Changing Capital Structure Of Afgri example essay topic

Executive summary This article focuses on shareholder wealth creating in companies. This is a very broad focus and is therefore reduced to several key terms with the example of Afgri in an agricultural environment. The business community is more and more focussing on profits. This tendency is been highlighted by Afgri's profits and growing share prices in contrast with Senwes where shareholders are irritable about their company. The King Report on corporate governance has highlighted several aspects in this regard and is it also covered in this article. This view has opened the debate about shareholder wealth creation and ownership in agri-businesses.

The purpose of this article is to set a benchmark for the use of agri-businesses to stay current in an ever changing and highly competitive environment. 0 TK (Afgri) was established in 1923 as an agricultural co-op and converted into a public company in 1996. With a strong balance sheet and large cash reserves Afgri was a sure target for a takeover. A new business vision was employed after Brait and Allen Gray gained majority control in 2001/02.

The company was shedding no performing non core assets, like its cotton, meat and egg businesses and also sold its debtors book. The cash freed by the restructuring was pumped into a special dividend of R 2 a share. Key terms to be investigated include the following o Capital structure: This article raises the point that the changing capital structure of Afgri has lead to increasing profitability from an equity viewpoint. Although terms like WACC (weighted average cost of capital) has become common language in Afgri the board still seems not working enough towards a targeted capital structure that would result in further shareholder wealth creation. The current debt (long term debt) /equity ratio is 1.85% o AC 133: The accounting standard AC 133 is discussed under performance measurement, although it's a standard in performance reporting.

The issue of including or excluding several items on the financial statements is currently very controversial. In lining up with GAAP (general accepted accounting practices) and specific AC 133, Afgri shows a declining book profit that would be traumatic in the eyes of financial analyst. The focus must still fall on cash flow returns, irrelevant of accounting practices o EPS versus EVA: Afgri follows a dual objective of EPS and EVA. The concern that EPS (earnings per share) will distract Afgri from sustainable wealth creation is expressed. EVA (economic value adding) on the other hand is a measurement working towards increasing profitability in relation to capital on a sustainable basis.

Using EVA as an ultimate measure could also be dangerous and should it be used with other objectives Contents Executive summary... 2 1. Problem statement... 4 2. Industry review...

4 2.1 Changes from co-operatives to companies... 4 2.2 Changes in the economy... 5 2.3 Structural changes... 5 2.4 World wide agricultural tendencies... 5 3. Literature review and best practices...

5 3.1 Capital structure... 5 3.2 EVA and EPS... 7 3.3 Corporate governance... 8 3.4 Market strategies...

10 3.4 Financial performances... 10 4. Evaluating changes over the last years... 11 5. Critical evaluation of performance measurements... 12 5.1 CA 133...

12 5.2 EPS versus EVA... 13 6. Corporate governance... 14 7. Solutions for sustainable wealth creation... 16 7.1 New strategies...

16 7.2 Sustainable wealth creation in corporate governance... 17 8. References... 21 9.

Appendices... 23 Table 1: EVA... 23 Table 2: Financial Statistics - Afgri... 24 Problem statement Statement 1: Afgri promises to shareholders state that they will maintain grow in earnings per share above inflation (OTKaner, 2003). How do this statement comply with the EVA model which is also been promoted by them in the same article? The working paper will discuss the assumption that the management tries to manipulate two conflicting measures to reach their target of shareholder wealth.

What was the factors that contributed to their success as been presented in the latest financials? Statement 2: The changes in the capital structure have most probably contributed very positive on the success of Afgri and did they lower their business risk. This paper will discuss the effect of changes to optimal capital structure, keeping in mind the risk associated with the agricultural environment. The steps to change capital structure will be viewed like buy back of shares, dealing with cash reserves previously held and their ideal debt ratio Statement 3: Afgri are complying with the accounting standard RE 133 (OTKaner, 2003) even though uncertainty is been noticed in the dealing with aspects like debtors, assets and stock. The term been problematic is "on or off the balance sheet". This paper will deal with contemporary views on this aspect.

Statement 4: The code on corporate governance puts pressure on company's to act on the best interest of shareholders. Afgri's main shareholder is Allen Grey with 38% interest, which represent institutional shareholders. The pressure by certain shareholders is not always in favour of all shareholders. Aspects to be highlighted in this section will fall on the independency and skills of the board in compliance with the second King report. Industry review Changes from co-operatives to companies The business community in SA is more and more focussed on the profits. Competition will increase in coming years with more words like take over, new alliances and rivalry outside traditional trading areas.

