2006 it became a public shareholding Company. construction.58% 100% 8 . Through the production of significant and high quality and ready to export products. The following table shows those share percentages: Affiliate Companies Ownership percentage International Methanol Company (IMC) International Diol Company (IDC) International Gases Company (IGC) International Acetyl Company (IAC) International Vinyl Acetate Company (IVC) International Polymers Company (IPC) International Utilities Company (IUC) Sipchem Marketing and Services Company (SMSC) 65% 53. chemical and hydrocarbon industries through the ownership. The official registered office is in Riyadh and its main investment activity is in basic and intermediary petrochemical. Sipchem was able to make savings in costs and ensure the supply of materials through the operation of complementary petrochemical materials. Sipchem is holding a number of strategic alliances with international partners from the biggest international companies that own the latest international technologies and are having the highest marketing standing. Sipchem has set up future plans to achieve more development and growth on all aspects with the objective of becoming one of the biggest private sector companies in the Middle East Region. Methanol as a hydrogen carrier is being considered for fuel cell application and as an alternate fuel. Methanol is used in manufacturing a wide variety of chemical products. established in the year 2002. The company’s site is in Jubail Industrial City.000. The plant produces high quality Methanol which is shipped to the company’s customers regionally and internationally. The plant is currently working with a safe and reliable design capacity. The company is operating a plant for the production of Methanol with an annual production of 970 thousand metric tons. such as Formaldehyde and Acetic Acid. the Ministry of Commerce and Industry and His Majesty the Custodian of the Two Holy Mosques Embassy in the Peoples Republic of China. Methanol is a hydrocarbon compound composed of carbon and hydrogen and it is a colorless and a flammable substance. with a capital of SR 360.Description of Activities of the Company’s Affiliates The International Methanol Company (IMC) The International Methanol Company (IMC) is a limited liability company. the Saudi Chambers of Commerce and the Saudi Exports Council.970. The good news for International Methanol Company is that the Chinese Ministry of Commerce has completed its investigations on the anti-dumping claim against Methanol producers in the Kingdom and other countries in October 2010 with the decision not to impose any antidumping duties on the Methanol exports from the Kingdom. Kingdom of Saudi Arabia. Annual Report 2010 I 9 . The credit on this is due to the company’s strong defense and the unlimited support from the Ministry of Foreign Affairs. Butanediol applications include PBT (Polybutylene Terephthalate).000. The company is operating a plant with an annual production capacity of 75 thousand metric tons of Butanediol (BDO) and its derivatives such as Maleic Anhydride (MAn) and Tetrahydrofuran (THF). 10 . The company’s production reached 73 thousand metric tons in the year 2010 with a 12% increase than the previous year 2009 of 65 thousand metric tons.250. The company’s annual production in the year 2010 is the highest since the company stared production in the year 2006. Kingdom of Saudi Arabia. with a capital of SR 431. The plant is currently working with a safe and reliable design capacity. Polyurethane Polyester Plasticizers. This was manifested in the company’s financial performance and supported by the increase in the international prices which resulted in the achievement of considerable profits. The plant produces high quality Butanediol which is shipped to the company‘s customers regionally and internationally. Thermoplastic Copolyester Elastomers. The company’s site is in Jubail Industrial City.Description of Activities of the Company’s Affiliates (continued) The International Diol Company (IDC) The International Diol Company (IDC) is a limited liability Company established in the year 2002. Copolyester Hot Melt and Solventborne Adhesives. The commercial operation of Carbon Monoxide (CO) plant was successfully started in June 2010. The plant is considered as an extra source to provide the International Diol Company (IDC) with hydrogen.International Gases Company (IGC) The International Gases Company (IGC) is a limited liability company.000. The Company operates a Carbon Monoxide (CO) plant with a designed production capacity of 340 thousand metric tons per annum (MTPA). with a capital of SR 425. Kingdom of Saudi Arabia. The product is used as a feedstock for the production of Acetic Acid. The International Gases Company (IGC) production in the year 2010 was 253 thousand metric tons. This plant is considered to be the largest CO plant of its kind in the World.400. established in the year 2006. a colorless. The company’s site is in Jubail Industrial City. practically odorless. and tasteless gas or liquid Annual Report 2010 I 11 . The plant operates with a reliable design capacity. IGC produces pure Carbon Monoxide (CO). Description of Activities of the Company’s Affiliates (continued) International Acetyl Company (IAC) The International Acetyl Company (IAC) is a limited liability company established in the year 2006, with a capital of SR 1,003,000,000. The commercial operation of the Acetyl plant was successfully started in June 2010. The International Acetyl Company (IAC) operates a plant for the production of Acetic Acid (AA) and Acetic Anhydride (AAn), with an annual production capacity of 460 thousand metric tons. The plant operates with a reliable design capacity. The plant produces high quality Acetic Acid and Acetic Anhydride which are exported to customers regionally and internationally. The International Acetyls Company (IAC) production in the year 2010 was 364 thousand metric tons. The company’s site is in Jubail Industrial City, Kingdom of Saudi Arabia. Acetic Acid is used in the production of Vinyl Acetate, pure Terephthalic Acid and Acetate Esters. Acetic Anhydride is used in the production of Cellulose Acetate which is used for filters, fabrics, etc. Other applications for Acetic Anhydride include Cellulose Acetate Polymers, including Cellulose Acetate molding resin, Cellulose Acetate Propionate and Cellulose Acetate Butyrate. In addition, it is widely used to add the Acetyl group in the synthesis of surfactants, drugs, pesticides, dyes and additives. 12 International Vinyl Acetate Company (IVC) The International Vinyl Acetate Company (IVC) is a limited liability company established in the year 2006, with a capital of SR 676,000,000. The commercial operation of the Vinyl Acetate plant was successfully started in August 2010. The International Vinyl Acetate Company (IVC) operates a plant for the production of Vinyl Acetate Monomer plant with an annual production capacity of 330 thousand metric tons. The plant operates with a reliable design capacity. The plant produces high quality Vinyl Acetate Monomer which is exported to customers regionally and internationally. The International Vinyl Acetate Company (IVC) production in the year 2010 was 310 thousand metric tons. The company’s site is in Jubail Industrial City, Kingdom of Saudi Arabia. VAM is a key intermediate in a wide range of products of which Polyvinyl Acetate, used mainly for adhesives, represents the largest volume of consumption. Polyvinyl Acetate Resins are Thermoplastic Copolymers used for making emulsion (latex) products. Major applications include interior and exterior paints, adhesives, paper coatings, and textile treatments. Annual Report 2010 I 13 Description of Activities of the Company’s Affiliates (continued) International Utilities Company (IUC) The International Utilities Company (IUC) is a limited liability company, established in the year 2009, with a capital of SR 2,000,000. It is owned equally by all Sipchem operating affiliates, namely, International Methanol Company (IMC), International Diol Company (IDC), International Gases Company (IGC), International Acetyl Company (IAC) and International Vinyl Acetate Company (IVC). The purpose of the company is to manage, operate and maintain utilities facilities and services at Sipchem site in Jubail Industrial City, Kingdom of Saudi Arabia. 14 405 38. Butanediol (BDO). Sipchem is trying its best to attract new customers while maintaining its current customers through making available products and services presented in a reliable and effective method based on effective cost and quality standards. To face the competition at the level of the international market.000. Sipchem as being one of the major petrochemical producers has a dynamic marketing network that covers its customers locally. Maleic Anhydride (MAn). Asia. in the Middle East Region.595 metric tons in the year 2010. Sipchem Marketing and Services Company (SMSC) functions independently in the marketing and sales of the entire range of Sipchem products in addition to other products. Tetrahydrofuran (THF). Sipchem Marketing and Services Company (SMSC) Sales (Metric tons) Methanol BDO Equivalent Acetic Acid Vinyl Acetate 384. the United States and Europe. with a capital of SR 2. SMSC has marketed products totalling 456. The company has a competent sales force team with diverse backgrounds and experience. Today SMSC sells and markets a number of products including Methanol. The company’s location is in Khobar.579 Annual Report 2010 I 15 .000. Sipchem Marketing and Services Company (SMSC) concentrates its efforts on marketing the products to the main and strategic markets by the utilization of ways and means of the latest marketing techniques. Kingdom of Saudi Arabia.Sipchem Marketing and Services Company (SMSC) Sipchem Marketing and Services Company (SMSC) is a limited liability company.904 21. established in the year 2007.707 11. Acetic Acid (AA) and Vinyl Acetate Monomer (VAM). Plans and Future Growth Sipchem performs its business according to the strategic plans designed by the Board of Directors in all its expansions and operational processes. Sipchem is currently carrying out feasibility studies for several new industrial projects which are expected to be announced in the year 2011. Sipchem also strives to create new business opportunities so as to raise up the actual value of its shareholders and to participate in the development of the national economy of the Kingdom. 16 . Sipchem also concentrates on creating new projects that have high added value to be added to the current company products through the production of derivative products. Projects Under Development International Polymers Company (IPC) The International Polymers Company (IPC) is a limited liability company. EVA is one of the materials popularly known as expanded rubber or foam rubber used as padding in equipment for various sports It is typically used as a shock absorber in sports shoes. The new plant. This plant is considered the first of its kind in the region to produce Ethylene Vinyl Acetate (EVA). with annual capacity of 200 thousand metric tons of Ethylene Vinyl Acetate and Low Density Polyethylene. 