FCL`s 2009 Annual Report - Co-op
Transcription
FCL`s 2009 Annual Report - Co-op
Profile of… Federated Co-operatives Limited 2009 Home Office: Box 1050, Saskatoon, Saskatchewan, S7K 3M9 www.coopconnection.ca Annual Report Regional Offices: Report to the 81st Annual Meeting of Distribution Centres: Federated Co-operatives Limited Edmonton - Calgary - Saskatoon - Winnipeg March 1 - 2, 2010 Feed Production Plants: TCU Place, Saskatoon, Saskatchewan Edmonton - Calgary - Moosomin - Melfort Saskatoon - Brandon Federated Co-operatives Limited (FCL) provides Forest Products Plants: central wholesaling, manufacturing and administrative services to its owners... 264 locally-owned retail co-operatives which operate in more than 500 communities across western Canada. FCL’s member Edmonton - Calgary - Regina - Saskatoon - Winnipeg Canoe, British Columbia Petroleum Refinery/Heavy Oil Upgrader: Regina, Saskatchewan Wholly-Owned Subsidiaries: retail co-operatives are owned by more than Consumers’ Co-operative Refineries Limited, Regina The Grocery People Ltd., Edmonton 1,300,000 active co-op members.Together, Associated with: FCL and its member retail co-operatives are known Interprovincial Cooperative Limited as the Co-operative Retailing System (CRS). FCL oper- Trade-marks: ates in accordance with its Mission and Objectives, CO-OP and the CO-OP logo are registered trademarks of TMC Distributing Ltd., used under licence. the Statement on the Co-operative Identity, and the Code of Ethical Stan- SUPER A FOODS, BIGWAY FOODS and TAGS are trade-marks of The Grocery People Ltd. dards for Co-operatives, which are all included within this annual report. table of contents Board of Directors’ Report ................................................. 1 Consumers’ Co-operative Refineries Limited .......... 30 Mission & Objectives ........................................................... 6 Environmental & Technical Services Division .......... 32 Auditors’ Report & Financial Statements ..................... 7 Human Resources Division ............................................ 33 Retail Division ..................................................................... 19 Statement on the Co-operative Identity ................... 35 Consumer Products & Logistics Division .................. 21 Code of Ethical Standards for Co-operatives .......... 36 Agro Products Division .................................................... 25 Honorary Presidents .......................... Inside Back Cover Forest Products Division ................................................. 28 C o m m u n i t y F o c u s e d • Va l u e D r i v e n B o a r d of di r e ctors ’ r e p ort 2009 was a turbulent year. World-wide economic turmoil and uncertainty resulted in a number of challenges and opportunities.The theme of the 81st annual meeting of Federated Co-operatives Limited (FCL),“Community Focused – Value Driven”, speaks to the way co-operatives have always operated. Our history shows what can be accomplished, in good times or bad times, when we follow our co-operative values.These values are the anchors that will continue to provide the strength required to meet the challenges of the present and future. PATRONAGE REFUNDS The sum of $346.7 million was allocated to members as patronage refunds on their 2009 purchases from FCL. The 2009 patronage refund rates, with comparisons to 2008, were: Commodity 2009 2008 Crop Supplies 5.624% 6.411% Feed 1.229% 0.612% Grocery 5.202% 5.301% Meat 3.510% 3.483% General Merchandise 4.302% 4.307% Petroleum – Fuels 6.523¢/L 12.384¢/L – Propane 9.951¢/L 8.541¢/L – Oil & Grease 13.773% – Tires 6.738% identify potential risks and opportunities, review the long-term financial projection, and establish the corporate priorities. The direction determined by board and senior management guides FCL’s operating divisions in the development of business plans and annual goals. Goals are categorized to be either corporate (impact the co-operative as a whole) or divisional (regular, ongoing activities).Twice a year the board receives a report on the progress of the corporate goals. All goals are expressed as action plans in the individual division budgets.The overall budget, considered by the board each December, translates these plans into a predicted flow of revenue, expenses and savings for the coming year. FCL’s year-long planning process is continually being refined in order to ensure there is a shared vision of the direction for the coming year and commitment to a common purpose among FCL’s board of directors and employees. The current and foreseeable future economic conditions are significant in planning business activities.The continued success and improvement of retail co-operative operations is FCL’s top corporate priority for 2010. BOARD OF DIRECTORS 15.025% 6.526% In 2009, the board authorized the redemption in cash of members’ shares totalling $278.1 million. PLANNING FCL’s board of directors and senior management begin the annual planning cycle with a joint meeting in January.The purpose of this strategic meeting is to review the corporate mission and objectives, understand and review the business services that FCL provides to the Co-operative Retailing System (CRS), The board met nine times in 2009. In addition to their regular and in-camera meetings, board members increased their knowledge of FCL and its operations by conducting nine division reviews.These reviews provide an opportunity for discussion between the board and other management employees within FCL. The directors within each of the five regions also met with their region manager, various region management employees and the Executive Management Committee representative four times last year.The board’s six standing committees (identified on page 4) met throughout the year. 1 2 B o a r d of di r e ctors ’ r e p ort 1A - Keith Corbould 1B - Judy Clavier 2 - Alice Marler 3 - Don Fluney 4 - Doug Potentier Region Chair 5 - Johanna Bates 6 - Russell Wolf Region Chair 7A - Donna Bourgoin 7B - Marilyn McKee 8 - Dusty MacDonald Region Chair 9 - Herb Carlson 10 - Don Russell 11A - Sandy Richards Region Chair 13A - John Sandborn 13B - Richard Lemoing 11B - Beryl Bauer 12 - Ed Dufault Vice-Chair of the Board 14 - Barry Gosnell 15 - Glen Tully Region Chair President of the Board 3 C o m m u n i t y F o c u s e d • Va l u e D r i v e n The board also began work on a project to build a board competency framework and new board evaluation process.The services of an external consultant were retained in order to assist with the process.The board identified and defined the key functional areas of a board of directors of a co-operative, and determined what skills, knowledge and attributes are needed to effectively carry out these functions.The board shared its discussions with participants at the 2009 fall conferences. Further work will be done on this project in 2010. On October 9, 2009, CEO Art Postle announced his retirement from FCL effective April 30, 2010.The board immediately began the recruitment process for his successor. Throughout the year, board members also visited retail co-operatives and participated in membership meetings (such as fall conferences, June district meetings and the annual meeting).This year’s July board tour took place in British Columbia where board members had the opportunity to visit a number of retail co-operatives in district 4. At the annual meeting, board members and delegates bid farewell to retiring director Wilf Marcotte, who served 6 years as the director of district 8. At the same meeting, Dusty MacDonald was elected director of district 8. In June, Johanna Bates replaced Randy Kott, who served one year as the director for district 5. At the 80th annual meeting, delegates approved the resolution amending the term of office for the directors in districts 1A and 11B to be a one year term in order to facilitate the transition from 19 to 15 districts.The directors in 7B, 11A and 13B earlier agreed to relinquish the final year of their terms in order to match the term expiry dates in the corresponding numbered district. At the 81st annual meeting, director elections will be held in the four combined districts, resulting in a 15 member board. District Director Meeting Term Days Expires 1A Keith Corbould, Bella Coola, BC 18 2010 1B Judy Clavier, Sunset Prairie, BC 21 2010 2 Alice Marler, Camrose, AB 17 2011 3 Don Fluney, Dewberry, AB 20 2012 4 Doug Potentier, Victoria, BC 21 2011 5 Johanna Bates, Calgary, AB 6 Russell Wolf, Markerville, AB 18 2010 7A Donna Bourgoin, Swift Current, SK 21 2010 7B Marilyn McKee, Mossbank, SK 21 2010 8 Dusty MacDonald, Carlyle, SK 14** 2012 9 Herb Carlson, Buchanan, SK 20½ 2011 10 Don Russell, Rosetown, SK 21 2012 11A Sandy Richards, Unity, SK 21 2010 11B Beryl Bauer, Lake Lenore, SK 21 2010 12 9* 2011 Ed Dufault, Naicam, SK 21 2010 13A John Sandborn, Benito, MB 17 2010 13B Richard Lemoing, Minnedosa, MB 19 2010 14 Barry Gosnell, Carman, MB 21 2012 15 Glen Tully, Saskatoon, SK 21 2010 * Appointed at the June board meeting. ** Elected at the 80th annual meeting. 