Producers of inputs and financial institutions are also entering the field in financing, grain trading and supplying their product to the end user. This was traditionally the terrain of agri-co-operatives. This threat in competition could lead to the result that traditional agri co-operatives will be left with a client basis loyal to them on grounds of the credit facility's been granted to them. Another conflict lies in the fact that shareholders and clients are the same people. The clients of traditional co-operatives wants good service in contrast with shareholders who would like profits through service to clients who wish to pay for service because of the value it would add to their business. Most of the agri cooperatives has changed to listed companies and is it now the board's task to see after the well being of their shareholders in contrast with the view of "service" of traditional co-operatives.

The terrible performance of companies like Senwes has lead to shareholder activism. This could lead to similar actions in other companies and should board members look into the performance of their companies. New-generation agricultural services companies should be based on sustainable wealth creation and the kind of customer service not previously available to this market segment. (Willemse, 2002) While the old-style co-operative served a vital purpose in meeting farmers' needs in a highly regulated environment, agriculture had become far more challenging and competitive, requiring a clear business focus, backed by scientific farming methods. (Ebedes, 2002) Changes in the economy Globalisation will also lead to several changes in the local economy like the distortion in the macro economy, market liberalisation, structural changes in local businesses and the consequence of innovation on local markets Structural changes o The sector composition has changed from a production economy to a service economy. o The demand for schooled workers has increased. o Changes in technology has lead to higher capital requirements per worker and increased productivity per worker World wide agricultural tendencies One of the important qualities of globalisation is the change in business activities and focus from local commitment to international involvement. The lowering of import tariffs has left farmers and agri-companies to the unfriendly environment of international competition A characteristic of globalisation is that the production focus has shift to a consumer focus.

Consumers choices is far more reaching in an open economy and are they also far more fastidiousness. Another paradox of globalisation is the establishment of powerful trading blocks. This, together with government subsidies to protect local business in most of the western world makes the marketplace very unfair. These subsidies distort open trading relationships and do they penalize developing economies. Literature review and best practices Capital structure Williamson and Francis (2001) asked the question why optimal capital structure matters. The short answer is that companies failing to maximize shareholder value for years by being under-leveraged and then, in a frenzy of activity designed to address the "lazy balance sheet", rapidly became over-leveraged and so destroyed even more value.

They set some rules for firms in keeping the optimal capital structure o Minimizes the average cost of capital (inclusive of hedging activities). o Maintains adequate liquidity at all times (not only in reality but also in the perception of major investors and the broader stakeholder community). o Ensures adequate flexibility to finance value-enhancing investments required by the corporate strategy. These are principally acquisitions and other large capital expenditures. The overall effect of financing and risk management activities is to create an equity risk that is trading in a manner consistent with the corporate strategy or equity story communicated by management. It is well known that companies must operate in an optimum capital structure.

Most companies reach their optimal capital structure through the use of target debt ratios (Graham & Harvey. 2003). In setting target debt ratios companies tend to range from flexible targets to rather set targets. Larger companies are likely to have target ratios. The target level of debt ratios is influenced by the ability of companies to cover interest cost as well as the desire to maintain credit ratings and provide adequate reserve for future financing. The most important consideration in corporate debt policy is financial flexibility or unused debt capacity. o Finance future expansion o Earnings and cash flow volatility o Using corporate tax advantages Graham and Harvey also find that earnings per share dilution is the most important factor influencing the issuance of equity, while EPS should not be diluted if the company earns the required return on the new equity.

It is interesting to know that CEO's with a MBA find EPS dilution less important. Another way of looking at capital structure is the equity for debt swap and convertible debt. In investing in new projects the equity for debt swap can increase profitability when payoffs with a positive NPV adds to shareholder and creditor value. Equity for debt swaps precedes management's investment decision. Convertible debt on the other hand is the process of changing the capital structure after the initial investment according to the firm's investment strategy like the conversion of debt into common shares. Isagawa (2002) uses this theory in explaining the situation where a manager is prevented from investing in a project causing financial distress and to resolve the over- or under investment tendency.

Isagawa argue that managers would not undertake unprofitable projects, as without conversion the cost of straight debt will prevent management from undertaking unprofitable projects. This study lacks in the sense that it did not explain the cost of equity and debt in relation with each other. A major finding of a study (Mankin & Chakrabarti. 2002) states that companies with more conservative capital structures incorporating lower amounts of debt should have a larger cushion to survive in periods of economic suffering although no clear reason exist to suppose that conservative capital structures would correlate with better financial performance. Traditional theories of optimal capital structures take cost of capital, tax advantages of debt financing, volatility, risk and financial distress in account EVA and EPS Economic value added (EVA) and market value added (MVA) are measures of company performance that are designed to encourage managers to focus on shareholder wealth creation. Eva is a trademark of Stern Steward Consulting Group, but is the application of the idea not new.

