Annual Report 2006 - Parkway Pantai
Annual Report 2006 - Parkway Pantai
Annual Report 2006 - Parkway Pantai
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CULTIVATING GROWTH<br />
ANNUAL REPORT <strong>2006</strong>
ANNUAL REPORT <strong>2006</strong><br />
EXCEEDING EXPECTATIONS
The visual theme of this <strong>Annual</strong> <strong>Report</strong> is ‘Cultivating Growth’, which<br />
depicts the effort to nurture and nourish our business represented by the<br />
‘fruitful’ grove. The metaphor of the orchard connotes the cultivation of<br />
success and the concerted effort of our people to excel in all endeavours.<br />
BOUNTIFUL RETURNS<br />
SUSTAINED GROWTH<br />
STRATEGIC PRIORITIES<br />
<strong>Parkway</strong> is focused on People, Quality, Service, Finance and Growth.<br />
We want to be the employer of choice in the healthcare industry<br />
while delivering the finest clinical outcomes to our patients. We will<br />
provide the highest levels of service excellence to our customers<br />
while meeting and exceeding our financial plans in order to provide<br />
value to our shareholders. We are determined on growth and will<br />
do so by organic and acquisitive channels.<br />
SUSTAINED GROWTH<br />
We intend to sustain our growth momentum by exploring both<br />
organic initiatives and acquisitive ventures. <strong>Parkway</strong> is keen to<br />
expand and maintain our regional presence by increasing our<br />
regional investments, delivering more sophisticated services and<br />
procedures as well as maintaining our commitment to provide<br />
premier customer service.<br />
BOUNTIFUL RETURNS<br />
As <strong>Parkway</strong>’s reach grows and our presence throughout the region<br />
expands, our shareholders will reap the harvest with us. We believe<br />
in rewarding shareholders for their continued trust and faith in us<br />
by delivering higher value returns and superb growth prospects.<br />
STRATEGIC PRIORITIES<br />
PARKWAY HOLDINGS LIMITED
MISSION<br />
To make a difference in people’s lives through excellent patient care.<br />
VISION<br />
The global leader in value-based integrated healthcare.<br />
VALUES<br />
People above all... by treating those we serve and each other with<br />
compassion, dignity and respect.<br />
Excellence... by acting with integrity and striving for the highest quality<br />
care and service.<br />
Results... by exceeding the expectations of the people we serve and<br />
those we set for ourselves.<br />
CONTENTS<br />
Chairman’s Message/ 3 Managing Director’s Message/ 7 Global Presence/ 10 Operations Review/ 13<br />
Financial Highlights/ 19 Financial Review/ 20 Corporate Information/ 23 Board of Directors/ 24<br />
Senior Management/ 26 Financial <strong>Report</strong>/ 28<br />
ANNUAL REPORT <strong>2006</strong>
CHAIRMAN’s MESSAGE<br />
Richard Seow<br />
Chairman<br />
BRINGING PEOPLE CLOSER ,<br />
REACHING FURTHER<br />
Dear Shareholders,<br />
On behalf of the Board, I am pleased to share with you<br />
my thoughts on the highlights of the <strong>2006</strong> fiscal year<br />
leading to those of the current financial year.<br />
Beyond choice, to being global leader<br />
The year <strong>2006</strong> affirmed our position as the healthcare provider of choice for the region. <strong>Parkway</strong>’s<br />
facilities have seen an increase in contribution from our foreign patient pool. This reflects the changing<br />
trend in medical value travel as the numbers increase for higher value treatment services, while advances<br />
in technology reduce treatment costs and patients’ length of stay.<br />
We believe we made great advances to achieving our vision to be an international healthcare provider of<br />
choice. Over the past decades, <strong>Parkway</strong> has also contributed significantly towards Singapore’s reputation<br />
as a medical value destination. Our reputation in ensuring top clinical outcomes, comprehensive care<br />
and service excellence is supported by over 8,000 specialist physicians, experienced nurses and staff in<br />
our Group’s healthcare network across the region.<br />
By the end of <strong>2006</strong>, <strong>Parkway</strong>’s hospitals in Singapore enjoyed an increase of 32.3% in revenue from<br />
foreign patients. The growth was driven by higher value treatment such as transplant, cellular therapy,<br />
cancer treatment, and surgery. In 2007, our Group will focus on aligning these specialties into clinical<br />
programmes to achieve a seamless treatment strategy based on good clinical practice.<br />
Fuelled by strong performance across our business divisions, revenue increased 54% over the previous<br />
year to $868.0 million, with net profit at $70.1 million, excluding exceptional item and exchange losses.<br />
Our return on equity rose to 15.8%, up from 15.2% last fiscal year, which demonstrated the early<br />
success of our business strategies.<br />
<br />
<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
The changing trends in global healthcare markets<br />
are rapidly altering established patterns. The<br />
increase in treatment options alone suggests that<br />
<strong>Parkway</strong> will need a nimble structure to establish<br />
and entrench its leadership in medical specialty<br />
areas, while adhering to our strategy of proven<br />
approaches to ensure best clinical outcomes. This<br />
will be matched by renewed effort in branding<br />
and marketing our services worldwide.<br />
These achievements must reflect <strong>Parkway</strong>’s longer<br />
term strategic objectives and our belief in mission<br />
first, while looking after our people always.<br />
When I walk through our hospitals, I continue to<br />
feel the great passion, dedication and commitment<br />
towards making a difference in people’s lives<br />
through excellent patient care. This will be our<br />
driving force to realise our new vision in the global<br />
marketplace.<br />
Reiterating <strong>Parkway</strong>’s key commitment<br />
<strong>Parkway</strong>’s renewed vision is to be the global<br />
leader in value-based integrated healthcare, which<br />
follows our commitment to strive for excellent<br />