4 B o a r d of di r e ctors ’ r e p ort Board Committees Executive & Governance Committee – Acts for the board, as may be required, between scheduled board meetings. Oversees the processes and structures used to manage the business of the Co-operative’s operations and activities, and any other governance related issues. Board Representative to Central Learning & Development Committee R. Wolf Board Representatives on Region Learning & Development Committees Audit Committee – Ensures that the operations and financial position of the Co-operative are appropriately audited. Edmonton Calgary Regina Saskatoon Winnipeg K. Corbould (chair), J. Clavier, D. Bourgoin, E. Dufault, J. Sandborn FCL MEMBERSHIP CHANGES G.Tully (chair), B. Bauer, A. Marler, D. Potentier, M. McKee, D. Russell, B. Gosnell Compensation Committee – The broad responsibility of studying any and all compensation matters for the Co-operative and its subsidiaries, submitted to it by the board of directors or by the chief executive officer, and for making recommendations with respect to such matters to the board of directors as may be appropriate. D. Russell (chair), D. Potentier, B. Bauer, B. Gosnell P. Zakreski (staff representative) Environmental Committee – Reviews the environmental practices of the Co-operative, and ensures that policies and procedures are in place. H. Carlson (chair), D. Fluney, M. McKee, E. Dufault E. Lawrenz, S. Stener (staff representatives) Learning and Development Committee – Provides leadership in analyzing learning and development needs of the FCL board of directors and delegates. Recommends policies and programs that will develop the leadership potential of elected officials in the Co-operative Retailing System. R. Wolf (chair), J. Bates, D. MacDonald, S. Richards P. Zakreski (staff representative) Member Relations Committee – Reviews events and activities that involve the FCL membership. Considers issues related to the profile of the Co-operative Retailing System in the broader community. Reviews requests for grants and donations on behalf of the board of directors. J. Clavier (chair), D. MacDonald, S. Richards, R. Lemoing S. Banda (staff representative) President of the Board G.Tully serves as an ex-officio member of all committees. J. Clavier, D. Fluney D. Potentier, J. Bates D. Bourgoin E. Dufault B. Gosnell At October 31, 2009, the members of FCL were made up of 264 member retail co-operatives, 2 affiliate members and 17 associate members. Four changes occurred during the year. Kenaston and Riverbend Co-ops amalgamated to form Riverbend Co-op. Homewood and Pembina Co-ops amalgamated to form Pembina Co-op. Lipton and Prairie Co-ops amalgamated to form Prairie Co-op. Consumers and Otter Co-ops amalgamated to form Otter Co-op. MEMBER AND PUBLIC RELATIONS Democratic Process Member communication and participation are extremely important for good governance.The FCL board of directors strives to ensure that the democratic process,member relations and communications programs maintain an effective link with member retail co-operatives and their members. Forums such as the annual meeting,June meetings and fall conferences are ideal for reviewing activities,discussing opportunities and solutions,and putting ideas forward. Throughout the year,board members utilized these meetings as opportunities to engage the democratic body in a number of different discussions on topics such as delegate entitlement, purchase thresholds for payment of annual meeting expenses, voting at fall conferences,delegate training and director competencies. Resolutions are a part of the democratic decision making process and a means of communication between retail co-operatives and FCL.Resolutions intended for debate at annual meetings are first considered by fall conferences.Approved resolutions are then reviewed by the Resolutions Committee during its January meeting and sent to retail co-ops and their delegates in late January. Community Focused • Value Driven This ensures that retail co-operative boards of directors have the opportunity to discuss the resolutions and give guidance to their delegates prior to the consideration of motions at the annual meeting.A report on approved resolutions is provided at fall conferences and a final report is prepared for the next year’s annual meeting. In addition to these formal opportunities,our System utilizes a number of other communication vehicles.The President’s Newsletter is issued to directors of member retail co-operatives and contains information on FCL operations and board activities,as well as highlights from various retail co-operative operations and activities.This annual report offers a comprehensive review of the results of the past year.FCL’s new website,launched in the fall of 2009,is also a source for information.Extensive work over the past year has gone into the design and development of the website.The goal is to continually enhance the communication services available within the Co-operative Retailing System and to make tools available to improve business processes. Co-operative Education FCL has always been involved in the development of youth leaders.Examples of this involvement are the youth camp programs which FCL sponsors through provincial co-operative associations every summer and donations made to provincial 4-H associations in the four western provinces.FCL also contributes time and sponsorship funds to the annual Canadian Western Agribition,which helps to educate school children about the role of agriculture and co-operative business in the economy. At the post-secondary level,FCL assists in the advancement of co-operative theory and practice through financial contributions to the Centre for the Study of Co-operatives at the University of Saskatchewan and the British Columbia Institute for Co-operative Studies at the University of Victoria. Through board representation,FCL also supports the activities of the Co-operative Chair in Agricultural Marketing and Business at the University of Alberta and the Agribusiness Chair in Co-operatives and Group Marketing at the University of Manitoba. In addition,FCL regions host,in alternate years and where numbers warrant,a New Directors’Orientation Program where newly elected directors gather to learn more about their role and responsibilities,region services,FCL,and the history of the CRS. The Saskatoon Region hosted this orientation program in 2009. 5 THE CO-OPERATIVE SECTOR Throughout the year,members of the board represented the CRS at gatherings of other co-operatives.By attending these meetings,directors gain a broader understanding of the co-operative sector and the issues being confronted.The board also participated in representation to governments in order to advance the positions of the co-op sector either directly or indirectly through co-operative associations. FCL participates in the larger co-operative sector through its membership in the Ottawa-based Canadian Co-operative Association (CCA) and through CCA’s membership in the International Co-operative Alliance.CCA represents the interests of co-operatives at home and abroad on matters of economic and social policy,and international development. Vice-Chair of the Board Beryl Bauer represents FCL on CCA’s board of directors.Board members also represent FCL on provincial co-operative associations in the four western provinces. The provincial bodies co-ordinate youth programs,educational activities and provincial government relations. During CCA’s National Congress,held in Ottawa,Ontario last June,FCL President Glen Tully was honoured with a “Canadian Co-operative Achievement Award”in recognition of his willingness to serve,strong work ethic,dedication to high ideals and outstanding leadership skills to the national and international Co-operative Movement. Merit/Distinguished Co-operator Awards During the year, individuals and organizations were recognized for their contributions to co-operatives. Congratulations to those honoured: Alberta: Terry Semeniuk (posthumous), Calgary Central Alberta Rural Electrification Association, Innisfail Sundance Housing Co-operative, Edmonton Saskatchewan: Karl Baumgardner, Saskatoon Manitoba: Sandy Francis, Winnipeg Allen Merritt, Portage la Prairie Harold Stitt, Erickson Mel Willis, Winnipeg 6 Mission and objectives “THE MISSION of Federated Co-operatives Limited is to improve the economic position of its member-owners within a responsible democratic structure.” THE OBJECTIVES of Federated Co-operatives Limited are: (a) TO co-ordinate the procurement, processing, (g) TO play an active role in the establishment of manufacturing and distribution of goods and services for the Co-operative Retailing System. facilities for the manufacturing and marketing of products. (b) TO provide positive, responsible, and effective (h) TO initiate and maintain effective human leadership. resource programs. (c) TO apply prudent fiscal management policies and (i) TO promote and provide co-operative learning practices designed to generate adequate levels of earnings, members’ equity and other appropriate financial strengths. and educational opportunities. (j) TO explore, consider and participate in appropriate business opportunities which offer benefits to the Co-operative Retailing System. (d) TO conduct activities in a safe, socially and environmentally responsible manner, ensuring compliance with the law. (k) TO increase member and public awareness of Federated Co-operatives Limited and the Co-operative Retailing System. (e) TO supply merchandise to retail co-operatives that is competitive considering price, quality, terms of payment, guarantee and other distinctive services or advantages. (f) TO assist retail co-operatives in the achievement NOTE: No ranking of objectives according to priority or importance is implied by the order in which they are listed. Each objective is important. of growth in an economically viable manner. Art Postle Randy Boyer Scott Banda Chief Executive Officer Vice-President Treasurer Vice-President Corporate & Legal Affairs Auditors’ report To the Members of Federated Co-operatives Limited We have audited the consolidated balance sheet of Federated Co-operatives Limited as at October 31, 2009 and the consolidated statements of savings and retained savings and cash flows for the year then ended.These financial statements are the responsibility of the Co-operative’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards.Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Co-operative as at October 31, 2009 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles. Saskatoon, Saskatchewan December 9, 2009 Chartered Accountants 7 8 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Consolidated Statement of Savings and Retained Savings 2009 2008 Sales ........................................................................................................ $ 6,539,995,000 Cost of products sold .................................................................. 5,757,561,000 $ 8,400,368,000 782,434,000 1,020,895,000 Operating and administration .............................................................. 260,727,000 228,195,000 Interest revenue .................................................................................. (16,709,000) (30,182,000) Income taxes - current (Note 6) ............................................................ 68,530,000 106,694,000 Income taxes - future (Note 6) .............................................................. (7,797,000) 7,379,473,000 Expenses (1,344,000) 304,751,000 303,363,000 477,683,000 717,532,000 Other income .................................................................................... 13,891,000 38,011,000 Net savings before patronage allocation ........................ 491,574,000 755,543,000 Patronage allocation .................................................................... (341,419,000) (523,506,000) Net savings after patronage allocation ............................ 150,155,000 Retained savings, beginning of year .................................. 1,464,903,000 Change in accounting policy (Note 3) .................................... (1,066,000) Retained savings, end of year ................................................ $ 1,613,992,000 232,037,000 1,232,866,000 $ 1,464,903,000 9 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Consolidated Statement of Cash Flows 2009 2008 Operating activities Net savings before patronage allocation .................................................. $ 491,574,000 $ 755,543,000 Adjustments for: Depreciation and depletion ...................................................................... 124,216,000 119,605,000 Gain on disposal of property, plant and equipment.......................... (2,758,000) (3,345,000) Future income taxes ...................................................................................... (7,797,000) (1,344,000) Accounts receivable ...................................................................................... 112,026,000 (161,036,000) Inventories ........................................................................................................ 13,180,000 (14,650,000) Other current assets ...................................................................................... 221,000 1,075,000 Changes in non-cash operating working capital: (96,727,000) 131,064,000 633,935,000 826,912,000 Investments and advances.......................................................................... (13,348,000) (13,858,000) Additions to property, plant and equipment ...................................... (397,216,000) (160,393,000) Accounts payable .......................................................................................... Cash provided by operating activities ........................................................ Investing activities Purchase of NewGrade Energy Inc. .......................................................... - Proceeds from sale of property, plant and equipment .................... 8,035,000 (325,000,000) 9,716,000 (402,529,000) (489,535,000) Redemption of share capital ...................................................................... (273,891,000) (422,450,000) Cash used in financing activities .................................................................. (273,891,000) (422,450,000) Net decrease in cash and cash equivalents .............................. (42,485,000) Cash and cash equivalents, beginning of year .............. 1,096,960,000 Cash and cash equivalents, end of year ................................ $ 1,054,475,000 (85,073,000) Cash used in investing activities.................................................................... Financing activities 1,182,033,000 $ 1,096,960,000 10 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Consolidated Balance Sheet 2009 2008 Current assets Cash and cash equivalents (Note 2) .............................................................. $ 1,054,475,000 216,479,000 341,207,000 187,048,000 522,857,000 1,997,000 68,000 54,232,000 2,378,363,000 $ 1,096,960,000 205,024,000 375,378,000 264,903,000 537,284,000 2,286,000 96,621,000 2,578,456,000 Investments and advances (Note 7) ................................................ Future income taxes (Note 6) ................................................................ Property, plant and equipment, at cost, 94,917,000 20,658,000 81,569,000 32,117,000 less accumulated depreciation (Note 2) ...................................................... 1,290,651,000 $ 3,784,589,000 1,022,747,000 $ 3,714,889,000 Members' funds on deposit (Note 2) ............................................................ Members' accounts receivable........................................................................ Non-members' accounts receivable.............................................................. Inventories (Note 2) ............................................................................................ Prepaid expenses ................................................................................................ Income taxes receivable .................................................................................... Future income taxes (Note 6) .......................................................................... Current liabilities Accounts payable ................................................................................................ $ Share capital redemption.................................................................................. Members' funds.................................................................................................... Income taxes payable ........................................................................................ Future income taxes (Note 6) .......................................................................... Future income taxes (Note 6) ................................................................ 704,146,000 258,889,000 216,479,000 55,023,000 1,234,537,000 $ 644,292,000 407,332,000 205,024,000 8,138,000 97,370,000 1,362,156,000 137,504,000 156,802,000 798,556,000 Retained savings ............................................................................................ 1,613,992,000 2,412,548,000 $ 3,784,589,000 731,028,000 1,464,903,000 2,195,931,000 $ 3,714,889,000 Members' equity Share capital (Note 8) Membership shares of $100 par value each .......................................... On behalf of the Board Director Director 11 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements 1. Description of Business The Co-operative is incorporated under the Canada Cooperatives Act.The Co-operative provides central wholesaling, manufacturing and administrative services to 264 locally owned retail co-operatives across western Canada. 2. Significant Accounting Policies (a) Principles of consolidation The consolidated financial statements include the accounts of the Co-operative, its subsidiaries and its joint ventures to the extent of the Co-operative's interest in their respective assets, liabilities, revenues and expenses. All significant inter-company transactions and balances have been eliminated. (b) Cash and cash equivalents and members’ funds on deposit Cash and cash equivalents and members’ funds on deposit are comprised of cash, bank balances, less outstanding cheques, and short-term investments. Short-term investments of $1,204,123,000 (2008 - $1,325,324,000) are classified as held-to-maturity and are recorded at cost. (c) Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first-in, first-out and weighted average method. Inventories consist of the following: Manufactured products ................................................................................................ Goods purchased for resale ........................................................................................ Parts and supplies............................................................................................................ 