GE used the idea called "residual income" in 1955, which is operating income less a capital charge (Chew, 2001: 163) The formula of Eva is EVA = NOPAT - (C ' total capital) Nopat and total capital employed must be adjusted to more accurately reflect the cash return earned and the true capital base from which return was generated. C (cost of capital) represents the minimum rate of return that a company must earn to avoid reduction in capital charge. Firms with a positive EVA should also experience a growing MVA as MVA represents current market value less its book value Like all financial measure's EVA has its limitations. By implementing EVA firms must use it as a integrated tool with other financial an non-financial measures to commit top management as well as employees to value creation.

Further, EVA holds managers accountable for their investments wherever a company calculates its profit and loss (Woods. 1996) (see appendices for benefits and problems regarding EVA) According Ehrbar (1998) the first thing a company should do in pursuit of a higher MVA (Market Value Added) is to abandon the cult for EPS (earnings per share) Ehrbar claims that investors are beyond the point of caring just about the last quarterly earnings releases. The presumption that companies can manipulate their stock prices by manufacturing earnings numbers is hubris at best and leads to dishonesty. Those who manage for higher earnings per share are relying on what is known as the "accounting" model of stock valuation. Prophets of the EVA system argument as follow (Ehrbar. 1998) o EPS can be manipulated by accounting practices.

EPS does not provide a clear understanding of variables that drive value, such as operating margins, cost of capital and competitive advantage period. o The EVA methodology addresses business and financial risk and allow the investor to gauge the magnitude and sustainability of returns. EVA also examines the three fundamental principals of value creation: cash flow, risk and sustainability of returns. Corporate governance King Report on Corporate Governance The King Report on Corporate Governance for SA 2002 (second King report) emphasise that certain measure must be in place to ensure sound corporate governance and that such measure must be self regulatory. The report also emphasises that the most important part in the corporate system are shareholders represented by institutional managers who are stewards of the public, whose funds are invested. Some aspects of the report are: Triple bottom line Companies should over and above the traditional financial reporting also be reporting on their social, economic and environmental practices. Firms like Sasol and Eskom have already issued separate reports on non-financial issues.

The JSE is also working on a new index to be used as a benchmark for investors to measure a firm's performance on a corporate social responsibility level. The move is in line with recommendations in the King report. According to Mervyn King institutional investors want measurements that will enable them to draw their own conclusions about sustainability. He said that sustainability could be measured then non-financial aspects such as human resources, your technology today, e-commerce, the environment in which you " re operating are been assessed.

(Mervyn King interview, Africa News Service, 2002) Accounting policies of companies and financial reporting standards Mervyn King also stated that reporting, through accounting principals, as it's been known today really failed to communicate essential information to the various stakeholders. What's been develop is called "value accounting" where a company actually report on important matters like strategy, the organisation of the company, technology, environmental factors and measurements such as debt / equity ratios. Legislation is pending to give legal backing to accounting standards. This will enable the Financial Services Board to act against firms whose financial statements do not meet standards.

The JSE recently formed a panel to assess complaints about whether financial statements are in compliance with standards. The bourse is expected to require listed companies to use international accounting standards by 2005 instead of SA standards. A white paper was recently published proposing that public sector enterprises must also comply with the King code. The role of directors The king report is aimed at aligning the interests of directors with shareholders to ensure that care and skill is applied in doing their duties. The corporate governance code recommends that companies should disclose their director's remuneration and is it already a requirement for all listed companies. The aligning of remuneration should be more in line with corporate performance than the sensational reporting of it in the media.

The code also seeks to do away with the old boys' club of directorships". (Mab anga, Africa News Service, 2002) The code calls for establishment of a board charter, setting out minimum acceptable levels of attendance and delegation of powers, as well as issues like retirement age, if the board wishes. The code also demands a full disclosure of directors' attendance and a rigorous appraisal of the board, its chairperson, and the CEO and Company secretary with outside help where necessary. The code recommends that boards should include executive and non-executive directors, as in the past, but should also have independent non-executive directors. The independent directors should have no direct or indirect financial interest in the business, no association with the company's main suppliers or customers and should not have been employed by the company in the previous three years. (Africa News Service, 2002) The compliance of SA businesses The recommendations of the King report on corporate governance have been endorsed by the findings of a private survey of SA-listed companies.

Corporate Footprint conducted the survey; a research company established by Frater Asset Management, which had a 45% response to a questionnaire sent to 54 SA-listed firms. Findings of the research are summarised as follow... Many firms are taking steps to improve their corporate citizenship, but have a considerable way to go to improving disclosure and realising the gains be made by addressing investor concerns. The areas that scored lowest in the survey are those related to directorships, remuneration practices and related party transactions and broadly correspond with the revised focus of the report. A number of respondents expressed concern over the disclosure of information, and many only agreed to participate if the full rankings were not publicised. Several high-profile companies state they do not seek shareholder approval before implementing share option schemes for non-executive directors.