2010. established in the year 2009. a Sipchem affiliate. with a capital of SR 305. tubing. hot glue sticks. The project is scheduled for start-up in 2nd quarter 2013.000. The company’s location is in Jubail Industrial City. plastic bags.840. EVA is also used in Biomedical Engineering applications as a drug delivery device. Annual Report 2010 I 17 . Both Sipchem Marketing Company and Hanwa will market the products of this project internationally. The Engineering. The Vinyl Acetate Monomer (VAM). will be located in the company’s complex in Jubail Industrial City. The total estimated value is around SR 3 billion and is expected to make available 200 direct employment opportunities. Procurement and Construction (EPC) LSTK contract for Ethylene Vinyl Acetate (EVA) plant was awarded to GS Engineering & Construction Corporation (GSEC). Korea on December 15. Sipchem owns 75% and Hanwha Chemical Company from Korea owns 25%. wash bottles. LDPE is widely used for manufacturing various containers. EVA is used in hot melt adhesives. Sipchem previously announced the execution of the technology license for this plant from ExxonMobil Chemical Technology Licensing (EMCTL). as a second feed stock will be made available from the International Vinyl Acetate Company. dispensing bottles. The Ministry of Petroleum and Minerals has allocated the main feedstock (Ethane gas) which will be cracked to Ethylene by one of Sabic companies. top of the line soccer cleats. Kingdom of Saudi Arabia. Sipchem awarded the engineering. Kingdom of Saudi Arabia. The plant will be designed in a way to allow the production of another material. Sipchem is currently working on the construction and operation of an Ethyl Acetate / Butyl Acetate plant with a production capacity of 100. 2010. Through the use of Rhodia technology and their experience in this field. Butyl Acetate (BA). Korea on 8 January 2011. Sipchem has signed agreements with the French company Rhodia on August 4. Sipchem plans to achieve significant gains in the quality of the product and reduction of the cost of the plant production that parallels or exceeds the international levels. This includes the use of its technology. design and construction (LSTK) contracts for its Ethyl Acetate Plant to eTEC Engineering & Construction Company. It is worth noting that the raw materials for the production of Ethyl Acetate such as Acetic Acid will be obtained from the international Acetyl Company (one of Sipchem Affiliates) and Ethanol will be imported from international markets. the marketing agreement and an Ethanol supply agreement. The plant will be located in Jubail Industrial City.Projects Under Development (continued) Sipchem Chemical Company As part of third expansion program. The initial estimates for the project is around SR 350 million and it will be owned wholly by Sipchem and will be financed by Sipchem as a capital in addition to loans from several other financing agencies yet to be determined. The Ethyl Acetate plant is expected to start production during the first quarter of the year 2013. 18 .000 metric tons in Jubail Industrial City. This plant comes as a part of Sipchem’s growth in comprehensive downstream products in full integration with current products portfolio. Kingdom of Saudi Arabia. The estimated cost of this center is in excess of SR 100 million. processing. This technical center will be a new focus of polymer technology in the Kingdom. compounding. it is mandated to develop the downstream polymer converting industry in the Kingdom.000 m2 at Dhahran Techno Valley of King Fahd University of Petroleum and Minerals [KFUPM]. testing.Sipchem Product & Application Development Centre (PADC) Sipchem is building a corporate Product & Application Development Center [PADC] on a plot of 15. technical services to customers and technical market development activities. in the Eastern Province of Kingdom of Saudi Arabia. and it will improve the processes of international Polymer Company (IPC) through process optimization and polymerization research. analysis. The award of the construction contracts is expected during the first quarter of the year 2011. The PADC will be operational in mid-2012. and application development. competitive analysis. The PADC will have the latest Instruments and equipment for polymerization. Annual Report 2010 I 19 . it will assist Sipchem Marketing in achieving their commercial targets by new product development. The project engineering designs are completed. moulding. Risks Related to Company and Affiliates Business Risk of Prices Fluctuation: Risk of chemical. 20 . Plants Operation Risks: Including the general operation risks. Risks of the non-availability of the basic supply items (feedstock) Environmental Risks: The possibility of imposing more aggressive environmental regulations or any other general regulations. Market Related Risks: Competition and prices risks related to products produced by Sipchem affiliated companies. the fluctuations of currency prices and the financial situation of the affiliated companies which are mostly dependent on financing. Risks of Financing: Including the availability of financing. petrochemical products and shipping prices fluctuations. 356 6. The reduction in the prices of the Acetic acid and the Vinyl Acetate during the year impacted the company profits.7 million for the previous year with T 265. 3.526.135.553 593.97 200.844 856.371 9.446 601. Below are the financial indicators of the year 2010 compared with previous year: 1.7% increase.42 for the previous year.102.301.13 333.293 3.991.000.545.782.66 323.844 378.473 12.252 1.122 10.831.700.083.052.994.976.419 2.120 7.750.391 5.965.026.955.879.170.3 million compared with SR 235.545.203.4% increase.009.403.765.250 12.623.163.244 5.8 billion for the previous year with 1. he net profit for the year 2010 was SR 378.600.892. Sipchem has previously announced the commercial operation of the acetyl complex in the middle of the year.262.333.203. T 5.911 1.717.498.824.515 0.510.155 7. improvement of work capability and productivity and reduction of costs.3 million for the year 2009 with T 354% increase.13 compared with SR 0.013.841. he operational profit for the year 2010 was SR 764. he Earnings Per Share (EPS) was SR 1.333.676.141 2.267.600.553 2.007.895. Summary of the business results for the previous five years: (Saudi Riyals) Details 2006 2007 2008 2009 2010 Total Current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total shareholders’ equity and minority interest Total liabilities.206.569.425.446 493.534 3.751. The total assets for the year 2010 were SR 12 billion compared with SR 11.000 2.277 536.217.328.388.1 million compared with SR 140.000 1.140.000.333 Annual Report 2010 I 21 .9 million for the previous year with T 168.694.478 5.962.079.960.195 5.693.522 5.845 1.388. he total profit for the year 2010 was SR 861.522 3.1 million compared with SR 168.755.858.277 1.236.052.535 903.750.773 11.333 2.210 2. This consequently led to the increase of the profit margins. There is a minor improvement in these prices during the months of November and December 2010.148 1.912 5.Financial Statements The improvement in the operational performance of the plants resulted in the increase of production quantities and the development of the sales of the Methanol and Butanediol plants in addition to the increase of the prices of these products.29 150.42 333.026.438.818 11.972.619 10. 1.145.414 3.206.238 5.070.833.833.762 9.553. 4.075 7.156.818.3% increase.262.535 140. 2.818. shareholders’ equity and minority rights Net Profit Earnings Per Share (EPS) Weighted Average Number of Outstanding Shares 1. Development of sales.0 2009 2010 4.0 11.9 12. Total Assets and Shareholders’ Equity for the past five years: (Billion Saudi Riyals) 5.8 10.Financial Statements (continued) 2.4 2007 Shareholders Equity 3.9 2006 Assets 2.8 4.8 5. income from operations and net profit for the past five years: (Million Saudi Riyals) 1993 944 830 537 764 168 2009 141 2010 1334 1528 773 896 494 594 1709 2006 Sales 2007 Operational Profit 2008 Net Profit 3.0 2008 22 378 .3 7. 079.599 237.3% 20.1% 21.970 378. The Geographical Analysis of Company’s Sales: The marketing and sales of company products takes place in the local markets. Significant differences in operational results from previous year: (Saudi Riyals) Details 2010 2009 Changes+/Change percentage Total Profit Operational Profit Net Profit 861.699 168.3% 595.369 265.616.371 140.736.5% 354% 168.150.737 The main reason for the increase in the financial results for the year 2010 compared with the year 2009 was mainly due to the improvement in the operational performance of the plants which resulted in the increase in production and sales quantities in Methanol and Butanediol plants.819.515 625.Financial Statements (continued) 4. productivity.353.879. and overall cost reduction. 5. The below graph shows the geographical distribution of the company sales: Asia Europe Local Market and Middle East Internal Sales 46. the Middle East and the international markets.252 235.331.199. In addition.068 764.5% Annual Report 2010 I 23 .1% 12. the year witnessed an increase in the global sale prices of these products and also an improvement of the work efficiency. 810. The table below shows the long term loan agreements and their repayments during the year 2010.084.052 7.351.Financial Statements (continued) 6. (Saudi Riyals) Company Name Total current long term loans as of 31/12/2010 Total repayments during 2010 International Methanol Company International Diol Company International Acetyl Company International Vinyl Acetate Company International Gases Company 401.054.811 7.351 977.948 42. The long term financing agreements are only with the company’s affiliates.264. Total Debts for Sipchem and its Affiliates: The Saudi International Petrochemical Company (Sipchem) is not committed to any long term loan agreements.192 10.945.487 24 .211 44.451 988. Governmental Due Payments: (Saudi Riyals) Entity Government payments up to 31/12/2010 Zakat & Income Department General Organization for Social Insurance (GOSI) 48.464.819.136 1.352 16.000.249 2.648.951.000 76.569.937.395. The Audit Committee Continuously supervises the works of the internal audit committee and regularly reviews its reports. Auditing and periodic examinations on all administrative and operational departments and notifying their officials of the results. control systems and strict control on company operations. In addition to the above.The Internal Audit The company Internal Audit Committee periodically and regularly reviews the internal audit system for the different departments of the company. 4. 2. The scope of the internal audit department includes the following: 1. Annual Report 2010 I 25 . valuating the procedures and the solutions provided by the departments E to ensure suitability and affectivity of the proposed procedures. financial and non-financial operations and commitment of company employees with the regulations issued by the different government agencies and related regularity bodies in addition to the commitment to the company’s approved internal policies and systems. as part of his responsibility in auditing the company’s annual statement. the company’s external auditor. 