2009 $ 289,839,000 182,396,000 50,622,000 $ 522,857,000 2008 $ 314,512,000 173,082,000 49,690,000 $ 537,284,000 (d) Income taxes The Co-operative follows the liability method of accounting for income taxes. Under this method, future income taxes are recognized based on the expected future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax basis, using the enacted and substantively enacted income tax rates for the years in which the differences are expected to reverse. (e) Property, plant and equipment Property, plant and equipment are recorded at cost. Depreciation is recorded on a straight line basis over the estimated useful life of the asset or on a diminishing balance basis using varying rates. The major categories of the Co-operative’s property, plant and equipment are: Net Book Value Accumulated Cost Depreciation Category 2008 2009 Wholesaling ................................ $ Manufacturing ............................ Assets under construction...... 488,505,000 1,892,662,000 449,489,000 $ $ 2,830,656,000 $ 349,314,000 1,190,691,000 1,540,005,000 $ 139,191,000 701,971,000 449,489,000 $1,290,651,000 $ 121,695,000 790,518,000 110,534,000 $ 1,022,747,000 (f) Impairment of long-lived assets An impairment loss is recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. No such impairment loss was recorded in 2009. (g) Employee benefit plans The costs of the Co-operative's defined benefit plan are determined periodically by independent actuaries.The costs charged to earnings for the year include the costs for benefits provided for services rendered during the year, using the projected benefit method pro-rated on services and amortization of the cost of benefits for past service and actuarial gains or losses. Amortization is calculated over the expected average remaining service life of the employee group covered by the plan, namely 15 years. Defined contribution plan costs are charged to savings for services rendered by employees during the year. 12 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements (h) Foreign currency translations Monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rate. Revenues and expenses are translated at rates of exchange prevailing on the transaction dates. (i) Revenue recognition The Co-operative recognizes revenue when evidence of an arrangement exists, delivery has occurred, and the price to the buyer is determined. (j) Use of estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.The amounts of such items are based upon the Co-operative's best information and judgment. Actual amounts could differ from these estimates. (k) Asset retirement obligations The Co-operative is required to comply with governing environmental legislation pertaining to the remediation of contaminated property and the decommissioning of assets.The fair value of asset retirement obligations cannot be reasonably estimated as the timing, extent and method of any such remediation or decommissioning is not known. (l) Comprehensive income Comprehensive income consists of net savings and other comprehensive income.The Co-operative does not have other comprehensive income. Since comprehensive income is the same as net savings after patronage allocation, a statement of comprehensive income is not provided. 3. Change in Accounting Policy Effective November 1, 2008, the Co-operative adopted the Canadian Institute of Chartered Accountants section 3031, “Inventories”, which replaced section 3030 of the same name.The new standard includes more specific guidance on the costs to include in the cost of inventory and additional measurement and disclosure requirements.The Co-operative adopted the standard prospectively using the permitted transitional provisions.These provisions resulted in applying the impact of adopting the new standard to opening inventory on November 1, 2008 with an offsetting change to opening retained savings. As a result of this accounting standard change, inventory and opening retained savings were decreased by $1,066,000 on November 1, 2008. 4. Generally Accepted Accounting Principles for Private Enterprises In October 2009 the Accounting Standards Board approved the final accounting standards for Private Enterprises in Canada.The standards are expected to be issued by the end of 2009 as part of the CICA Accounting Handbook effective for annual financial statements relating to fiscal years beginning on or after January 1, 2011. At this time, the impact on the Co-operative’s financial statements is not reasonably determinable. 5. Financial Instruments and Risk Management (a) Capital management The Co-operative applies prudent fiscal management policies and practices designed to generate adequate levels of savings and members’ equity.The Co-operative builds retained savings so there are adequate levels of assets on hand to meet its short and long-term requirements. (b) Currency risk The Co-operative incurs a relatively small portion of its sales and purchases in U.S. dollars and is expected in the next fiscal year to incur large capital expenditures in U.S. dollars related to the refinery expansion. As a result, the Co-operative is exposed to foreign exchange fluctuations.The Co-operative's exposure to fluctuations in the value of the U.S. dollar is partially mitigated by the fact that it has both U.S. dollar denominated accounts receivable and U.S. dollar denominated accounts payable. Although the Co-operative will from time to time purchase U.S. dollars it does not actively hedge this risk. (c) Credit risk The majority of the Co-operative's sales are in western Canada and a significant portion of its customers are impacted by the agricultural industry.The Co-operative manages the credit risk through an active credit management program. 13 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements (d) Interest rate risk The Co-operative does not have a significant exposure to interest rate risk. (e) Fair value The fair values of cash, members' funds on deposit, accounts receivable, finance agreements, accounts payable, and share capital redemption approximate their carrying values. 6. Corporate Income Taxes 2009 The Co-operative's effective tax rate is determined as follows: Net savings before corporate taxes .................................................................................. Combined federal and provincial income tax rate ...................................................... Computed tax expense based on the combined rate ................................................ Increase resulting from: Other non-deductible items.......................................................................................... Future income tax benefit resulting from changes in tax rates .............................. Provision for income taxes .................................................................................................... Provincial capital taxes .......................................................................................................... Provision for corporate taxes................................................................................................ $ 210,888,000 29.11% 61,389,000 Effective tax rate on savings before corporate taxes .................................................. 28.80% $ 829,000 (1,505,000) 60,713,000 20,000 60,733,000 2008 $ $ 337,387,000 31.62% 106,665,000 261,000 (1,602,000) 105,324,000 26,000 105,350,000 31.23% Classified in the consolidated financial statements as: Income taxes - current ............................................................................................................ Income taxes - future .............................................................................................................. Provision for corporate taxes................................................................................................ $ 68,530,000 (7,797,000) 60,733,000 $ $ 44,224,000 4,605,000 10,008,000 (128,628,000) (47,846,000) $ (117,637,000) $ $ $ $ $ 106,694,000 (1,344,000) 105,350,000 Income taxes allocated to future years are comprised of the following: Non-capital loss and deductible patronage allocation carryforwards.................. Tax value of resource pools in excess of net book value ............................................ Miscellaneous accruals and reserves ................................................................................ Net book value in excess of undepreciated capital cost ............................................ Patronage allocations deferred for income tax purposes.......................................... Total future tax liability .......................................................................................................... 95,869,000 4,769,000 7,583,000 (132,509,000) (101,146,000) $ (125,434,000) Classified in the consolidated financial statements as: Current future income tax assets........................................................................................ Long-term future income tax assets.................................................................................. Current future income tax liabilities .................................................................................. Long-term future income tax liabilities ............................................................................ Total future tax liability .......................................................................................................... 