Most companies would not consider restraining director earnings in the face of company wide retrenchments. Most companies do, however, state that it is policy to limit director earnings when their bottom lines are under pressure. Just 10% of the respondents had policies limiting the number of external directorships taken on by executive board members, and none required its directors to write the exams offered by the Institute of Directors. The company with the top score overall including corporate governance practices, social responsibility and environmental management was SA Breweries with 86%, followed by Stannic and Old Mutual. The average score was 68% and the lowest 34%... Governance scored the highest among the respondents on average, with board and committee structures, stated compliance with codes, internal ethical practices and risk management receiving most attention.

Environmental management was accorded the least emphasis of the three main areas of corporate citizenship, with an average performance of slightly more than 30%, the survey showed there was a high degree of social awareness, with employment equity and empowerment issues a priority with most companies... All respondents were addressing the HIV / AIDS issue among employees by interventions like awareness programmes. (Marrs D, 2002) Market strategies A study been done by Nienaber, Cant and Strydom (2000) found that similar firms, faced with a similar situation and seemingly applying similar market strategies may achieve very different degrees of success. The study found that the market strategy applied by the firms in question complied with the principles of market strategy, to varying degrees. The firms that adhered to these principles to a greater degree appear to have been more successful than others. It appears that the less successful firms neglected the principle of 'sustainable competitive advantage'.

It was concluded that adherence to the principles of a sound market strategy could lead to improved performance. Although the study was been done on poultry firms some interesting finding was concluded o Change in management returned improved results o Restructure, move head office - improved earnings o Restructure, sell loss making subsidiaries - improved results Financial performances A study was done on the top 100 co-operatives in the USA by David Chesnick (1999) who found that financial performances declined because of lower agricultural product prices. South Africa is currently in the same position regarding product prices after declining exchange rates affecting grain and meat prices. The reasons for declining performances and solutions to gain competitiveness is presented shortly o Operating expenses increased more than gross margins (especially labour expenses) o Lower interest made debt financing more attractive and did debt levels increase. o Companies with diversified income was in some cases profitable owing to unconsolidated subsidiaries o Equity has climb, but is overshadowed by dept o Activity ratios points to decreasing efficiency in the use of assets to generate profits o Since traditional equity finance relies on net margins co-operatives are increasingly turning to outside capital to fund their operations o Without outside capital it will be difficult for agri companies to fund expansion o With no expansion it will be difficult to increase efficiencies in their operations and thus cut into future net margins o Co-operatives must balance their need for capital with the need for investment o Mergers, consolidations and joint ventures are other ways co-operatives is trying to streamline operations Evaluating changes over the last years Considerable progress was made in extending the group's footprint into new markets and territories. The name of the company was changed from OTK Holdings to AFGRI. The new name, and new corporate identity, reflects Afgri's ongoing transformation from a regional agricultural co-operative to a global, world-class agricultural services business.

Notwithstanding that lower agri-commodity prices, mainly as a result of the stronger rand, will have an adverse effect on certain areas of its business, the group's diversification, recent acquisitions and geographical expansion, together with further improved operational and procurement efficiencies should ensure that it achieves its financial targets for the year ahead. Several changes to the structure in Afgri were made since the new management took control. Balance sheet o Selling of interest bearing debtors to Landbank, but did they keep the management over the debtors book o Selling of hire-purchase book to Wes bank but did they keep management over the book o Agreement with ABSA and RMB to purchase stock and to store and market the stock o Cash obtained from selling debtors was used to pay a special dividend of R 2.45 Selling of non-profitable non-core business o OTK Food Division to Pride Milling o Egbert Eggs o OTK Red Meat Division o Un used properties Out contracting of internal services o Computer services to AST o Personnel administration to Logical Options o Internal audit to PWC Personnel o Attracting top qualified people o Bonuses based on EVA Shifting of head office from Be thal to Bryan ston Name change from OTK to Afgri (Goosen. D. 2003) In evaluating the changes in the capital structure of Afgri it is clear that the change from 0.24% debt to total capital to 1.81% debt to total capital has had a substantial effect on the return of shareholders funds. The capital structure is still totally under geared in comparison with a company like Tiger Brands with a debt / equity ratio of 50%.

The company wants to achieve a debt / equity ratio of 30%. In a discussion with the financial director, he points out that it must be kept in mind that the debt ratio (total debt / total assets) is 38%. In changing the capital structure the company do not want a total debt ratio above 60%. The following means will be used to change the capital structure over time. o Some short term debt will be financed over a longer term o New acquisitions will be financed with debt (Goosen, D. 2003) The change in cash reserves is very prominent, when observing the net interest paid from 1999 to 2003. The operating margin is relatively constant over the period under review, but show profitability in terms of shareholder funds an upward trend. Critical evaluation of performance measurements CA 133 The JSE Securities Exchange has approved substantial amendments to its listing rules that will require all companies listed on the exchange to comply with International Financial Reporting Standards (IFRS) for years commencing on or after 1 January 2005.