3. takes an overall review of the company’s internal audit system and its electronic and computer systems to ensure the availability of suitable separation between functions. The internal audit committee has not discovered any violation or any integral weakness in the company’s internal audit system or different operations in the year 2010. Submit reports on the auditing results and recommendations in addition to the later follow up of these results to ensure their application by the concerned departments. This audit is based on annual plans approved by the audit committee so as to make sure of the effectiveness this system and its capability of protecting company assets and ensure the competence and integrity of procedures. Prepare the annual strategic plan for the work of internal audit committee. Abdurrahman A. Sami M. Bahamdan and Eng. Zaidan and Mr.Middle East Complex for Industrial. Eng. Abdurrahman A. Abdurrahman A. Reyadh S. Al-Gwaiz Mr. Name Membership in other joint stock companies . Al-Zamil Mr. Zaidan Mr.Ikarus Petroleum Industries Company (Closed Joint Stock-Kuwait) .KSA) - Al-Zamil Group Holding Company (Closed Joint Stock-KSA) - Al-Khaleeg Training & Education Co. Fahd S. Abdulaziz A. Reyadh S. Abdulaziz A. Al-Rajhi Eng. Al-Zamil 5 6 Mr. Eng. Al-Zamil 2 3 Dr. (Pubic Shareholding-Bahrain) - Golden Pyramids Plaza Co. Name Responsibilities Membership type 1 2 3 4 5 6 7 8 9 10 11 H. The members are classified according to the definition as contained in article two of the Corporate Governance Regulations issued by the Capital Market Authority in the Kingdom of Saudi Arabia as follows: No.National Petrochemical Company (Closed Joint Stock-KSA) . Ahmed 26 . Al-Humaidan who did not nominate themselves for membership of the next term of the Board of Directors. Saleh H.Privatization Holding Company (Closed Joint Stock-Kuwait) . (Pubic Joint Stock-Egypt) .E. Abdurrahman A.Sahara Petrochemical Company (Pubic Joint Stock-KSA) . (Pubic Joint Stock-KSA) - Al-Saqr Cooperative Insurance Co. The Composition of the Board of Directors: The Board of Directors is composed of eleven members. Al-Gwaiz Mr.Gas and Oil Fields Company (Closed Joint Stock-Kuwait) .E. Abdulaziz A. Electronic and Heavy Industries (Closed Joint Stock-Jordon) 1 H. Ahmed Dr. The General Assembly Meeting held on 28/09/2010 elected eleven members from the fourteen Board member candidates for the Saudi International Petrochemical Company (Sipchem) for the next term of three years as of 10/12/2010 to 09/12/2013 according to the by-laws of the company. Participation of the Board Members in the other joint stock companies: The below table shows the board members who are board members of other joint stock companies: No. Abdulaziz A. Nine members of the previous Board were re-elected. Al-Turki 4 Dr.Sahara Petrochemical Company (Pubic Joint Stock-KSA) - Al-Zamil Industrial Investment company (Pubic Joint Stock-KSA) - Al-Zamil Group Holding Company (Closed Joint Stock-KSA) . Al-Zamil Dr. Engineering. Al-Khamis as successors for the former board members Mr.Saudi Investment Bank (Pubic Joint Stock-KSA) .The Board of Directors 1. Sami M.Alinma Bank (Public Joint Stock. Abdulaziz A. Al-Khamis Dr. Al-Humaidan Dr. Abdullah S. Al-Ghurair Eng. Al-Khamis Eng. (Pubic Joint Stock-KSA) - Investcorp Co. Ahmad A.Ibrahim M. two new members were elected namely: Dr. Abdulaziz A. Al-Turki Eng. Abdulaziz A. Al-Ohali Chairman Member Member Member Member Member Member Member Member Member Member / CEO Non-executive Non-executive Non-executive Non-executive Non-executive Non-executive Independent Independent Independent Independent Executive 2. Mohammed A.Taqa National Company (Closed Joint Stock-KSA) . Abdulaziz A. Al-Rajhi Mr. Ibrahim M. Al-Ohali Dr. Abdulaziz A. Al-Ohali . Al-Humaidan Mr. Al-Ghurair Dr. Eng. Sami M. Mohammed A. Abdullah S. Saleh H.E. Mohammed A.Al-Mashreq Bank (Pubic Joint Stock-UAE) N/A N/A N/A N/A 3. Abdurrahman A. Abdurrahman A. Al-Gwaiz Eng. Fahd S. It is worth noting that the members who did not attend any board meetings have given proxy to other board members to represent them. Abdulaziz A. Bahamdan* Mr. Zaidan Mr. Ahmad A. Al-Humaidan Mr. Sami M. Saleh H. Al-Zamil Dr. Zaidan Eng. Board Meeting Attendance Registers: Sipchem board held four meetings during the year 2010. Al-Turki Eng. Ahmed Dr. Fahd S. Reyadh S. Al-Khamis x x x x x 4 4 4 4 4 4 4 3 3 2 1 1 1 Not a board member * Member of the previous board of directors. Al-Ghurair Eng. Annual Report 2010 I 27 . three of which during the previous term which ended on 09/12/2010 and one meeting during the current term which started on 10/12/2010 and will extend up to 09/12/2013. Ahmad A. The below table shows the attendance register for every board member: Board Meetings in 2010 No Name First 27/03 Second 08/06 Third 28/09 Fourth 20/12 Total attendance 1 2 3 4 5 6 7 8 9 10 11 12 13 H.National Cement Company(Pubic Joint Stock-UAE) . Al-Rajhi Dr. Al-Humaidan* Dr. Al-Zamil Mr.7 8 9 10 11 Eng. Al-Saadoon Dr. Abdurrahman A. Abdulaziz A.630 0. Abdullah S. Abdul Rahman A.787. Al-Zamil Mr.04 -0.459.2010 Shares on 31Dec. Abdulaziz A. Bhairi Mr.2010 First class relatives ownership and changes Name No. Kevin J.138 - N/A 7. Fahd S.521 N/A N/A N/A 2.2010 Shares on 31Dec. Al Saif 2.00 N/A N/A N/A N/A N/A 46 9 0.788.602 0.550. their wives and children below 18 years in shares or debt instruments in Sipchem: Shares on 01 Jan. % Change % H.147. Ahmed Mr.313 N/A N/A N/A 2.333 3. Al-Gwaiz Dr. Saleh H.00 - N/A N/A N/A N/A N/A N/A His wife owns 2 shares N/A Mr. Al-Khamis Dr.Al-Ohali Eng.340. Zaidan N/A 7.64 -56 - N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 5.00 0. Sami M.000 5. Al-Turki Mr. Mohammed A.140.001 N/A - - 0.000 3.009 0.550. Eng.000 1.061 - -2. Al-Humaidan Eng.00 0.400 30.8364 0. % No.8362 0.The Board of Directors (continued) 4.638 0.400 30. Al-Dossari Ali H. Khaled S. Hussain S.009 0. Ahmad A .000 202. Abdullatif M. Al-Irq N/A N/A N/A N/A N/A 46 9 0. % Change % Eng. their wives and children below eighteen years in shares or debt instruments in Sipchem: Shares on 01 Jan.001 0.265 1. % No. Al-Rajhi Eng.2 0. Al-Ghurair Dr. Al-Saif Eng. Al-Zamil Dr.265 1.216 2. Description of any benefits for board members.000 5.000 1. Abdulaziz A.E. Hayes Mr.342 0. Reyadh S.001 0. Description of any benefits to senior executive management. Rashid M.344 0. Abdurrahman A.2010 First class relatives ownership and changes Name No.000 461.001 28 .000 2. Al-Dossary Mr. % Net Changes change % National Industrial Holding Group (Kuwait) Ikarus Petrochemical Holding Company (Kuwait) 27.000 - 7. Detail Executive Board members Salaries and compensations Allowances Periodic and annual rewards Incentive plans Any other compensations and any other benefits of kind paid monthly or annually 14. Rewards and compensations for the board members and senior executives: The below schedule shows the rewards and compensations (salaries.746.746.282 0 8.6.) paid to the board members and senior executives who have received the highest rewards and compensations from the company including the CEO and the General Manager of Finance during the year 2010: (Saudi Riyals) Non .098.2010 Shares on 31Dec.executive Board members/Independent Five of the senior executives who received the highest rewards and compensations. Two of the shareholders notified the company and the Capital Market Authority of the percentage changes in their shares ownership percentages during the year 2010 as follows: Shares on 01 Jan.282 N/A 8. 746.282 -100% 100% 7.282 27. etc.000. % No. benefits.000 - 155.2010 Name No.958 2.3% 0 N/A 27. Shareholders who notified the company of percentage changes in their ownerships.232 2.3% -27.746.500 200.596.096 - Annual Report 2010 I 29 . The Audit Committee: The Audit Committee is composed of three members. Al-Rajhi Dr. The committee held two meetings during the year 2010. Committee Member-Public Pension Agency 2. Al-Zamil Mr. The committee also deals with the determination of the strengths and weaknesses of the board and how to deal with that in a way that serves the interests of the company. The responsibilities of the Committee include the review of the preliminary and annual financial statements of the company before submission to the Board of Directors and study the accounting policies and make recommendations thereof to the Board. Al-Zamil Dr. The committee also lays the company policies for the compensations and remunerations of the board members and the senior executives. Al-Humaidan Mr. The Audit Committee supervises the management of the Internal Audit Department and recommends to the Board of Directors the assignment of the chartered accountants and determines their responsibilities. The Committee has held two meetings during the year 2010. The table below shows the names of the Nominations and Remunerations Committee members : Name Identity H. Al-Rajhi Mr. accounting rules on the basis of Capital Market Authority regulations. Abdulaziz A. Al-Gwaiz Mr. Abdulaziz A. One of the members is a board member while the other two members who are experienced and specialized in the financial affairs are nominated from outside the Board of Directors. The Committee Members have been nominated by a resolution of the Board of Directors on 20/12/2010 for the term of office extending from 10/12/2010 to 09/12/2013. Adib A. The table below shows the names of Audit Committee Members: Name Identity Mr. statutory. Saleh H. The committee members have been re-nominated by a resolution of the board on 20/12/2010 for another term of office extending from 10/12/2010 to 09/12/2013.E. Zaidan Committee Chairman Committee Member Committee Member Committee Member Committee Member 30 . The committee recommends the nomination for board membership according to the approved standards and the annual review of the capabilities required for board membership and the review of its organization chart and submit recommendations regarding the changes to be effected. propose their annual fees and follow up the audit plan. Eng. Fahd S. Fahd S. The Nominations and Remuneration Committee The Committee is composed of five board members of the company. Al-Juhani Committee Chairman-Board Member Committee Member-Al-Zamil Holding Co. Sami M.Board Committees 1. Saud S. compliance with legal requirements. The Committee also regularly reviews the financial systems and the risks in the company. Al-Ohali Eng. The table below shows the names of the executive Committee Members Name Identity H. The Committee Members have been nominated by a resolution of the Board of Directors on 20/12/2010 for the term of office extending from 10/12/2010 to 09/12/2013.E. the committee reviews and evaluates new projects and strategic decisions of company’s operational priorities and investments. Abdulaziz A. The Executive Committee: The Executive Committee is composed of six members who are all board members. Al-Rajhi Eng. Ahmad A. Ahmed Committee Chairman Committee Member Committee Member Committee Member Committee Member Annual Report 2010 I 31 .3. Al-Zamil Dr. Al-Gwaiz Mr. Fahd S. Eng. Also. Abdulaziz A. The Committee submits recommendations to the Board of Directors on various subjects such as the management and direction of the activities and business affairs of the company. The Committee held one meeting during the year 2010. Reyadh S. • hat there are no arrangements or agreements through which any of the T board members or any of the senior executive waives any salary or any compensation. • hat there are no arrangements or agreements through which any of the T company’s shareholders waives any profit rights.Board of Directors’ Declaration The Board of Directors confirms the following: • hat the accounts register has been prepared in the correct format and T according to the Generally Accepted Accounting Principles (GAAP). • hat the company does not have any transfer rights or any subscriptions T based on debt transferable instruments to shares or selection rights or subscription rights memoranda or similar rights issued or given by the company during the year 2010. • hat there are no doubts about the company’s ability to go ahead with the T performance of its activities. • hat there is no contract to which the company is a party and that there T is or has been any substantial benefit in it to any board member or the Chief Executive Officer or the General Manager of Finance or to any person related to any one of them. 32 . • hat the company has not issued any bonds and consequently has not T recovered or purchased or canceled any recoverable debt instruments. • hat the internal control system has been prepared on sound basis and is T being implemented effectively. • hat the unified financial statements have been prepared according to the T standards and the accounting systems issued by the Saudi Committee for Saudi Chartered Accountants and according to the related requirements of the Companies regulations and statute of the company with regard to the preparation and publication of financial details. in as far as not conflicting with the by-laws to issue debt instruments such as bonds or Sukuks inside the Kingdom of Saudi Arabia or outside it according to the systems. Sipchem always strives to diversify its financial recourses and debt instruments through the investment in all possible alternatives for the benefit of the company and its shareholders. Through the issuance of Islamic Sukuk. laws and regulations in place. Annual Report 2010 I 33 .5 billion subject to increase. Sipchem intends to finance the company’s new capital expansion projects. It is expected that the issuance of Sukuk will reach SR 1. The Sukuk issuance is expected during the first quarter of the year 2011.Issue of Islamic Sukuk Based on a recommendation from the Board of Directors of the Saudi International Petrochemical Company (Sipchem) during the Extra-ordinary General Assembly Meeting held on 27/11/2010 approved the amendment of article fifteen of the company by-laws to allow the company to issue negotiable debt instruments including Sukuk or bonds and approved the company’s issuance of negotiable debt instruments and authorized the Board of Directors. Discharge of board members for the previous year 2009. the voting procedures through calling the General Assembly. in as much not conflicting with the terms of the regulations. 