54,232,000 20,658,000 (55,023,000) (137,504,000) $ (117,637,000) 96,621,000 32,117,000 (97,370,000) (156,802,000) $ (125,434,000) 14 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements 7. Investments and Advances Investments and advances are recorded at the lower of cost and net realizable value. 2009 2008 Investments The Co-operators Group Limited...................................................................... $ Interprovincial Cooperative Limited................................................................ Other .......................................................................................................................... 5,033,000 844,000 1,015,000 $ 6,103,000 567,000 956,000 Advances Interprovincial Cooperative Limited member loan at a floating interest rate .............................................. 844,000 567,000 Finance agreements ............................................................................................ 87,181,000 73,376,000 $ 94,917,000 $ 81,569,000 8. Members' Share Capital The Co-operative is authorized to issue an unlimited number of member shares of $100 par value each. Under certain circumstances and with the approval of the Board of Directors, member shares may be redeemed at par value. 2009 2008 Balance, beginning of year ...................................................................................... $ 731,028,000 Current year’s savings allocated by allotment of shares................................ 341,419,000 523,506,000 1,072,447,000 1,153,478,000 Shares redeemed ........................................................................................................ 273,891,000 422,450,000 Balance, end of year .................................................................................................... $ 798,556,000 $ $ 629,972,000 731,028,000 A u d i t e d f i n a n c i a l S tat e m e n t s 15 Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements 9. Segmented Information The Co-operative has six reportable business segments. Sales Crop Supplies Feed Food Forest Products General Merchandise Petroleum Total Upper Line - 2009 Lower Line - 2008 Income Tax Expense Interest Revenue Depreciation Net Savings Before Patronage Allocation $ 360,240,000 $ 332,000 $ 235,000 $ 1,711,000 $ 27,825,000 $ 293,019,000 $ 315,000 $ 508,000 $ 1,233,000 $ 25,318,000 60,029,000 1,024,000 47,000 170,000 899,000 72,903,000 1,279,000 200,000 348,000 562,000 1,710,485,000 6,717,000 2,801,000 14,643,000 84,701,000 1,666,378,000 6,566,000 7,760,000 15,926,000 85,157,000 38,240,000 4,860,000 - 205,000 (8,793,000) 52,261,000 5,070,000 387,000 1,460,000 (11,461,000) 326,331,000 936,000 273,000 1,385,000 18,934,000 347,491,000 1,020,000 623,000 1,574,000 20,225,000 4,044,670,000 110,347,000 13,353,000 42,619,000 368,008,000 5,968,316,000 105,355,000 20,704,000 84,809,000 635,742,000 $ 6,539,995,000 $124,216,000 $ 16,709,000 $ 60,733,000 $ 491,574,000 $ 8,400,368,000 $119,605,000 $ 30,182,000 $ 105,350,000 $ 755,543,000 16 A u d i t e d f i n a n c i a l S tat e m e n t s Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements 10. Pension Plan (a) Defined contribution plan The Co-operative and the majority of its employees make contributions to two multi-employer defined contribution plans.The employee contribution rates are in the range of 2.5% to 6%, while the Co-operative’s rates are in the range of 2.5% to 13%.The Co-operative’s total contribution expense for these plans in 2009 is $5,425,000 (2008 - $5,064,000). (b) Defined benefit plan The defined benefit plan covers the employees at the petroleum facility in Regina.The plan provides pensions based on the number of years of service and the average of the best three years earnings.The employees do not contribute to the plan. The consolidated information presented in the table below is based on actuarial valuation results as of December 31, 2007, with extrapolations to October 31, 2009. 2009 Plan assets Fair value, beginning of year ........................................................ Contributions .................................................................................... Benefits paid ...................................................................................... Actual return on plan assets .......................................................... Fair value, end of year...................................................................... $ 112,117,000 12,177,000 (2,032,000) 11,962,000 $ 134,224,000 2008 $ $ 118,666,000 10,712,000 (1,421,000) (15,840,000) 112,117,000 Accrued benefit obligation Balance, beginning of year................................................................ Current service cost ........................................................................ Interest cost ............................................................................................ Benefits paid ...................................................................................... Actuarial gain .................................................................................... Balance, end of year ........................................................................ Funded status - plan deficit .............................................................. Unamortized transitional obligation ............................................ Unamortized past service costs ...................................................... Unamortized (gains) losses .............................................................. Accrued benefit liability .................................................................... $ 159,842,000 7,878,000 9,766,000 (2,032,000) (18,047,000) $ 157,407,000 $ $ (23,183,000) 6,767,000 17,070,000 (12,049,000) $ (11,395,000) $ $ $ $ $ 149,364,000 8,089,000 8,856,000 (1,421,000) (5,046,000) 159,842,000 (47,725,000) 7,444,000 18,463,000 11,710,000 (10,108,000) The defined benefit plan pension expense is as follows: Current service cost ............................................................................ Interest on accrued benefit obligation ........................................ Interest on plan assets ........................................................................ Amortization of transitional obligation........................................ Amortization of past service costs ................................................ Amortization of (gains) and losses ................................................ $ 7,854,000 9,766,000 (7,032,000) 677,000 1,393,000 781,000 13,439,000 $ 8,074,000 8,856,000 (7,152,000) 677,000 1,393,000 (445,000) 11,403,000 The significant actuarial assumptions are as follows: Discount rate for the pension expense ........................................ Discount rate for year-end accrued benefit obligation .......... Expected long term rate of return on plan assets .................... Rate of compensation increase ...................................................... 6.00% 6.60% 6.00% 3.50% 5.80% 6.00% 5.80% 3.50% 17 Audited financial Statements Federated Co-operatives Limited, October 31, 2009 Notes to the Consolidated Financial Statements 11. Contingencies Various claims and lawsuits are pending against the Co-operative. While it is not possible to determine the ultimate outcome of such actions at this time, it is management's opinion that the ultimate resolution of such matters will not have a material adverse effect on the Co-operative's financial condition or results of operation. 12. Commitments Lease Commitments The Co-operative leases certain facilities and equipment under operating leases, the latest of which expires in 2018. Future lease payments total $4,563,000 and include the following amounts over the next five years and thereafter: $ 1,197,000 2013 ........................................................................ 538,000 2011 .................................................................... 953,000 2014 ........................................................................ 519,000 2012 .................................................................... 593,000 Thereafter ............................................................ 763,000 2010 .................................................................... Purchase Commitments The Co-operative is also committed to capital expenditures of $619,085,000 for the refinery expansion project in Regina.The expansion project is expected to be completed in 2012. 13. Comparative Figures Certain prior period information has been reclassified to conform with the current period presentation. 