Previously, a company whose primary listing is on the JSE could elect to comply with either South African Statements of Generally Accepted Accounting Practices (SA GAAP) or IFRS. Under the amended JSE rules, a JSE GAAP Monitoring Panel will have the authority to sanction listed companies for non-compliance with either SA GAAP or IFRS The accounting standard with the most dramatic impact on Afgri is AC 133. This accounting standard deals with the methods on the valuation of financial instruments. The implication of AC 133 is the question of whether certain items must be included in the balance sheet or not.

(On or Off the Balance Statement) In the case of Afgri the previous year's profits has been over stated by R 111 million. (Goosen, D. 2003) The accounting standard rules that no adjustment can be done to previous profits and must they now adjust accumulated profit (equity). As disclosed in the announcement to shareholders dated 18 September 2003, Afgri restated its figures for the interim period to 31 August 2002 to reflect the changes made to account for the impact of AC 133 and AC 112 (dealing with the reclassification of foreign subsidiaries). EPS and EPS figures for this period were restated at 16, 2 c (previously reported: 37, 4 c) and net tangible asset value per share at 402, 7 c (previously reported: 424, 3 c). This restatement also took into account the impact of the losses incurred by the groups Trading Division during this period. (web 2003) The two factors that designate whether a company can release certain items from their balance sheet are risk and reward.

Afgri has sold their debtors book, but do they carry some of the risk concerning these debtors. In an attempt to solve this problem Afgri has agree on an administration and management contract with the Landbank to administrate the debtors for a fee of 13.5% (prime rate). Another solution would be the inclusion of the amount in the balance statement in relation to the risk or reward factor. EPS versus EVA In an question put to Jeff Wright (2003) (Deputy Managing Director Afgri) that the EPS measurement should be dumped, as this measurement is in conflict with EVA, he states that this is not the only measure in Afgri and that every person is been rewarded on the EVA system.

According several news clips Agri's Graham Ebedes and Jeff Wright are firm believers in the principle of EVA and sustainable wealth creation for shareholders. One of the first things on Ebedes and Wright's agenda when they joined the company was to strip out under performing businesses OTK's maize milling, red meat and egg businesses were sold. The business model was changed and the debtor's book was sold to the Land Bank. An R 2.45 c special dividend was repaid to shareholders in 2001. (Ryan, E. 2003) In contrast with EVA, Afgri also sets an EPS. objective of delivering a 15 to 20% growth in earnings per share. In an article by Ciaran Ryan (2003) the consequences of an EPS methodology are exposed.

EPS remains the performance measure most readily accepted by analysts, notwithstanding its capacity to obscure true operating performance. "Many are now challenging the primacy of the earnings approach. "Not only do EPS distort reality, but the calculation is also easily manipulated by senior executives whose bonuses may be tied to earnings improvement", say Joel Stern and John Shield in their book The EVA Challenge. After the collapse of Enron, WorldCom and other Wall Street icons, the accounting profession is in the dock. Shareholders want the true picture of financial performance, not artistic renditions". In the same article (Ryan, C. 2003) the benefits of the EVA model is given and do it also mention Afgri's efforts to apply EVA o One of the most commonly cited examples of excellent working-capital management is Pick 'n Pay, which for the year to February 2003 generated sales of R 26 bn, with stock of about R 1, 5 bn.

This means it turns its stock over 17, 4 times / year. o There is a surprisingly strong correlation between EVA creation and share-price performance. Companies that fail to earn above this weighted average cost of capital destroy value for shareholders. EVA imposes tight disciplines on business operators by forcing them to fix or exit those businesses that destroy value. o Afgri employed the EVA methodology. The group had transformed from an agricultural co-operative to an agricultural-services firm.

New management found considerable waste o Afgri's results over three years show debtors have dropped to R 900 m in the year to February 2003 from R 1, 7 bn in 2001, while net cash has grown to R 246 m from R 23 m two years ago It is important to bear in mind that EVA, like all financial measures, has its limitations. On its own, it is not a complete performance measure and will not prevent managers from engaging in dysfunctional behaviour. However, steps can be taken to minimise these shortcomings by supplementing EVA with other measures, typically non-financial, and by tying incentive pay to group performance. In addition, companies considering implementing EVA must also realise that it is not a cheap, short-term initiative, but one that requires total commitment from top management and a willingness on their part to empower lower level managers and employees. (Woods.