2 28/09/2010 Ordinary General Assembly 65% 1.333. 4. The advertisements showed the time. mendment of article fifteen of the company by-laws A by adding to paragraph (b) as regards Suluks and bonds 2. The company also gave the shareholders the chance to effectively participate and vote on the issues included in the agenda and informed them of the regulations that govern those meetings. the distribution of well prepared files containing enough information that enables the shareholders to take up their decisions. 5. to issue any type of negotiable debt instruments such as bonds or Sukuk inside the Kingdom of Saudi Arabia or outside it according to the systems. company website. location and the agenda for these meetings. pproval of the accounts auditor nominated by the audit A committee for the audit of company accounts for the fiscal year 2010. The company has advertized the dates of these General Assembly meetings in the Capital Market Authority (CMA) website.The General Assemblies Sipchem held three successful General Assembly meetings during the year 2010 as shown below. the official newspaper and the local newspapers at least twenty five days prior to the scheduled day of the meeting. he approval of company issuing negotiable debt T instruments including Sukuk or bonds and authorize the Board of Directors. 3. No 1 Assembly Meeting 27/03/2010 Ordinary General Assembly Attendance % 64% Resolutions adopted 1. atification of financial statement and profits and losses R account of the company as of 31/12/2009. pproval of the board recommendation for cash A distribution of dividends to company shareholders for year 2009 with a total amount of SR 333. lection of (11) eleven members for the board E membership of Saudi International Petrochemical company (Sipchem) for the new term which extends for three years starting from 04/01/1432H corresponding to 10/12/2010 according to the By-laws of the company. 1. laws and regulations in place. 2. The company also notified the CMA about the results of these meetings immediately after their conclusions. The shareholders were also enabled to view the minutes of the meetings at the company offices or through the company website. 3 27/11/2010 Extra-Ordinary General Assembly 66% 34 . Approval of board report for fiscal year 2009.333 with a rate of SR 1 (one) per share which represents 10% of the company capital priority in profit distribution of these shares shall be to the shareholders who are registered in the registry by the end of the Tadawl at the end of the assembly meeting. Annual Report 2010 I 35 . an amount not exceeding (10%) of the remaining amount shall be assigned as a compensation to the Board members taking into consideration the regulations and the instructions issued by the Ministry of Commerce in this regard. Also the Board recommended in its meeting on 20 December 2010 the increase of the company’s capital by 10% from SR 3.Dividends Distribution Policy The net annual profit of the company is distributed according to article (41) of the company by-laws after the deduction of all the general expenses and other costs as follows: 1. 4.330 from the retained profits as of 30/09/2010 after company acquiring the required approvals from the official entities.333. ut aside (10%) of the net profit as a legal reserve. The reasons for the capital increase are for financing some parts of company future projects.330 to SR 3.666.333. The General Assembly may. based on a proposal to the Board of Directors.666. rom the remaining amount and after a first payment to the shareholder F equivalent to 5% of the paid-up capital. set aside a certain percentage of the net profits. On 12 April 2010 Sipchem distributed cash profits to company shareholders for the year 2009 which totaled SR 333.333 at the rate of SR 1 for each share which represents 10% of the company’s capital. 3. The remaining amount after that shall be distributed to the shareholders as an additional portion of the profit. to establish an agreed reserve and allocate it for a special purpose or purposes. 333.660 through the granting one free share for every ten shares owned by the shareholders who are registered on the company register at the depositary centers of the financial papers on the Tadawul day of the Extra-Ordinary meeting of the General Assembly which will be held during the first quarter of the year 2011. The proposed increase in the capital will be covered by the transfer of SR 333. The normal General P Assembly may stop setting aside of such amount once these reserves reach 50% of the capital. After the above. This is distributed to company shareholders who are registered in the official register of the shareholders at the end of the General Assembly meeting held on 27/03/2010.333. 2. 2. This code aims at the commitment to the highest moral standards in practicing all company activities. Sipchem has prepared its governance regulations according to the requirements of Article (10) paragraph (C) of the Corporate Governance Regulations issued by the Capital Market Authority and in compliance with the listing and inclusion regulations and the company by-laws.sipchem.htm The company has applied all articles of the Corporate Governance Regulations issued by Capital Market Authority with the exception of the article below: Article (6) Voting Rights Paragraph (b) Action Do the by-laws of the company indicate that the voting method in the item for the selection of the board member in the General Assembly shall be by the cumulative voting? Reasons and details The by-laws of the company do not include the cumulative voting. please visit the following link: http://www. The Board of Directors discussed these breaches in its meeting on 28/09/2010 and set up necessary mechanisms and procedures to avoid recurrence of such breaches in future. The CMA has been informed of these mechanisms and procedures. Penalties & Fines: The Capital Market Authority has imposed fines on Saudi International Petrochemical Company (Sipchem) during the year 2010 as follows: 1. The code of conduct covers a wide range of professional practices and provides the required professional education to all company employees and reinforces the understanding and commitment to these codes to avoid any breaches that subject them to legal responsibilities.000 (Fifty thousand Saudi Riyals) for the breach of paragraph (f) of article twenty six of the listing rules. particularly the commitment to the best practices that protect the shareholders rights and reinforce the company’s commitment to declaration and transparency standards including the establishment of a company data base through its electronic site that enables its eligible shareholders. to know the details of their dividends.com/ar/Government. because it has publicized its preliminary financial statement for the period ending on 31/03/2010 in one of the local newspapers on 18/04/2010 before publicizing that in the Capital Market Authority. SR 50.sipchem.asp As part of Sipchem’s commitment to set up the best practices in the field of corporate governance and the development of the related standards and principles. For more information about the current Corporate Governance Regulations. Communication sessions have been held with all company employees to explain the requirements of these codes of conduct and all company employees have signed commitment and understanding certificates. It is worth noting that there are no penalties or sanctions or any under reserve actions on the company from any supervisory or regulatory or judicial entity 36 .com/ar/shares.Corporate Governance Sipchem has applied all the mandatory regulations as included in the Corporate Governance list issued by the Capital Market Authority (CMA). The company is currently applying the normal voting system according to the Company’s by-laws. who have not received their dividends for the previous years. SR 50. For more information about the shareholders and their dividends details. a code of conduct has been developed and applied to all company employees during the year 2010. please visit the following link: http://www.000 (Fifty thousand Saudi Riyals) for the breach of paragraph (f) of article nine of the Corporate Governance Regulations because the annual board of Directors report attached to the annual financial statement did not contain any reference to the penalty imposed by the CMA on 19/01/2009. The company is also keen to communicate with its shareholders. answer all their queries and provide them the requested information in a timely manner.com.sipchem. periodic financial statements and dividends distribution procedures. Annual Report 2010 I 37 .Communication with Shareholders Sipchem gives the utmost attention to the Communication with shareholders. Sipchem provides comprehensive information about company activities and business through the Annual Report. It has taken many measures to guarantee the shareholders’ rights to obtain information through the CMA “Tadawul” website and the company site www. Sipchem and its affiliates strive to raise up the leadership. develop and improve human skills and capabilities and motivate its human resources. Highly qualified Saudi employees are currently occupying most of the top and administrative positions. Sipchem has organized a number of training courses during the year 2010 in cooperation with some outside training entities. Sipchem has organized its third service award for its employees who completed five and ten years of continuous service in November 2010 where 42 employees were honored. The number of the company employees by the end of the year 2010 was 729 and the percentage of Saudis was 70%. These programs resulted in the attainment of very good Suadization levels. The company has a clearcut strategy to attract. The Saudization programs are of particular importance to Sipchem and its Affiliates. administrative and technical skills and capabilities of all levels of its employees. This is achieved through the internal and external training plans and programs. This is in addition to the on-the-job training which is considered as the basic company and its affiliates priorities.Human Resources Sipchem believes that its human resources play the basic role in the development of its operations and investments. The objective of these programs was to raise up and reinforce the capabilities of the administrative and technical employees. 