19 retail Division report RETAIL OPERATIONS Final results for the 2009 fiscal year will be published in the Retail Statistics Manual issued in June.This manual is a useful tool for preparing business plans, budgets and for comparing retail co-op operations. The Co-op Membership Benefits Program continued to be effectively and aggressively promoted by retail co-ops. Over the last ten years, retail co-ops have paid a combined total of more than $1.2 billion to members in cash. Quality CO-OP® brand private label products, personalized service and participation as a community builder round out the Co-op Membership Benefits Program. FCL makes a variety of materials available to assist retail co-ops in promoting all four categories of benefits. Ken McCullough Vice-President Retail Operations Retail co-operatives across western Canada are continuously striving to improve their image, merchandise standards, financial stability and earnings for their members.That's an exciting prospect, particularly for the more than 1.3 million co-op members who reap the benefits of membership every time they visit a co-op facility. The Retail Division works directly with retail co-operatives to help generate maximum membership benefits.The division provides marketing, financial, human resources and operational services to retail co-operatives from region offices in Edmonton, Calgary, Regina, Saskatoon and Winnipeg. Ken McCullough was appointed Vice-President – Retail Operations in October 2009. He replaced Ken Hart, who retired after 44 years of service with the Co-operative Retailing System. The Retail Division encourages retail co-ops to work together to create System efficiencies through the Area Development Program. Many retail co-ops now share fuel delivery, accounting and general management services. Others share bulk plants and cardlocks, bakery and meat cutting services, building estimating, credit and security services.These types of efficiencies drive costs out of the System, which results in more benefits for retail members. RETAIL FACILITIES DEPARTMENT Retail facility development remained a high priority for the CRS.The Retail Facilities Department is involved with the planning and development of Keith Jones Barry Manovich Doug Wiebe Gerard Muyres Barry McPhail Edmonton Calgary Regina Saskatoon Winnipeg 20 retail Division report new construction, and expansion and renovation projects for food stores, home centres, agro centres and convenience stores. During the year, the department assisted retail co-ops with 193 projects. New and upgraded convenience stores continued to be a key focus for retails with a total of 43 new facilities either completed or at some stage of development. Another 29 new facilities are in process. Seventeen of these are home or agro centres and 12 are food stores. The remainder of the projects include expansions, major upgrades and renovations, quick store upgrades, exterior facelifts, refrigeration improvements and new tenant facilities. This record number of projects clearly reflects the commitment of retails to maintain and upgrade the image of the CRS, and continues to demonstrate that retail co-ops are community builders. Numerous projects are also in the planning stage for 2010 and 2011. MARKET DEVELOPMENT DEPARTMENT The Market Development Department assists retail co-ops by providing detailed demographic, market and sales potential reports for their local trading areas. A newsletter summarizing demographic, social, economic, marketing and retailing trends is also issued regularly. In addition, the department provides various survey options to retail co-ops to assess market needs and preferences, and assists retails with focus group and board planning sessions and with various member relations programs. Cliff Irving Vanderhoof, BC Carol Rollheiser Camrose, AB Ted Rodych Medicine Hat, AB EXECUTIVE MANAGEMENT COMMITTEE A thank you is extended to the members of the Executive Management Committee (EMC) for their contributions. Comprised of retail co-op General Managers representing each region and Calgary Co-op, the EMC advises FCL's Chief Executive Officer and the senior management team on CRS marketing and administrative programs. Deane Collinson Calgary, AB Ken Bahuaud Assiniboia, SK Greg Schoonbaert Nipawin, SK Troy Verboom Minnedosa, MB Consumer Products & logistics Division report FOOD DEPARTMENT Terry Bell Vice-President Consumer Products & Logistics The Consumer Products and Logistics Division is comprised of the Food and General Merchandise Departments, warehousing and trucking operations, and The Grocery People Ltd. (a wholly-owned subsidiary). The division helps retail co-operatives effectively respond to the demands of today’s competitive marketplace by supplying the right products at the right prices, maintaining effective centralized advertising programs, training retail co-operative employees in all aspects of merchandising and operations, and ensuring the flow of product from suppliers to FCL’s distribution centres, which are located in Edmonton, Calgary, Saskatoon and Winnipeg, and ultimately to retail co-operative facilities. 2009 was an interesting year for the department. In spite of the economic recession, excellent results were achieved. Very good sales increases are directly attributed to retail co-op food stores being the best in most communities that they serve. New initiatives continued to be worked on throughout the year.The number of products offered through the CO-OP® Gold Organics program was dramatically increased. Sales have surpassed expectations and more products will be added in 2010. Salad bars continued to be added to many food floors and have achieved very good results.This program is unique to the CRS in western Canada. Signage was developed for produce departments that advises customers which products have been “locally grown”. The very successful “warehouse sales” and “10 for $10 sales” continued to be promoted. Special coupon promotions were also added which experienced very good results. Co-op gift cards and third party gift cards were introduced late last year and continued to experience strong sales in 2009. Food safety continues to be very important. A Food Safety Director position was added to the department in 2009 to better assist both FCL and the CRS in this complex area. The retail pricing project has been implemented for dry groceries in all locations.The fresh departments are currently being worked on with bakery expected to be the first added. 21 22 Consumer Products & logistics Division report Self-scanning point-of-sale equipment was added at six retails with many more considering this in the near future.This will assist retails in areas where hiring staff is difficult. GENERAL MERCHANDISE DEPARTMENT Shelf management plans are now sent electronically to each retail.This has significantly decreased the length of time in getting new products on the shelf. On January 1, 2009, FCL joined the Independent Lumber Dealers Co-operative buying group.This organization serves businesses across the country. Major savings have been passed on to retails due to this move. THE GROCERY PEOPLE LTD. The Grocery People Ltd. (TGP) supplies groceries to independent retail outlets in the four western provinces, western Ontario, Nunavut, the Yukon and the Northwest Territories.TGP accounts operate under the SUPER A FOODS™, BIGWAY FOODS™, and TAGS™ banners.TGP also supplies fresh produce to retail co-ops in northern British Columbia, Alberta, Saskatchewan, Manitoba and western Ontario. The department experienced a good year in the area of sales. The uniform program introduced in 2008 continued to show great sales and acceptance.This program is now up and running at most retails. Buymarts continued to be well supported by both retails and suppliers, and 2009 was no exception. Consumer Products & logistics Division report The “Responsible Choice” shopping bags continued to show good acceptance by customers.These bags are putting the CRS in a good position to dramatically reduce plastic bag usage over the next few years. Three types of bags are now available. 23 24 Consumer Products & logistics Division report WAREHOUSING TRUCKING The addition of the freezer/cooler to the Calgary food warehouse is now complete and adds approximately 90,000 sq. ft. to the facility.This has opened up over 70,000 sq. ft. at the general merchandise warehouse, which will be converted to handle general merchandise products. The highway trucking fleet consists of 155 merchandising trailers and 133 tankers pulled by 182 lease operators. Product is delivered in an area extending from Thunder Bay to the Queen Charlotte Islands, and from the United States border to the Yukon and the Northwest Territories. Construction began on a new region office in Calgary. It is being built on the food warehouse site and will open in early 2010. Fleet image continued to be a high priority.The two new graphics introduced showcased CO-OP® Gold Organics and High Performance Petroleum. The merchandising fleet carries thirteen different graphics and the petroleum fleet has eight. Overall, almost 100% of both fleets carry graphics. agro Products Division report Mel Adams Vice-President Agro Products The Agro Products Division encompasses the Petroleum, Crop Supplies and Feed Departments. The division procures and manufactures products in order to ensure retail co-operatives have a reliable source of quality products.The division also assists retails by providing employee training, facility development, and the development of effective central advertising and marketing programs. Farm contact programs and very high standards of image and service continued to be a major focus. PETROLEUM DEPARTMENT Many new facility development and marketing initiatives were introduced during 2009.This included the introduction of LED (light emitting diode) under canopy lighting, providing substantial energy savings for retail co-ops and another step towards protecting the environment. Installation of the new cardlock system was also completed at several locations during the year. This new system utilizes a mag stripe card and allows the customer to select their own PIN number. It also provides both the customer and the retail with improved security along with other benefits. To ensure a smooth transition at retail locations, the rollout of this new system will be completed over an extended period of time.The new cardlock system will have the capability to be enhanced and improve customer benefits far into the future. 