1996) Corporate governance Brait has identified OTK (Afgri) as a proposition and did they target the company through a hostile take over. The two institutions' Brait and Allan Grey's intervention in September 2000 resulted in a board reshuffle to include their own representatives, and the appointment of a new MD and deputy MD. It is seldom SA investor companies reshuffle boardrooms, unlike the US model where investors play a greater role in appointing the company executives. The new constitution of the company has lead to restructuring and was followed by a special dividend (R 4.80) share price after the debtor book was sold to Landbank. The current board is representative of Afgri's institutional shareholders and include Francois van der Merwe of Allen Gray and till lately Mervyn King of Brait who is also known for the King report on Corporate Governance. On questioning Graham Ebedes (2003) the MD of Afgri on the independence of board members, he denied the existence of pressure from institutional shareholders, but admit that board members could not be totally independent and did he include farmers who is still part of Afgri's board.

The largest shareholder, Allen Gray is a value investor with no intention to invest in companies with short-term results. Ebedes also states that an open line of communication exist between the board and main investors in the company. Afgri is one of the 12 finalists in the Board Effectiveness category of the Deloitte & Touch'e Corporate Governance Awards. Added to that, Allan Gray's Simon Marais recommends that investors put their money into the stock, which he believes will provide "safe, stable income, a high income yield, and clean accounts, good cash flow". The "new look" Afgri emerged from what the chairman of Afgri, Piet man Erasmus terms as a hostile takeover by Brait. He said that immediately after the takeover, there was some negative sentiment towards the Brait directors who joined the board, but they realised that they (Brait) are very good businessmen and that they are not going to break down the company by stripping the assets".

Looking back, Erasmus adds that "shareholders have reason to be very satisfied with what happened in OTK". (Kemp. S. 2002) Positive aspects in Corporate Governance o The board supported transformation of the company as it recognised the value of the customers and shareholders. Four "farmer directors" on the board shows the commitment to the client base and minority shareholding o Of those on the board, three are executives and ten are non-executives, falling in line with King II's recommendations for a larger portion of non-executive directors. o Till lately one of the group's board members was chairman of the South African Corporate Governance committee, Mervyn King. o Normal board meetings are held once a quarter, and special board meetings are held when necessary - usually "up to about six in a year", Interaction with other members of the board is regular, (Kemp. S 2003) o Disclosure is on a high standard.

The annual report, over and above the traditional financial reporting also reports on their social, economic and environmental practices. The accounting standard, AC 133 is also incorporated into the system to reflect a more accurate view on the companies position Negative aspects in Corporate Governance o The main shareholding represent institutional shareholders. Substantial danger could arise when a majority shareholder strips a company from assets like cash reserves to maximise earnings on a short term. o Minority shareholding combined with other shareholding can put similar thinking parties in control to change the composition of the board and direction of the company's strategy to comply with their own needs. o The composition of the board and management is not representative in terms of the employment equity act and could this aspect lead to future costs Solutions for sustainable wealth creation New strategies Jim Budzynski (2000) makes the assumption that value has shifts in food and agriculture. He set three questions to achieve profitability in the ongoing revolution of business in the new world 1. Who is the real customer? Part of the challenge the agri-food industry is facing is that the lines between these formerly distinct entities are rapidly disintegrating.

In the value chain of Afgri consumers at both ends of the value chain will determine the survival of the company. This means that they must value their consumers on the production side as well as on the end user side and balance the needs of both. Afgri has declared their core business to be in agriculture (Wright. 2003). The role of this declaration is however blurring as value adding activities reach beyond pure agriculture and includes services like credit granting to attract customers. With fears competition from other companies like input providers and commercial banks, customers are not set and will they either be customers on grounds of cost or differentiation advantage.

2. What are consumers' needs and how are they changing? Consumers' preferences will dictate what the industry can accomplish. This reasoning is clearly visible in the GMO debate as consumers dictate the market. A good example from the GMO debate is Monsanto who has put millions into genetic manipulated products, without the knowledge of consumer preferences. Afgri has achieved competitive advantage over financial institutions in their financial services division regarding customer relationship, but will they lose it with centralisation like they do now.

3. How can I create sustainable value when meeting customer needs? Technology (Product) Leadership (TL- Innovation) Customer Intimacy (CI -- Service) Operational Excellence (OE -- Value) It might be expected that companies in commodity segments such as grain handling and fertilizer tended to focus on OE (operational excellence) as the driving value discipline. Retailers tended to focus on CI (customer intimacy); and basic chemical, seed or equipment companies tended to focus on TL (technology leadership).

Afgri is involved in a differentiated spectrum of activities and need to excel at all three value disciplines in order to prosper, which is far more difficult than excelling at only one. It's apparent that a fourth value discipline is emerging that in some ways was making the first three less and less relevant. THE FOURTH VALUE DISCIPLINE The fourth value discipline increasingly critical to success is business design. Business design involves the ability to rapidly configure (and reconfigure) combinations of the other value disciplines in response to the rapidly changing needs of defined customers. This has turned the traditional value chain upside down, as companies start first with customers and then build channels, offerings, and competencies to meet those targeted customer needs. In a question put to Jeff Wright deputy managing director of Afgri (2003) he foreseen a flatter business design enabling down stream value adding.