38 . A total of 507 employees have been trained through 163 internal and external training programs on various administrative and technical areas. Sipchem has announced in the Initial Public Offer (IPO) in the year 2006 and the offering of shares priority rights in the year 2008.536. till Sipchem is able to complete the necessary procedures to start special portfolio for the program. On 20 December 2010 a total of 1. the allocation of these shares to the Sipchem employees incentive program where Al Zamil Holding Group.Special Employees Programs Home Ownership Program: The company is currently implementing a Home Ownership Program for the company employees. The program is aimed at granting the chance to the company’s Saudi employees who meet the program conditions to own housing units within the approved policies to assure comfort and stability for its employees and motivate them to continue their services with the company. and a guarantor for the Sipchem shares allocated the program as per the agreement signed between Sipchem and al Zamil Group. The program serves as an attraction for highly qualified persons in the field of petrochemicals to join the company.697 shares have been transferred from a portfolio under the name of Al Zamil Holding Group to a portfolio under the name of Sipchem Employee Incentive program at Al-Bilad Investment Company. being one of the founders of Sipchem. Sipchem Employee Incentive Program: Sipchem is implementing an employee incentive program which aims at encouraging the company and affiliates employees to maintain and improve their work performance and put up their utmost efforts to serve the company’s interests and achieve its established objectives. The company is currently proceeding with the program as per the set schedule. Annual Report 2010 I 39 . The shares were transferred to the Sipchem Employee Incentive Program after the completion of the necessary procedures to open a portfolio for the program and the approval of the Capital Market Authority of the shares transfer. a number of awards and plaques were presented by various entities. organizing a blood donation campaign by company employees. rehabilitation and follow-up until graduation from either a secondary school or from university. 40 .Corporate Social Responsibility In continuation of its social responsibility which aims at reinforcing the company’s participation in the community service and development. Sipchem supports community social causes through annual funding as well as through active participation in activities such as the sponsorship of the second symposium of the charitable societies. Sipchem takes its participation and responsibilities towards its community so seriously. including their education. These contributions and participations are supervised and managed by “Community Services Committee” composed of representatives from various company departments. Sipchem continued performing its obligation towards the community. in order to support its social responsibility programs. In appreciation of the company’s commendable role in community service. This program is characterized by its comprehensive sponsorship of the orphans and their families. that its Board of Directors have allocated 1% of its total net annual profit to charity. Sipchem has adopted an ambitious program to sponsor a number of orphans in the Eastern Province. supporting the Eastern Province people’s festivals and honoring outstanding orphan students. plants and the environment. Sipchem has achieved an outstanding record in the area of safety through the use of new standards. the application of product care. During the year 2010 Sipchem continued the application of the requirements of the Responsible Care and became one the pioneering companies that applied this international initiative. preparation of periodic safety rehabilitation programs and the training symposia in all company plants. During 2010 Sipchem achieved very high levels that exceeded similar international companies. The responsible care initiate programs include the participation in various projects such as carbon dioxide emission. This is in addition to the training and development programs that are implemented by specialized experts in these fields together with the continuous updating of the systems and procedures to cope up with the new requirements. These efforts were crowned by considering Sipchem as one of the pioneering companies in the field of responsible care and being authorized to use the logo of the initiative as one of the first companies to have this privilege in the area. The complete commitment to safety and environment standards ranks Sipchem in the frontier for future application of the responsible care initiative. Annual Report 2010 I 41 . The company has applied the annual audit system.Responsible Care Sipchem continued the application of the highest international health and safety standards which are considered the basic values of the company in all its activities. The company continued to maintain its safety achievements through the continuous planned training. These systems constitute the basic components for the achievement of best results in the safety field. used in the plants. the improvement of safety management operations and enhance the industrial chemical awareness for all stakeholders in the area. to manage the safety operations to ensure the continuous safety for employees. 42 . Consolidated Financial Statements and Auditors’ Report for the year ended 31 December 2010 Annual Report 2010 I 43 . Saudi International Petrochemical Company (Saudi Joint Stock Company) Contents: 45 Auditors’ Report 46 Consolidated Balance Sheet 47 Consolidated Statement of Income 48 Consolidated Statement of Cash Flows 49 Consolidated Statement of Shareholders’ Equity 50 Notes to the Consolidated Financial Statements 44 . Auditors’ Report Annual Report 2010 I 45 . 203.540.879 6.247.321 19. other payables and provisions Short term advances from partners Current portion of long term loans Current portion of obligation under capital lease Total current liabilities Non-current liabilities Long Term loans Obligation under capital lease Long term advances from partners Employees’ terminal benefits Fair value of interest rate swaps Total non-current liabilities Total Liabilities Shareholders’ equity and minority interest Share capital Statutory reserve General reserve Reserve for the results of sale of shares in subsidiaries Retained earnings Net change in the fair value of interest rate swaps Total shareholders’ equity Minority interest Total shareholders’ equity and minority interest 18 15 16 17 1 3.201.594 4.818 11.517.921 363.333.639 5.540 355.402.Saudi International Petrochemical Company (Saudi Joint Stock Company) Consolidated Balance Sheet As at 31 December 2010 Note 2010 SR 2009 SR ASSETS Current assets Cash and cash equivalents Accounts receivable.140.333.185 9.802 62.810. prepayments and other receivables Inventories Total current assets Non-current assets Property.522 TOTAL LIABILITIES.523.676.762 LIABILITIES.351 257. plant and equipment Projects’ development costs Intangible assets Total non-current assets TOTAL ASSETS 6 7 8 9.545.351.530.486 32. SHAREHOLDERS’ EQUITY AND MINORITY INTEREST 46 .729 143.240.717 9 10 12 13 446.831.318.545.811 856.032.333.333.953 220.012.196 52.343 307.238 620.779.330 878.189.437 42.921.371 1.900.395.425.682.811 903.202.818.844 3.893.505.581 (102.195 5.026.502 358.000.408.405 2.535 12 13 10 14 15 4.145.522.535 3 4 5 1.844 9.486.595.491.399 2.203.917.643.125 208.874.496.000.773 11.650.620.575 (140.000 54.604 3.000 48.895.600.518.196.955.526.510.171.751 52.092.964.558.435 909.091.506) 4.014 78.922.102.976.677 488.156.793.217.356 6.792.330 916.473 12.083.013.674 5.370 275.428.758.026.847 596.569.986.624.810.383 5.831.641 9.863 40.081.388.905 483.295 275.613 401.433.611.444 187.610.902 42.751) 4.818.371 1.275.600. SHAREHOLDERS’ EQUITY AND MINORITY INTEREST Current liabilities Accounts payable.381 31.250 12. 992.430.131.021.401.014 (1.29 333.42 0.331.536.423) 75.707.050.943) 378.Saudi International Petrochemical Company (Saudi Joint Stock Company) Consolidated Statement of Income For the year ended 31 December 2010 Note 2010 SR 2009 SR Sales Cost of sales 1.195 21 (43.350) 660.182.946) 861.164.098) 764.000 (1.333 GROSS PROFIT General and administrative expenses INCOME FROM MAIN OPERATIONS Investment income Financial charges Provision for development cost no longer required Net expenses of pre-operating activities Other expenses INCOME BEFORE MINORITY INTEREST AND ZAKAT Minority interest INCOME BEFORE ZAKAT Zakat NET INCOME FOR THE YEAR Earnings per share (from net income) Earnings per share (from main operations) Weighted average number of outstanding shares Annual Report 2010 I 47 .029.328) 168.245.134) 235.405.717) (3.333.515 0.666.970 7.252 1.388.000.266) 422.339 (107.539 (45.353.941.389) 140.931 (29.358.150.027) 181.597) 210.371 14.461 (238.781) (957.699 (67.333 830.50 333.13 2.333.736.079.725.879.237.533.904 (40.833 (594.068 20 (97.959) (558.202.402. 000) 422.935) (186.041.605.475.688 165.099 (749.781 238.654 ) 239.717 171.354 (42.327.000 - 48 .179.772) (335.186.111) (59.904 CASH FLOWS FROM INVESTING ACTIVITIES Net expenses of pre-operating activities Purchase of property.878.231 (153.096 70.675) (5.188.404 (203.062 (305.837.620.362.707.856.132 97.826.496) 1.532.451.423 29. plant and equipment to deferred turnaround cost 37.245.565) 77.847 1.929) 374.715 107.333) (279.164. net Net cash used in investing activities (957.959) (1.023.515. plant and equipment Transfer from property plant and equipment to inventory Transfer from property.261) (210.202.667 199.105) (8.207.029.097 (157.755 68.266 957.046.810.910.643.831.494.051) (335.160.972.511.831.811) 82.540.059 6.299.301 (87.991 12.678) 550.970) (10.855.105.388. plant and equipment Reclassification of project development cost to property.533.804) (66.603.931.980 45.245.008.416) 28.592.210.021.717) (359.533 6.781) (68. net Financial charges Minority interest Net expenses of pre-operating activities Provision projects’ development costs no longer required Changes in operating assets and liabilities: Receivables Inventories Payables Cash from operations Financial charges paid Zakat and income tax paid Net cash from / (used in) operating activities (288.318.237.343 3 1.533.727.831.333) 752.942 (185.558.Saudi International Petrochemical Company (Saudi Joint Stock Company) Consolidated Statement of Cash Flows As at 31 December 2010 Note 2010 SR 2009 SR CASH FLOWS FROM OPERATING ACTIVITIES Income before zakat Adjustments for: Depreciation and amortization Employees’ terminal benefits.027 1.621.061) 78.904 (1.000.712) 2.122.466) (1.343 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR SUPPLEMENTARY CASH FLOWS INFORMATION: Non-cash transactions are as follows: Net change in fair value of interest rate swaps Reclassification of debt arrangement and acquisition cost and pre-operating cost from intangibles to property. plant and equipment Additions to intangible assets Additions to projects’ development costs Refund of excess amount received from the minority interest Proceeds from sale of shares in subsidiaries.079 111.941 (107.202.195 181.787.292.021. net Repayment of obligations under capital lease Advances from partners Change in minority interest Dividends and board of Directors’ remuneration paid Net cash (used in) / from financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the year 104.953) 305.581.055 1.858) CASH FLOWS FROM FINANCING ACTIVITIES Long term loans.156.959 (75.235.000.810.034.105.208.149) (32.091) (174.707. 