25 26 agro Products Division report The new Internet-based “Service Starts With Me” Gas Bar Training Program was added to the Co-op Learning Centre and has already been well utilized by retail staff across the CRS.The department is also working on another Internet-based training seminar which will be directed at gas bar managers called “Managing Your People”. This new seminar will be available through the Co-op Learning Centre in 2010. In order to reduce costs and improve service, a new direct order program for tires has been implemented.This allows retails to access more tire lines and sizes than they were able to in the past while at the same time enabling FCL to reduce the amount of inventory carried. CROP SUPPLIES DEPARTMENT Once again the Crop Supplies Department enjoyed a year of record results. With continued growth, the demand for well-trained agro managers, agronomists, and staff continued to increase. As a result, the department continued to place a major focus on training. 2009 Agro Manager Group Trainees. The first Agro Manager Group Training Program was developed and held in the spring of 2009 with tremendous success. As a result, this program will be continued and the second session will begin early in 2010. In addition, the department continued to organize and support many other internal and external training initiatives such as “Selling to Farm Business”, the “Crop Production Home Study Course”, and the “Grain Storage and Handling” clinic, to name a few. In addition to strong customer contact and marketing programs generating growth, retails also continued to upgrade existing facilities, expand trading areas and construct or acquire new facilities, filling market voids and increasing retail sales of crop supplies products. agro Products Division report FEED DEPARTMENT Livestock producers continued to be faced with extremely difficult economic conditions. As a result, the number of animals being raised on the Prairies continued to be reduced which in turn substantially reduced the demand for feed and other animal supplies products.The department responded to this situation very well and while sales have declined, feed operations continued to be profitable. Retails require a licensed employee to be on staff in order to sell products with a Pest Control Product classification of “Agricultural or Commercial”. As a result, the department has been working with Saskatchewan provincial regulators who have decided to issue a new class of license for people who handle livestock pesticides and rodenticides but not crop protection products.This is very positive and FCL will continue to work with the Manitoba government towards a similar type of program. Pet food sales remained strong. Package sizes were changed this past year, bringing them more in line with sizes sold by most competitors. 27 28 forest Products Division report Bill Van Bergeyk Senior Vice-President Forest Products Forest Products’ manufacturing in Canoe, British Columbia includes a plywood plant and sawmill, supported by log harvesting and forestry operations within the Okanagan Timber Supply Area surrounding the Shuswap Lake. The financial performance of the forest industry’s solid wood sector remains adversely affected by continuing poor product demand and oversupply.The North American housing construction market declined another 40% from that of the previous year’s 1.0 million starts, establishing a new low over five decades. Market prices were also negatively impacted by the higher Canadian dollar against the U.S. currency, and the 15% export charge required by the Softwood Lumber Agreement. LOGGING AND FORESTRY Harvesting operations were minimized in response to reduced manufacturing operations. Log deliveries were restricted to peelers for the plywood plant and saleable poles, houselogs, sawlogs and pulpwood.The 230,743 m3 of logs delivered in 2009 was substantially lower than the 317,809 m3 hauled in 2008 and the log inventory was reduced a further 53,965 m3.The reduced deliveries still required the construction of 19.0 km of roads for timber access at a cost of $873,542 compared to $347,000 for 9.1 km in 2008. Based on reduced harvest, 218 hectares of logged area were prepared for reforestation and 167,000 seedlings were planted, ensuring regulatory compliance. However, environmental sustainability and responsible forest stewardship goes beyond regulation and 29 forest Products Division report replanting. An Environmental Management System was developed and implemented during the year to demonstrate commitment to environmental protection. a vendor managed inventory program comprised of 40.1 million sq. ft. of the total shipments. The only major capital expenditure was the installation of an electrified filtration bed to control particulate emissions to atmosphere from the veneer dryers to complete the dryer replacement project. Shipments From Forest Products Operations Plywood (per thousand square feet, 3/8” thickness) Lumber (per thousand foot board measure) 2009 2008 98,884 102,388 1,191 26,527 LUMBER PLYWOOD Plywood operations were impacted by market related downtime during late spring. A three week curtailment in May was followed by a reduced work week and Work-Share Program for the month of June. Shipments were correspondingly reduced and average prices were 3.5% below those of the prior year. Despite this erosion, plywood prices provided a contribution margin. Production of specialty items and adding value or upgrading panels by solid patching or puttying continued to be emphasized. Specialties represented approximately half the annual plywood output, mitigating commodity price decline and sales through The sawmill remained curtailed throughout the year. Lumber prices continued to fall in 2009, precluding any opportunity to resume operations.The benchmark Framing Lumber Composite Index bottomed at $195 in the year compared to last year’s low of $220.The minimal sales volume represents disposition of the residual inventory of fir lamination stock produced in 2007. 30 Consumers’ co-operative Refineries limited Divisionreport ENVIRONMENTAL MANAGEMENT Bud Van Iderstine Senior Vice-President Refining A wholly-owned subsidiary and the Refinery Division of FCL, CCRL’s mission is to serve the Co-operative Retailing System by providing petroleum product supply. CCRL is one of the higher value-added petroleum refining facilities in North America with plans for further growth.The financial results for CCRL are consolidated with those of the Petroleum Department. OPERATIONS In 2009, CCRL processed a record level of over 33 million barrels of crude oil.With all process units operating, total crude oil throughput was typically in the range of 95,000 to 102,000 barrels per operating day. Total Crude Processed CCRL has actively prepared plans for the further implementation of renewable fuels. Ethanol-blended gasoline is already required in Saskatchewan and Manitoba, and will be required in British Columbia and Alberta in 2010. Diesel blended with bio-diesel will be required in all four western provinces by no later than 2012, with Manitoba, Alberta and British Columbia starting in 2010. EXPANSION (millions of barrels) 35 The Expansion Project, Section V and Associated Revamps, is proceeding on schedule and is currently within budgeted costs. 30 25 New Section V is well underway with the engineering work well advanced.The majority of the new equipment is ordered and underground work is progressing as expected.This new process section is expected to be complete and starting up in the summer of 2012. 20 15 10 The major revamps to several existing process units are underway and will be completed by 2011. 5 0 CCRL has advanced plans to meet federal regulations for the reduction of greenhouse gases. CCRL is a partner in the Aquistore Project which will capture carbon dioxide from each of the Refinery’s two hydrogen plants and then store it underground. A project to capture the carbon dioxide from the first hydrogen plant will be submitted to the Board of Directors for approval in 2010, with project completion planned for 2013. A project for the second hydrogen plant will follow about two years later. 