Yuill and Makin (2001) said that to sustain success in a hyper competitive environment, companies must be willing to take risks. They claimed that businesses must reject previous business models that focused on issues such as culture, human resources, structure, objectives and strategy and also concepts such as strategic fit and strategic planning, which focus on sustaining advantages and slowing down the escalation of competition - and focusing on the following areas that provide a vision for creating the next market disruption: o Stakeholder satisfaction: Afgri shares their customers with several competitors like other agri-food companies and also financial institutions and must they generate "new processes, methods and products" for serving the customer. o Strategic soothsaying: Afgri must constantly seek new knowledge in order to predict what customers will want in the future. o Speed: Taking advantage of opportunities and to respond to counterattacks by competitors. (Competitors include other agri-food companies and financial institutions) o Surprise: Building position and markets before the opposition can counter back. Afgri is involved in geographical diversification to introduce current strengths into new markets. o Signals: Announcements of strategic intent to dominate a market, and which can be used to manipulate the future moves of competitors. o Shifting the rules: which can create tremendous disruption for competitors. o Simultaneous or sequential strategic thrusts: Using several moves to mislead or confuse a competitor.

Such moves could include a series of simultaneous product announcements or geographic market entries conducted in concert. Sustainable wealth creation in corporate governance Two major statements about wealth creation were published in October 2001 in the UK; this paper uses the document of Hermes Pensions Management (Hermes) in an effort to propose solutions for Afgri. Some of these principals will be used as described by Herbert Smith (Mondaq Business Briefing. 2002) Principle 1 - Communication "Companies should seek an honest, open and ongoing dialogue with shareholders. They should clearly communicate the plans they are pursuing and the likely financial and wider consequences of those plans. Ideally goals, plans and progress should be discussed in the annual report and accounts".

The King report and the JSE has proposals on including non-financial items in company's statements. It seems Afgri has done fairly well regarding this aspect and do their annual report include most of the necessary compliments. The CEO, Graham Ebedes are driving communication with stakeholders. Principle 2 - Measuring returns "Companies should have appropriate measures and systems in place to ensure that they know which activities and competencies contribute most to maximising shareholder value".

The worldwide trend to focus more on long-term wealth is also been introduced in SA. Long-term shareholder value is to measure performance in terms of cash flow returns. It emphasises the importance of the Weighted Average Cost of Capital (WACC) to corporate decision-making. GAAP would probably transform as contentious areas of accounting is likely to receive a large amount of publicity in the future and also to be in line with the International Accounting Standards Board (IASB). Evidence that Afgri wants to comply with accounting practices like AC 133 is visible, but do they have to do more in targeting cash flow returns looking beyond the fact whether certain items are shown on their financial statements or not.

Afgri has gone far in restructuring their capital base and are results clearly visible. Principle 3 - Returns and growth "Companies should ensure that all investment plans have been honestly and critically tested in terms of their ability to deliver long-term shareholder value". A definite problem of some South African companies are the attention given to short-term performance measures that may distract company managers from the goal of creating long-term shareholder value. They should understand that much of the questioning they receive from brokers and fund managers is to help them make decisions about short-term buying and selling of the company's shares; they should not let it influence the basis on which the company is run. A very good example of this issue is a measure like EPS conducted on a quarterly basis versus a measure like EVA conducted over a few years. The use of the EPS measure in Afgri is unnecessary, but must Afgri also take into account the shortcomings of a measure like EVA.

This is especially true in an environment like agriculture where seasonal disruption can influence the outcome of EVA. The use of measurements must be included in a balancing score cart Principle 4 - Growth and risk "Companies should allocate capital for investment by seeking fully and creatively to exploit opportunities for growth within their core businesses rather than seeking unrelated diversification. This is particularly true when considering acquisitive growth". This statement of Hermes could be controversial as it's debatable whether a strategy of core business or core competencies should be followed. Risk assessment should be done when a company diversify in contrast with balancing risk by diversification. Afgri's strategy is to diversify geographical in contrast with diversification in product groups (Wright.

2003). The rationale is to do business in profitable divisions with wider markets to eliminate risk in terms of local agricultural instability. The strategy concerning hedging involves acquisitions in countries with a long-term currency strong ness in comparison with the rand. The rand is currently relatively strong against other currencies and would a short-term no-hedging policy be in order. Principle 5 - Incentivising long-term performance "Companies should have performance evaluation and incentive systems designed cost-effectively to incentives managers to deliver long-term shareholder value". The code on corporate governance states that it is more important how senior executives are compensated than how much.

