IMPERIAL INTGRATED
ANNUAL

REPORT 2015

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INTEGRATED ANNUAL REPORT 2015

ABOUT OUR
INTEGRATED ANNUAL
REPORT

The Integrated Annual Report corresponds to a period in which leadership redefined the group's business model and clarified the group and divisional strategies to deliver capability-based growth and focused value creation to its stakeholders, in a challenging operating environment.

GROUP
OVERVIEW

OUR
PERFORMANCE

2015 NON-FINANCIAL HIGHLIGHTS

OUR BUSINESS
MODEL

The Imperial Group, unlike a conglomerate, operates in two specifically chosen areas of mobility. The group leverages its leadership in its logistics and vehicles value chains to achieve capability-based growth and focused value creation for all stakeholders.

OUR OPERATING
CONTEXT

Imperial's businesses operate in diverse
geographies, industries and markets
with different socio-economic,
political, regulatory and technological
profiles. The complex interplay of
opportunities and threats within
these environments must be
addressed with strategies
that ensure robust
competitive positions.

OUR STRATEGY

Imperial's strategy seeks to drive capability-based growth and focused value creation through greater strategic clarity and financial discipline at group and divisional level.

The major initiatives that will drive our strategic progress are encapsulated in eight strategic thrusts, which provide a precisely worded set of objectives and guidelines against which management can act and report to the board.

OUR KEY RISKS

Imperial has identified key group-level risk categories in addition to business and industry-specific risks identified by divisions.

OUR KEY
RELATIONSHIPS

Our stakeholder universe is defined as entities or individuals that may be affected by the organisation's activities, products and/or services, as well as those whose actions can be expected to affect the ability of the group to successfully implement its strategies and achieve its objectives.

OUR MATERIAL
ISSUES

The group's five material issues are:

We have identified five material issues for the business, which are considered critical to the group's ability to deliver capability-based growth and focused value creation for its stakeholders. These material issues are presented alongside relevant stakeholders and key risks, together with the strategic thrusts they relate to and relevant key activities in the year.

OUR INVESTMENT
CASE

The refocusing of Imperial's business model and the execution of its strategy will increase management's influence over the group's growth, returns and sustainability in a rapidly changing operating context. Over time this will reduce the disproportionate impact of external factors on the group's prospects and hence its investment case.

GROUP PERFORMANCE

CHAIRMAN'S
LETTER TO STAKEHOLDERS

This review, my last as chairman, describes a year of considerable development and transformational change for Imperial.

Amid turbulent global and local conditions your group registered progress in relation to its refocused strategic objectives and delivered a pleasing financial performance under the circumstances. The new insights and influences brought to bear by the direction of a changing board and the leadership of the CEO in his first full financial year at the helm, underpinned the progress made.

CHIEF EXECUTIVE
OFFICER'S REPORT

Imperial is a better group today than it was a year ago.

There is proof of this on many fronts, not least in a stable operating profit performance despite a consistent deterioration of the business environment throughout the year. The group's ability to weather a R558 million fall in the profitability of our Vehicle Import, Distribution and Dealerships division due to rand weakness is quantitative evidence of generally improved strategic, operational and financial management.

- Watch Mark Lamberti's Video Address -

CHIEF FINANCIAL
OFFICER'S REPORT

Solid performance and improved balance sheet and cash flow.

Imperial produced a satisfactory result in challenging trading environments in all its key markets. All divisions showed good revenue and operating growth, except the Logistics International division which was marginally up on last year and the Vehicle Import, Distribution and Dealerships division, which declined.

DIVSIONAL REVIEWS

Logistics Africa provides outsourced supply chain management, servicing the Southern, West and East African markets through three regional hubs.

The division maintains its leading position in the South African logistics and supply chain industry through reliable and high-quality service delivery, commitment to its clients' business and innovation to drive improvement. Across sub-Saharan Africa, the division provides a comprehensive and integrated demand-driven route to market as a distributor of consumer and pharmaceutical goods.

Based in Germany, Logistics International provides complete logistics solutions including industrial contract logistics, warehousing, inland waterway shipping, bulk and container terminal operations, contract manufacturing in the chemical industry and related value-added services across European markets.

The division is a leading logistics partner to the automotive, chemical, steel, aluminium, agriculture, paper and machinery industries. During the year under review, the division embarked on a strategic restructure of its businesses, which included consolidating its constituent businesses into two divisional pillars.

The Vehicle Import, Distribution and Dealerships division is an exclusive importer of 16 automotive and industrial vehicle brands (including Hyundai, Kia, Renault and Mitsubishi).

The majority of its imported brands are sold through its extensive network of owned and franchised dealerships in South Africa, which also provide aftersales parts and servicing and distribute the group’s financial services products. Outside South Africa, the division distributes and retails vehicles in selected African markets and retails vehicles in Australia.

The Vehicle Retail, Rental and Aftermarket Parts division’s network of franchised vehicle dealerships is the largest in South Africa, representing almost all major brands. Dealerships are also distribution channels for financial services, insurance, vehicle servicing and parts.

In the commercial sector, the division owns and operates standalone dealerships in South Africa and the United Kingdom (UK). It also operates two car rental brands in South Africa (Tempest and Europcar), as well as the largest pre-owned vehicle dealer network (Auto Pedigree). The division’s panel shops repair vehicles for the rental fleet, the consumer market and insurance companies, and the aftermarket parts business wholesales and distributes vehicle parts and accessories. Its leisure businesses manufacture and sell caravans, canopies and other leisure accessories.

The Financial Services division provides motor-related financial services and products through LiquidCapital (maintenance, warranty and other financial products associated with the automotive market) and vehicle leasing through Imperial Fleet Management and Ariva.

In line with the group’s strategy to dispose of non-core and strategically misaligned assets, negotiations for the sale of Regent are currently underway and progressing positively. Regardless of the outcome of these negotiations, motor-related financial services will remain an integral part of the group’s strategic focus on the full automotive value chain.

GOVERNANCE

The group’s corporate governance structures are aligned to the principles of the King Code of Governance Principles (King III).

Governance structures and processes are reviewed from time to time to accommodate regulatory, strategic and organisational changes, as well as international developments.

Imperial is sensitive to the global debate on executive compensation, where its relationship with performance is too often tenuous and coincidental.

At the same time the biggest and most pressing threat facing South Africa today is the shortage of skills – we simply have too few competent managers, leaders, professionals and technicians to meet our national requirements. With regard to executive compensation, Imperial will strive firstly to ensure that our governance and disclosure is transparent, and secondly, that we do not compromise unduly on performance criteria when external factors outside our control stifle performance.