2005 2006 2007 2008 2009 Consumers’ co-operative Refineries limited Divisionreport The Expansion Project will initially increase CCRL’s crude processing capacity from the current level of 100,000 barrels per day to 130,000 barrels per day. The capacity is expected to eventually mature to 145,000 barrels per day by 2015.The project is required in order to allow CCRL to continue to meet the ever-growing petroleum product supply needs of the CRS. 31 32 Environmental & technical services Division report Sustainability requires that these objectives are met while operating in a manner that is financially and socially beneficial for the long term. Eric Lawrenz Vice-President Environmental & Technical Services The Environmental & Technical Services Division is responsible for FCL's environmental sustainability initiatives, operations research activities, crude oil and gas operations, corporate and retail insurance programs, energy management programs, and monitoring alternative fuel issues. ENVIRONMENTAL & TECHNICAL SERVICES One of FCL’s objectives is to conduct activities in a safe, socially and environmentally responsible manner, ensuring compliance with the law.The focus on this objective was sharpened during the year through the introduction of a revised corporate policy on Environmental Sustainability. To increase awareness of the Co-operative Retailing System’s many environmental achievements, four Enviro-News Bulletins were issued through the General Managers’ Bulletins in 2009.These bulletins described many of the environmental features that have been included in the design and construction of new retail facilities and they provided information for further distribution to retail employees, co-op members and the public at large. In keeping with FCL’s commitment to responsible contaminated site management, the department continued to apply innovative, science-based technologies, giving priority to reducing the risks to human health and safety while ensuring compliance with environmental regulations. As a spinoff of this work, the department published and presented two technical papers at an international environment symposium and shared with consultants, awards from Engineering Associations in Manitoba (2008) and Saskatchewan (2009). OPERATIONS RESEARCH The Operations Research Department worked with the commodity departments to select a new computerized buying system with enhanced capabilities.The department will also be involved in the implementation of the new system and the training of users in the coming year. CRUDE OIL The concepts of environmental sustainability have been incorporated into FCL’s business activities for decades. It is FCL’s goal to support the growing environmental consciousness of its employees and to continuously look for ways to reduce the company’s environmental footprint. Total oil and gas production averaged over 1,800 barrels of oil equivalent per day. FCL participated in drilling 32 new oil and gas wells, most of these were in southern Saskatchewan including eight wells in the Weyburn enhanced oil recovery unit.The Weyburn unit utilizes a combination of water-flood technology and carbon dioxide injection to increase oil recovery.The technical information that has been obtained by industry and government from studying the Weyburn operation will be very valuable in the development of future carbon dioxide storage projects. Human resources Division report 33 LEARNING & DEVELOPMENT Peter Zakreski Senior Vice-President Human Resources During the last year, the 19,000 plus employees in the Co-operative Retailing System adjusted to the challenges and opportunities presented by the world-wide economic turmoil.The twenty-one Human Capital Strategies adopted several years ago provided the road map for the Human Resources Division to remain “Community Focused – Value Driven” in the delivery of the various services it is mandated to provide on behalf of the CRS.The division is committed to deliver these services in a timely, efficient and economic manner. RECRUITMENT The staffing crunch faced by employers in the past several years has eased, resulting in a more stable workforce. During the last year, the CRS experienced reduced turnover rates and more applicants to fill vacant positions. Contributing to this success are factors such as: • the employment brand “Excellence Through People”; • the engagement of an Aboriginal Employment Development Officer; • a stronger emphasis on the recruitment of students; • mentorship programs for non-management retail employees; and • progressive policies and practices. Learning and development continued to be a very high priority for the CRS. Ongoing learning through seminars, clinics, conferences and management development programs remained a focus for the System.The learning opportunities provided for elected officials reinforces the commitment by the CRS to being community focused. The division is committed to keeping seminars current and informative. This past year six employee and three elected official seminars were revised, and one new seminar “Diversity in the Workplace” was developed. In addition, to continue Jason Ryden (right), General Manager One-to-One Trainee, and being timely with learning his trainer Gerald Gane (left), General Manager at Valleyview and development offerings, Co-op in Virden, Manitoba. e-Learning was a significant focus for employee and elected official development.The Co-op Learning Centre was launched this past year and now offers seven on-line seminars and one petroleum seminar for employees. Two on-line elected official seminars,“Understanding Co-operatives” and “New Director Orientation” are also offered. It is recommended that retail boards of directors adopt a policy whereby a new director would be required to complete these on-line seminars prior to attending face-to-face seminars. 34 Human resources Division report INDUSTRIAL RELATIONS COMPENSATION & BENEFITS Industrial Relations’ services were expanded to provide arbitration and Labour Board representation on behalf of retail co-operatives. These expanded services are in addition to regular services such as assistance in the negotiation and administration of union contracts, the provision of various educational seminars, the development of safety programs and guidance on employee relations matters. Guidelines continued to be provided in wage and salary administration in order for the CRS to achieve policy objectives by rewarding performance excellence. A significant dialogue was initiated within the CRS on flex benefits. 35 International Co-operative Alliance Statement on the Co-operative Identity Definition A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise. Values Co-operatives are based on the values of self-help, selfresponsibility, democracy, equality, equity and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others. Principles The co-operative principles are guidelines by which co-operatives put their values into practice. 1.Voluntary and Open Membership Co-operatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination. 2.Democratic Member Control Co-operatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote), and co-operatives at other levels are also organized in a democratic manner. 3. Member Economic Participation Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership. 4. Autonomy and Independence Co-operatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy. 5.Education,Training and Information Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives.They inform the general public – particularly young people and opinion leaders – about the nature and benefits of co-operation. 6.Co-operation Among Co-operatives Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures. 7.Concern for Community Co-operatives work for the sustainable development of their communities through policies approved by their members. Manchester, United Kingdom, September 23, 1995 36 Code of Ethical Standards for Co-operatives We recognize that this consumer-owned co-operative has a responsibility to respect, to promote, and to protect the rights of consumers, and that these rights include: • The right to safety • The right to be informed • The right to choose • The right to be heard In support of its responsibility to appreciate the rights of consumers, this co-operative shall aim to observe and apply in all of its activities, the following: Ethical Standards Application of the Code 1. All claims, statements, information, advice, and proposals shall be honest and factual. Having acknowledged that the consumer has certain rights, and being resolved to conduct our activities in the interests of the consumer, we shall, at all times, when applying this code or interpreting its intent, emphasize ethical human relations and values rather than technicalities or legalisms. 2. Sufficient disclosure of pertinent facts and information shall be made to enable others to adequately judge the offered product, service, or proposal, and its suitability for the purpose to be served. 3. Due regard shall be given to public decency and good taste. 4. Unfair exploitation in any form shall be avoided. 5. Comparison of co-operative merchandising, products, services, philosophy, principles, or practices, to those of others shall only be made honestly and fairly, and without intent to harmfully disparage. 6. The interests of the membership as a whole shall be paramount to the interests of the institution. 7. The co-operative shall aim to be equitable in the treatment of its members. 8. Knowingly advising or persuading individuals to take action that may not be in their best interests shall be avoided. Our test for compliance to this Code of Ethical Standards shall be the effect of a communication or action on the ordinary or trusting mind. We recognize that it is not sufficient that a discerning, knowledgeable, or analytical person may derive a correct interpretation if others may be misled. The Code of Ethical Standards is adopted by the board of directors as an official policy of Federated Co-operatives Limited, and is recommended for adoption by all retail co-operatives served by FCL. Honorary Presidents Vern Leland Ed Klassen Dennis Banda C o m m u n i t y F o c u s e d • Va l u e D r i v e n