It is justifiable to compensate managers on the value that has been created. A measurement like EVA currently in work at Afgri would be suited for this purpose. Given the large amount of South African companies who pay their executives on an EVA system, it is likely that such measurements will gain increasing importance. Principle 6 - Lowering the cost of capital "Companies should have an efficient capital structure which will minimise the long-term cost of capital".

Companies with large cash balances or under geared balance sheets may not be suited to maximise shareholder value. On the contrary, there are companies that has been over geared. There was no definite impression found that the board discuss targeted capital structure in an attempt to reach maximum shareholder wealth. The current capital structure gives Afgri fantastic financial flexibility, with the potential to expand in favour of shareholders.

Capital structure adjustments must be constantly reviewed to put Afgri in line with the industry. Principle 7 - Strategic expectations - Business unit strategy "Companies should have and continue to develop coherent strategies for each business unit. These should ideally be expressed in terms of market prospects and of the competitive advantage the business has in exploiting these prospects. The company should understand the factors which drive market growth, and the particular strengths which underpin its competitive position". Investors must be able to understand the company's business strategy, as well as look at its balance sheet, in order to judge whether it will be able to deliver long-term shareholder value. Management must therefore be able to describe a coherent strategy for each of the businesses they are in.

Principle 8 - Strategic expectations - Corporate strategy "Companies should be able to explain why they are the "best parent" of the businesses they run. Where they are not best parent they should be developing plans to resolve the issue". If the company cannot justify its continuing ownership of a particular business unit in terms of its contribution to long-term shareholder value, it should be making plans to divest it. An example of restructuring business units could be seen at Afgri with a policy of "if it can't turn around, sell it.

Bibliography

Africa News Service. 2002.
Mervyn King: Chairman, King Commission. March 27. p 1008086 u 7606 Africa News Service. 2002.
The King II Report Threatens Directors' Old Boys' Clubs. July 5.1008186 u 5747. Africa News Service. 2002.
Proposals in King Report Will Not Become Law. April 25. p 1008115 u 9289 Budzynski, J. 2000.
WHAT HAPPENED TO PROFITS? Agri Marketing, Nov 2000 vs.
38 i 10 p 20. Chesnick, D. 1999.
Financial performance declines for largest ag cooperatives in '99, Rural Cooperatives, Jan / Feb 2001, Vol.
68 Issue 1, p 20 Chew D.H. 2001 Corporate finance: where theory meets practice.
New York: McGraw-Hill Ebedes, G. 2002.
Discussion Forums - Have your say about (web 120569, 00 html) Ebedes, G.
2003.
MD, Afgri. Personal interview. 17 September. Delmas. Ehrbar A.L. 1998.
Eva The real key to creating wealth. Canada: John Wiley & Son, Inc Goosen, D. 2003.
Financial Director, Afgri. Telephone interview. 12 September. Graham. J, Harvey. C. 2003.
Study Reveals How Companies Decide on Capital Kemp. S. 2002.
Money web. web Structure Mix. Financial Analysis, Planning & Reporting, Feb 2003, Vol.
3 Issue 2, p 1, 4 p; (AN 9073787) Mankin. E, Chakrabarti. P. 2002.
Valuing adaptability: Markers for Managing Financial Volatility. Perspective on Business Innovation. Issue 9: The Adaptive Imperative. Marrs D. 2002.
Survey Backs Up Findings of King Report On Firms' Governance in SA Africa News Service. News Provided by Comtex. Apr 25. pNA OTKaner 2003.
Afgri beh aal verdienstegroei van 25% (vol 47-3, May / June 2003) OTK.
2003.
Afgri has revised its forecast earnings per share web 18 September 2003 Ryan, C.
EPS CAN OBSCURE TRUE OPERATING PERFORMANCE. web Ryan, E. 2003.
Sustainable wealth creation for shareholders. web Smith, H. 2002.
Institutional Shareholder Activism: A Sea Change? , Mondaq Business Briefing, Nov 29, 2002 pNA.
Willemse, J. 2002.
Is agribesighede op 'n nude pad? Landbouweekblad 6 August 2002, pNa Williamson, M & Francis, S.
2001 The importance of optimal capital structure Euromoney, Nov 2001 pS 2 (2).
Woods N.A. 1996 Economic value added (EVA): Uses, benefits and limitations - a South African perspective Southern African Business Review 4 (1): 46-53 Wright, J.
MD, Afgri. Personal interview. 17 September. Delmas Yuill. M, Makin. V. 2001.
From Bricks and Mortar to the Virtual: A critical review on how the New Sciences offer solutions to problems of discontinuity in the New Economy. Article submitted to Management Dynamics Business Management Stellenbosch University July 2001.