081.667 14.333.917.371 Annual Report 2010 I 49 .755) - (5.000 - 692.252 (333.758.000 54.228) - 378.758.333.905 140.496.922.667 - 54.500.370 275.295 275.000 48.964.515 - 97.751) 4.330 864.418 275.333.893.486.515.621.333.252 (37.000.879.581 (102.518.625.751) 4.000 54.917.581 (102.518.081.200.333.333.515.518.625.677 488.200.333.333.433.079.518.594.228) 378.333.351 (200.333) (14.333.196.435 - 37.000.079.000) (333.000.330 878.087.506) 4.681 - - - 54.Saudi International Petrochemical Company (Saudi Joint Stock Company) Consolidated Statement of Shareholders’ Equity For the year ended 31 December 2010 Share capital SR Statutory reserve SR General reserve SR Reserve for the results of sale of shares in subsidiaries SR Retained earnings SR Net change in the fair value of interest rate swaps SR Total SR Balance at 1 January 2009 Results of sale of shares in subsidiaries (note 1) Net Income for the year Net change in fair value of interest rate swaps Dividends Transfer to statutory reserve Directors’ remuneration Balance at 31 December 2009 Balance at 1 January 2010 Results of sale of shares in subsidiaries (note 1 & 17) Net Income for the year Net change in fair value of interest rate swaps Dividends Transfer to statutory reserve Directors’ remuneration Balance at 31 December 2010 3.000) 3.330 878.388.300.921.905 - 140.370 275.621.333) (2.925 - - (5.807.330 916.925) (2.418) 4.539.333.952 (333.952) (2.807.333) (37.333) (2.905 483.087.388.200.515 97.333.922.000.000) (37.755) (333.905 483.879.575 (140.435 3.000) - - - - - 3.200. 666. a South Korean company. registered in the Kingdom of Saudi Arabia under commercial registration No. The legal requirements for the transfer of shares to the new partner have been completed in April 2010. operate and manage industrial projects especially those related to chemical and petrochemical industries. The company’s head office is in the city of Riyadh with one branch in Al-Khobar. establish. The Company has the following subsidiaries (the Company and its subsidiaries hereinafter referred to as “the Group”: Subsidiaries – Saudi limited liability companies Effective Percentage of shareholding 2010 SR 2009 SR International Methanol Company (IMC) International Diol Company (IDC) International Vinyl Acetate Company Ltd.333 million.333. the company sold off 25% of its share in IPC to Hanwha Chemical Oversees Holdings Ltd.91% 76% 76% 72% 100% 68. 50 .(IVC) International Acetyl Company Ltd. (IAC) International Gases Company (IGC) Sipchem Marketing and Services Company (SMSC) International Utility Company Ltd (IUC) International Polymers Company (IPC) 65% 53.58% 75% 65% 53. following the necessary approvals of competent authorities. The Company incurs costs on projects under development and subsequently establishes a separate company for each project that has its own commercial registration.5 billion and the offering process to be made during the first quarter of the year 2011. testing and acceptance formalities with the main contractors On 21 Dhu Al-Hijjah 1431H corresponding to 27 November 2010.660. IAC and IGC commenced commercial operations on 5 June 2010 whereas IVC commenced commercial operations on 7 August 2010 following the successful commissioning.330 to 3.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements 31 December 2010 1. Costs incurred by the Company are transferred to the separate companies when they are established. which is registered under commercial registration number 2051023922 dated 30 Shawwal 1420H (corresponding to 6 February 2000). The bonus shares shall be limited to the existing shareholders registered in the records of the company with (Tadawul) at the end of trading on the day of holding the Extraordinary General Assembly meeting which shall be determined later. The company is in the process of submitting a request to the Capital Market Authority for registration and listing. The share capital of the Company is SR 3. The Board of Directors of the company. 1010156910 dated 14 Ramadan 1420 H (corresponding to 22 December 1999). Kingdom of Saudi Arabia. The principal activities of the Company are to own.. On 25 January 2010. divided into 333. at its meeting held on 14 Muharram 1432H corresponding to 20 December 2010. the Extraordinary General Assembly has permitted the company to issue Islamic Bonds (Sukuk) so as to be compliant with Shari’a Laws.58% 100% The plants of the group are located at Jubail Industrial City. the capital shall be increased from 3.3 million shares of SR 10 each. where the head quarters for the executive management is located. The company’s Management expects the value of offered bonds (Sukuk) to be SR 1.333. has recommended increasing the company’s capital by %10 by way of capitalizing a part of the profits through the issuance of one bonus share for every ten shares held by the shareholder. As a result.91% 76% 76% 72% 100% 68. ORGANIZATION AND ACTIVITIES Saudi International Petrochemical Company (“the company” or “Sipchem”) is a Saudi joint stock company.666. for the purpose of financing the capital expansions of the company’s new projects. Bad debts are written off as incurred. Revenue recognition The group markets its products through marketers. Appropriate provisions are made for slow moving and redundant inventories. The ownership shares related to other parties in the group of companies are classified under minority interest in these consolidated financial statements. demand deposits. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. distribution and marketing. The consolidation of the subsidiaries’ financial statements in these financial statements start from the date control is obtained by the Company until the date this control is ended. Accounts receivable Accounts receivable are stated at original invoice amount less allowance for any uncollectible amounts.2. direct labor and manufacturing overheads. Basis of consolidation of the financial statements The consolidated financial statements incorporate the financial statements of the Company and financial statements of subsidiaries controlled by the Company prepared for the same year using unified accounting policies. All significant inter-group transactions and balances between group companies have been eliminated in preparing the consolidated financial statements. Adjustments are made as they become known to the group. Cash and cash equivalents Cash and cash equivalent consists of bank balances. Sales are made directly to final customers and also to the Marketers’ distribution platforms. which are later adjusted based on actual selling prices received by the Marketers from their final customers. An estimate for doubtful debts is made when collection of the full amount is no longer probable. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in compliance with the standards and regulations promulgated by the Saudi Organization for Certified Public Accountants. The cost of spare parts and finished goods are arrived at using the weighted average cost method. after deducting the cost of shipping. Control is achieved where the Company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. The acquisition of subsidiaries is accounted for using the purchase method. Local and export sales are recognized at the time of delivery of the product at the loading terminals located at the plant and at the King Fahd Industrial Port in Jubail Industrial City. Costs of manufactured goods include raw materials. The following is a summary of significant accounting policies applied by the Company and its subsidiaries: Accounting convention The consolidated financial statements have been prepared using the historical cost convention modified to include the measurement at fair value for the interest rate swaps. The sales through the distribution platforms are recorded at provisional prices at the time of shipments. Inventories Inventories comprise of spare parts and finished goods and are stated at the lower of cost or market value. Expenses All the year expenses except for production costs. financial charges and net expenses of pre-operating activities are classified as general and administrative expenses. cash on hand and investments that are readily convertible into known amounts of cash and have maturity of three months or less when purchased. Annual Report 2010 I 51 . Depreciation is provided over the estimated useful lives of the applicable assets using the straight line method. At the same time.3 4 1 – 10 1 – 10 Intangible assets Intangible assets represent turnaround maintenance costs and other deferred charges. costs associated with the projects are transferred to the respective company subsequently established for each project. Expenditure on maintenance and repairs is expensed. Derivative financial instruments Derivative financial instruments are initially recorded at cost and are re-measured to fair value at subsequent reporting dates. the recoverable amount of the asset is estimated in order to determine the extent of impairment (if any). plant and equipment Property. which is also immediately recognized in the consolidated statement of income. 52 . Where an impairment loss subsequently reverses. The reversal of impairment loss is recognized as income once identified. Permanent impairment of non-current assets At the end of each fiscal year. Where it is not possible to estimate the recoverable amount of an individual asset. Other deferred charges are amortized over the period likely to benefit from such costs. then the previously unamortized deferred costs are immediately expensed and the new turnaround costs are amortized over the period likely to benefit from such costs. the carrying amount of the hedged item is adjusted for the corresponding gain or loss since the inception of the hedge. Projects development costs relating to the projects determined to be non-viable are written off immediately. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognized in the consolidated statement of income as they arise. plant and equipment are stated at cost less accumulated depreciation. plant and equipment and other non-current assets to determine whether there is any indication that those assets have suffered impairment. The gain or loss from the change in the fair value of the hedging instrument is recognized immediately in the consolidated statement of income. furniture. A fair value hedge is a hedge of the exposure to changes in fair value of an asset or liability that is already recognized in the consolidated balance sheet. while expenditure for betterment is capitalized. the carrying value of the asset (generating unit) is increased to the revised estimate of its recoverable amount. The estimated useful lives of the principal classes of assets are as follows: Years Plant and machinery Buildings Vehicles Catalyst & tools Computer. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Projects’ development cost Projects’ development cost represent mainly legal and feasibility related costs incurred by the company in respect of developing new projects. Property. The planned turnaround costs are deferred and amortized over the year until the date of the next planned turnaround. so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash generating unit) in prior years. The carrying value of the asset (or generating unit) is reduced to the recoverable value when the recoverable value is below the carrying value. the group estimates the recoverable amount of the cash generating unit to which the asset belongs. Should an unexpected turnaround occur prior to the previously envisaged date of planned turnaround. fixtures and office equipment 10 – 25 (Year 2009: 10-20) 2 - 33. If such indicators exist.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 2. Upon successful development of the projects. the group reviews the carrying values of property. Impairment loss is recognized as expense when incurred. are booked in the reserve for the results of sale of shares in subsidiaries. Zakat and income taxes are provided on an accrual basis. Any difference between the estimated zakat for the years and the zakat provision that is calculated based on the detailed zakat base at year end are accounted for at the end of the year. are charged to the consolidated statement of income over the term of the relevant lease in order to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. the amount is included in the consolidated statement of income in the same year or years during which the hedged item affects net profit or loss. Provision for obligations A provision is recognized when the company has a legal or constructive obligation as a result of a past event. Leasing Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. The zakat charge and income tax. Gains and losses from settlement and translation of foreign currency transactions are included in the consolidated statement of income. Statutory reserve In accordance with Saudi Arabian Regulations for Companies. For hedges of forecasted transactions. the parent company must set aside 10% of its net income in each year until it has built up a reserve equal to one half of the capital. All other leases are classified as operating leases. To the extent that the hedge is effective. Zakat The group is subject to zakat and income tax regulations in the Kingdom of Saudi Arabia. Rentals payable under operating leases are charged to the consolidated income statement on a straight line basis over the term of the operating lease. which represent the difference between the total leasing commitments and the lower of the present value of the minimum lease payments or the fair market value of the assets at the inception of the lease. Annual Report 2010 I 53 . Finance costs. when the company continues to exercise control over the respective subsidiary. Assets held under capital leases are recognized as assets of the Company at the lower of the present value of the minimum lease payments or the fair market value of the assets at the inception of the lease. Monetary assets and liabilities denominated in foreign currencies at the consolidated balance sheet date are translated at the exchange rates prevailing at that date. and the settlement of such obligations is probable and can be measured reliably. assessable on the minority shareholders. Additional amounts. if any. the portion of the gain or loss on the hedging instrument is recognized initially directly in equity. that may become due on finalization of an assessment are accounted for in the year in which assessment is finalized. Employee’s terminal benefits Provision is made for amounts payable under the employment contracts applicable to employee’s accumulated years of service at the consolidated balance sheet date. is included in minority interest. Foreign currency transactions Foreign currency transactions are translated into Saudi Riyals at the rates of exchange prevailing at the time of the transactions. Reserve for the results of sale of shares in subsidiaries The gains or losses resulting from sale of shares in subsidiaries. an unrecognized firm commitment or a forecasted transaction. The reserve is not available for distribution. Subsequently.A cash flow hedge is a hedge of the exposure to variability in cash flows relating to a recognized asset or liability. The zakat charge in the consolidated financial statements represents the zakat for the company and the company’s share of zakat in subsidiaries. the gain or loss on the hedging instrument will adjust the recorded carrying amount of the acquired asset or liability. 520 1.505 1. PREPAYMENTS AND OTHER RECEIVABLES 2010 SR 2009 SR Trade receivables Accrued investment income Deposits.825.838 1. INVENTORIES 2010 SR 2009 SR Finished products Spare parts and others 82.140.617 78. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Segmental Analysis A segment is a distinguishable component of the group that is either engaged in providing products or services (a business segment) or in providing products or services within a particular economic environment (a geographical segment) which is subject to risks and rewards that are different from those of other segments.733. prepayments and other receivables 517.948.818.065 208.125 251.530.202.788 52.343 4.847 466.853 307. ACCOUNTS RECEIVABLE.399 25. Earnings per share Basic earning per share from net income is calculated by dividing the net income for the year by the weighted average number of shares outstanding during the same year.641 54.895 1. this inventory is expected to be utilized over a period exceeding one year.792.405 The spare parts inventory primarily relates to plant and machinery and.334 126. 54 .473. As substantial portion of the group sales is made outside the Kingdom and all the group’s products are considered within one business segment. CASH AND CASH EQUIVALENTS 2010 SR 2009 SR Cash and bank balances Murabaha deposits 453. Basic earnings per share from main operations is calculated by dividing income from main operations weighted average number of shares outstanding during the year.281.643.819. for the year by the 3.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 2.831.388.682.589 1.831.395.142.639.252 77. no segmental analysis was presented.258 1. Hence.189. accordingly.978 596.365.014 5.166.012.620. 131 50.713.762 17.053 914.433 1.590.192) 1.689.357.142 7.526.1 million).625 7.667.500. net income for the year ended 31 December 2010 was higher by SR 16 million compared to the results had the old estimate been used. Directly attributable costs includes employee benefits.586. Construction work in progress mainly comprises of costs related to IPC’s plant along with projects for improvement of the groups’ plants and the cost of constructing Sipchem’s head quarters in Al-Khobar city.672.522.286.120 7.528.149.606.806 68.398 295.152. site preparation costs.672. plant and equipment include plant and equipment held under capital lease obligations which have a cost of SR 535.223.751 539. The property.714 168. PROPERTY.5 million (2009: SR 140.9 million (2009: SR 135.924 13.223.802 9. Construction work in progress is stated at cost and is comprised of construction costs under various agreements and directly attributable costs to bring the asset for its intended use which also includes costs of testing to ensure the asset is functioning properly.558.460.633 10.758 42.204 258.255 15.971 37.796 129.500. plant and equipment are pledged as security against Saudi Industrial Development Fund loans.993 166.033.8 million). professional fees and borrowing costs.789.449.221.481.505. property. Financing costs related to the projects of IAC.600.491 10.676 (76.162 9.132.242.402.398 2.872 10. In 2010 the board of directors of the group resolved to change the estimated useful lives of the plants from 20 years to 25 years based on the technical opinion of the technology licensors and consultants to better reflect the estimated useful lives of these plants.354.782 241. The change in estimate was accounted for prospectively with effect from 1 January 2010.466 2. licensing fees.159.348.791 48.252 50.181 10.703.908 119. plant and equipment are constructed over a land in Jubail Industrial City leased from the Royal Commission for Jubail and Yanbu’ for 30 years commencing on 16 Muharram 1423H corresponding to 30 March 2002.784 91.910.086. IVC and IGC were capitalized during the year ended 31 December 2010 in construction work in progress amounted to SR 436.805.913.836. fixtures & office equipment SR Plant & equipment SR Land & buildings SR Catalyst & tools SR Construction work in progress SR Total 2010 SR Total 2009 SR’ Cost: At the beginning of the year Additions Transfers At the end of the year Depreciation: At the beginning of the year Charge for the period Transfers At the end of the year Net book amounts: At 31 December 2010 At 31 December 2009 672.107.915 47.610.039.062.307.578.1 million (2009: SR 535.865. Public Investment Fund loans and commercial loans (note 12).416 1.181 836. The lease agreements are renewable upon the agreement between the two parties.530 460.692. Annual Report 2010 I 55 .654.750 836.127 424.689.625 10.441 359.354.949 72.087.531 (7.759.957 109.831 9.270 4.830.982.239.065.6.835 8.779.559.989. As a result. computer.1 million) and accumulated depreciation of SR 155. Some of the company’s property. installation costs.365.517.267.896 41.836.179.997) 56.409.349 325.862.117 424.604.166 7.402.485.149 As at 31 December 2010.638.359 3.785.149 8. furniture.340 118.852 167.476 3. PLANT AND EQUIPMENT Vehicles.901. and after deducting net proceeds from the sale of production generated during the testing phase.239. 496. 8. PROJECTS’ DEVELOPMENT COSTS The movement in the projects’ development costs was as follows: 2010 SR 2009 SR At the beginning of the year Additions during the year Provision for projects’ development cost no longer required Transferred to construction work in progress 52.204. Subsequently.129.058.000 (165.974.882. Consequently.032.727 32.6 million was made against the new projects’ development cost.185 31.201 (68.041.000. a provision of SR 77.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 7.132 57. However.882.737 (146.817) 45.474 357. The management of the company had not taken a decision to discontinue any ongoing projects.235.154.654 75.731 45.372 56 .289 157.486 109.732.827.000) 52.379.381 78.558 24. there was no need for the provision which the company has previously made.172.381 During 2008.372 5.641 14. the company entered into a joint venture agreement with other partners in which they have accepted the project development costs previously incurred by the company amounting to SR 165 million. the company successfully signed the license agreements for the projects it intends to undertake. In addition.189 (311. INTANGIBLE ASSETS 2010 SR 2009 SR Cost: At the beginning of the year Additions Transfers from / to construction work in progress At the end of the year Amortization: At the beginning of the year Charge for the year Transfers At the end of the year Net book amount: At the end of the year 32.731 9.096) 62.736.156.974. Therefore.793.297) 14.970 6.624.000.032.291 3. the company reversed SR 75 million in 2009.091.299. this provision was made on a conservative basis against any projects which may not be pursued further in the future at that time. 9. and other facilities.321 10.050 220. LONG TERM LOANS 2010 SR 2009 SR Saudi Industrial Development Fund loans (note a) Syndicated bank loans (note b) Public Investment Fund loans (note c) 1.725 21.964.232 1. As per the joint venture agreements.288.5 million. respectively (2009: SR 95.999. respectively). the parent Company and the minority partners had long term advances of SR 1.900. The parent company and the minority partners have also made short term advances of SR 22.598. letters of credit.282. 12.000.865.189 446.604 263. 11.461.240.222 40.5 and SR 19. ACCOUNTS PAYABLE.000 1.783.6 million and SR 3.522.000 1.733.994 620.390.156 8.385.640.437 4.153 49.610.5 million.344. OTHER PAYABLES AND PROVISIONS 2010 SR 2009 SR Accounts payable Retentions Accrued expenses Dividends payable Other payables Zakat provision 189. The long term advances do not carry any financial charges whereas the short term advances carry financial charges at normal commercial rates. The revolving loans facilities carry financial charges at SIBOR/RIBOR plus a margin and are secured by promissory notes equivalent to the total facilities.9 million and SR 313. respectively).017.865.2 million and SR 215.393.000.665 60.396.565.963 4.997.387.902 4.1 million. At 31 December 2010.818 4. BANK FACILITIES The Group has short term facilities with local commercial banks including short term revolving loans.339 28.3 million.404 1.779.000 87. ADVANCES FROM PARTNERS The partners of IAC.613 Less: current portion of term loans 363. long term partners’ advances shall be repaid after the repayment of external indebtedness and funding of reserve accounts.201.608.443.375.227 158. IVC and IGC have agreed to contribute long term advances to finance certain percentage of their projects’ costs as per the joint venture agreements.441 1. guarantees.630.570.189.026. respectively (2009: SR 799.502 Annual Report 2010 I 57 .255 159.514. 940.940. c) he Public Investment Fund (PIF) granted loans to IDC. IVC and IGC to finance the construction of the plants of T these companies.865. The loans are repayable in unequal semi-annual installments. LONG TERM LOANS (continued) a) he Saudi Industrial Development Fund (SIDF) granted loans to IDC.565.875 489.032 2.823 544.461.467. The loans carry financial charges at LIBOR plus a variable margin. The loan agreements include covenants to maintain financial ratios during the loans period.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 12. The loans carry financial charges at LIBOR plus a fixed margin. The Agreements include covenants to maintain certain financial ratios and also require maintenance of certain restricted bank accounts.427 588.404 138. IAC.902 423.911.875 489. the partners are obligated following completion of a project to provide a letter of credit for support of operations during the life of the loans. The loans are secured by partners’ guarantees and a second priority mortgage on the assets already mortgaged to SIDF. The loan agreements require the companies to enter into an interest rate swap contract to cap the financial charges associated with the PIF loans.368.467.155. The loans are repayable in unequal semi-annual installments except IDC loan which is repayable in equal semi-annual installments.452 363. IVC and IGC on the other hand entered into two credit facility agreements with two syndicates of financial institutions. The Agreements include covenants to maintain certain financial ratios. The combined repayment schedule for the term loans is as follow: 2010 SR 2009 SR 2010 2011 2012 2013 2014 2015 After 363. and IAC. These loans are secured by T partners’ guarantees proportionate to their shareholding and a first priority mortgage on all present and future assets.902 423.950.796.390. Under a partner support agreement for the projects financing. b) IDC on one hand. The loans are repayable in unequal semi-annual installments.391.796.965.050 58 .368. The obligation under this loan agreement at all times ranks at pari passu with all other creditors. IVC and IGC.823 544.900. IAC.539 4.345 4.032 1.900. Management and follow up fees are charged to the loans as stated in the loan agreements.427 588. 822.557) 52. INTEREST RATE SWAP AGREEMENTS As at 31 December 2010. IVC and IGC had interest rate swap (IRS) contracts with local commercial banks in relation to the loans obtained from PIF and syndicated bank loans as required by the loan agreements.9 million) has been recorded in equity.054.552.351.811 401. However.810.162 112. The fair value of the interest rate swap at 31 December 2010 has decreased by SR 187.052.162.811 214.729 15. OBLIGATION UNDER CAPITAL LEASE 2010 SR 2009 SR Minimum lease payments (fixed and variable rental payments) Less: variable rental payments 541.811 246.351.4 million (2009: SR 143.054 187.416.162 580.035.162. At 31 December 2010.318.254.010) 40.810. IDC. EMPLOYEES’ TERMINAL BENEFITS 2010 SR 2009 SR At the beginning of the year Provision made during the year Payments made during the year At the end of the year 40.351 42.811 401.862 97.162.297 444. 14.810.145 million (2009: SR 2. Sipchem’s share of the fair value amounting to SR 140.297. This amount represents what has to be paid in case the group decides to cancel the agreements. Annual Report 2010 I 59 . the notional amount of IRS contracts was SR 2.162 42.540 Future minimum lease payments: Within a year More than one year and less than five years More than five years 42.409 93.811 444.540.973 42.611.351. IAC.299 million).810.079.810.318. In case of the increase in the interest rates this difference will be eliminated and may become positive.5 million) lower than the fair value at the inception of the contracts.351 42.4 million (2009: SR 102.378.351 Less: Payments made during the year Present value of minimum lease payments Less: current portion of obligation under capital lease 42. the group has no intention to settle the agreements.444 33. The company’s commitment under the lease is secured by the lessor’s ownership of the leased assets.13.378 401.990 (2.700 444.749 8.972.729 14.810.811 358.162.845.162 IMC entered into an Islamic lease agreement with a syndicate of financial institutions for the purpose of converting a commercial loan into an Islamic mode of financing.436 486.530.272 (2. IMC has the right to purchase property and equipment leased for a nominal fee at the end of the leasing agreement. 945.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 16. Total purchases of fixed assets O from the foreign partner during the year amounted to SR 20.7 C million (2009: SR 364.543.806 209.336. RESERVE FOR THE RESULTS OF SALE OF SHARES IN SUBSIDIRIES On 30 June 2010.7 million).838. Some of the long term advances do not carry any financial charges and have no specific maturity date.098 38.512 111. The change has been applied retrospectively.7 million).The company and the foreign partners of the group grant advances to the companies of the group to support their operations and comply with debt covenants.383 19.879 281.357 139. GENERAL RESERVE In 2007.092. Accordingly.637.067.573.289 202.744. - ne of the subsidiaries has bought certain fixed assets from one of the foreign partner.946.446.250.753 20.496 223. MINORITY INTEREST 2010 SR 2009 SR International Methanol Company International Diol Company International Acetyl Company Ltd.987 136.741 67.443 116. International Gases Company International Polymers Company 352.358 1.367.060 1. .328 60 .484. Total sales made to foreign partners amounted to SR 1.855 76. the Saudi Organization for Certified Public Accountants issued its opinion regarding the treatment of the difference between the fair value of the consideration received and the amount of the change in minority interest upon the sale of shares in a subsidiary without the parent company losing its control on it. Short term advances carry financial charges at normal commercial rates.405. 17. GENERAL AND ADMINISTRATIVE EXPENSES 2010 SR 2009 SR Employee costs Expenses of board of directors and board meetings for the group Depreciation Others 64. 20. the company changed its presentation in this regard so that such differences are presented in the reserve for the results of sale of shares in subsidiaries transactions instead of presenting them in the statutory reserve.202.533.408.574.169 97. the General Assembly approved the Board of Directors proposal to establish a general reserve of SR 275 million through transfer from retained earnings to finance the needs of the Group’s future projects.3 million (2009: SR 19.135 909.874. International Vinyl Acetate Company Ltd. The prices and terms of the above transactions are approved by the board of directors of the companies of the group.385. 18.029.015 5. RELATED PARTY TRANSACTIONS Material related party transactions during the year were as follows: - ertain foreign partners market part of the group’s products.927 25.322 152.116.987 1.230.476 7.381. 640 43. The assessments of the other subsidiaries for all years have not been raised by the DZIT yet. The Company filed an appeal against the assessments received from the Department of Zakat and Income Tax (DZIT).646.165.640.344.994 Status of zakat assessments The company received zakat assessments for the years from 2001 through 2008 which showed an additional amount due of SR 24.358.303 22.943 (32.3 million.941.389 Movement in zakat provision The movement in the zakat provision was as follows: 2010 SR 2009 SR At the beginning of the year Provision for the year Payments made during the year At the end of the year 49.748) 60.389 The zakat charge for the Group was as follows: 2010 SR 2009 SR Current year zakat charge of the company Company’s share in the zakat of subsidiaries Charge in consolidated statement of income 21.207 2.189 30.286) 49.344. The zakat assessments for IGC have been agreed with the DZIT up to 2007. ZAKAT Zakat charge: The zakat charge consists of: 2010 SR 2009 SR Current year provision 43.207 The main leases are with the Royal Commission and the Port Authority. The company’s assessment for the year 2009 has not been raised by the DZIT yet.120 8.891 40. Annual Report 2010 I 61 .21.943 32.091. The lease with the Royal Commission is for an initial term of 30 Hijra years and is renewable upon the agreement of the two parties.943 40.084.001.941.165.267.269 40.857.994 43.941.358. OPERATING LEASE ARRANGEMENTS 2010 SR 2009 SR Payments under operating leases recognized as an expense during the year 2.358.389 (21. 22.015. SEPC is claiming compensation for the failure by Sipchem to lift the annual contract quantity during the period from 1 March 2009 up to 31 December 2009.207 2.165.5 million) and outstanding capital commitments amounting to SR 480 million (2009: SR 63. FAIR VALUES The fair values of the Group’s financial assets and liabilities approximate their carrying amounts in the consolidated financial statements.207 2. 25.144 45. Recently.Sipchem and Saudi Ethylene and Polyethylene Company (SEPC) have entered into an agreement for the supply of Ethylene to Sipchem.166.207 2. 24.165.3 million of SR 1/ share.165.207 2.001.827. where the Chinese companies requested to impose anti-dumping duty. DIVIDENDS In April 2010. 62 . the Chinese Ministry of Commerce decided not to impose any protective duties on Saudi Methanol Exports.992.207 35.165. 26. when the related plant was not yet operational.165.165.179 2.165.207 2.Saudi International Petrochemical Company (Saudi Joint Stock Company) Notes to the Consolidated Financial Statements (Continued) 31 December 2010 22. CAPITAL COMMITMENTS As at 31 December 2010 the Group had letters of credit and letters of guarantee amounting to SR 471 million (2009: SR 137.7 million). OPERATING LEASE ARRANGEMENTS (continued) The minimum lease payments under non-cancellable operating leases are as follows: 2010 SR 2009 SR Less than one year Year two Year three Year four Year five More than five years Net minimum lease payments 2.207 2.207 2.165. Sipchem management believes that SEPC will not be awarded any compensation.165.165. which equals to 10% of the share capital for shareholders on records on 11 Rabih II 1431 H corresponding to 27 March 2010. CONTINGENCIES - Some Chinese companies filed a petition in respect of anti-dumping the Chinese market with Methanol products against companies in several countries including IMC.207 2.207 37.386 23.351 47. the Company distributed cash dividends in the amount of SR 333. . . 11411 Tel : 01 203 7736 Fax : 01 203 7738 www.Box 12021 Jubail Industrial City - 31961 Tel : 03 359 9999 Fax : 03 358 8182 Riyadh P.Box 251 Riyadh .com . P.Box 130 Al-Khobar .O.31952 Tel : 03 801 0111 Fax : 03 801 0222 Jubail P.Saudi International Petrochemical Company Sipchem H.Q.sipchem.O.O.