clinical outcomes. Building our reputation globally<br />
in healthcare is essential if physicians, patients and<br />
their loved ones are going to entrust their wellbeing<br />
in our care.<br />
This year, <strong>Parkway</strong> will continue to integrate<br />
our people, facilities and services. To achieve a<br />
seamless service that delivers quality outcomes,<br />
performance measures and benchmark<br />
performance standards are incorporated into each<br />
clinical programme. We will continue to engage<br />
our doctors with transparency and adopt models<br />
to adapt to the changing disease trends to ensure<br />
win-win partnerships.<br />
We are developing IT platforms to upgrade our<br />
medical information systems to support our plans<br />
for an integrated patient database.<br />
While such quality patient treatment through<br />
the use of advanced, proven, medical procedures<br />
remains our focus, we plan to ensure these clinical<br />
initiatives will lead to more balanced revenue<br />
generation, matched by global industry best<br />
practices.<br />
Seeding <strong>Parkway</strong>’s future growth<br />
We plan to set in place a clear and focused<br />
marketing and branding strategy which will be<br />
critical in the coming year, as <strong>Parkway</strong> becomes<br />
poised for its role in providing quality healthcare<br />
to a worldwide market. In <strong>2006</strong>, we partnered<br />
Khazanah Nasional in Malaysia, to privatise<br />
<strong>Pantai</strong> Holdings as part of our regional and global<br />
ventures to create synergy and a mutual vision in<br />
delivering top-notch medical care and services.<br />
Through the partnership, <strong>Pantai</strong> Holdings will<br />
enjoy the Group’s strengths in management and<br />
training, and eventually, consolidated services<br />
sourcing and cost benefits.<br />
Singapore will continue to play a central role as the<br />
Group’s leading edge medical hub. Investment in<br />
facilities and technologies will continue as we offer<br />
our patients the best in medical equipment and<br />
treatment services that the region can provide.<br />
We intend to continue with our plans for regional<br />
growth, bringing <strong>Parkway</strong>’s standards of care and<br />
services to a larger regional patient base.<br />
This commitment to growth and dedication to<br />
replicate clinical outcomes and service quality<br />
across our units will serve us well, as we take on<br />
new challenges to cater to existing patients and<br />
increasingly, a global audience.<br />
Recognising our people<br />
On behalf of the Board, I wish to thank Mr Daniel<br />
Ashton Carroll and Mr David R. White who have<br />
stepped down as Non-executive Directors. I bid<br />
them both a fond farewell, and thank them for<br />
their invaluable insights and advice. I would like<br />
to welcome to the Board Mr Ranvir Dewan and<br />
Mr Steven Joseph Schneider, who have joined<br />
as Non-executive Directors. I am confident<br />
that they bring extensive expertise from their<br />
respective fields that will benefit <strong>Parkway</strong> in<br />
innumerable ways.<br />
We also welcome into our Senior Leadership team<br />
Mr Daniel James Snyder as Group Chief Operating<br />
Officer and the newly established role of Group<br />
Executive Vice President. Dan brings a wealth of<br />
experience and knowledge to <strong>Parkway</strong>; he has over<br />
28 years of experience leading healthcare systems<br />
globally, and his appointment will strengthen the<br />
Group’s senior leadership as we set our sights on<br />
global leadership in healthcare.<br />
Our doctors and nurses are central in the roles they<br />
play in <strong>Parkway</strong>’s reputation and success. I would<br />
like to pay tribute to them and recognise their<br />
contributions and commitment over the past year.<br />
We will continue in our quest to make <strong>Parkway</strong>’s<br />
hospitals “magnet facilities” that attract and retain<br />
the best doctors and nurses in the region.<br />
Our partners and business associates have<br />
continued to contribute to our success, and I<br />
thank them for the vital roles that they each play.<br />
Our reputation, achievements, and our continued<br />
success would not be possible without the<br />
passion, professionalism and commitment of our<br />
doctors, nurses and staff. Each day, hundreds<br />
of our patients rely on them to rise up to the<br />
challenge of delivering the best quality care to<br />
those entrusted to their care. Our people truly<br />
represent the spirit of <strong>Parkway</strong> and I am grateful<br />
to every single member of our <strong>Parkway</strong> family. In<br />
the year ahead, we are determined to develop<br />
better compensation packages to attract and<br />
retain talent, while instilling a greater sense of<br />
culture, and of <strong>Parkway</strong> pride.<br />
Lastly, I would like to thank each and every one of<br />
you, our shareholders, for your steadfast support,<br />
and unwavering confidence in <strong>Parkway</strong>.<br />
I look forward to your continued contribution as<br />
we move ahead, and take on new and bolder<br />
ventures.<br />
Richard Seow<br />
Chairman<br />
PARKWAY HOLDINGS LIMITED<br />
<br />
<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
MANAGING DIRECTOR’s MESSAGE<br />
Dr Lim Cheok Peng<br />
Managing Director<br />
Dear Shareholders,<br />
DELIVERING RESULTS,<br />
SUSTAINING GROWTH<br />
Last year was a year of change and growth for<br />
<strong>Parkway</strong>. We have deployed strategies successfully,<br />
and the Company has reaped, and continues to reap,<br />
benefits and advantages from these plans. I am proud<br />
to present to you the Group’s performance and key<br />
milestones for the financial year ended 31 December<br />
<strong>2006</strong> (“FY<strong>2006</strong>’’).<br />
<br />
Growing in financial strength<br />
<strong>Parkway</strong>’s total revenue rose 54% to $868.0 million in FY<strong>2006</strong>, compared to FY2005. We turned in a<br />
net profit of $70.1 million, excluding exceptional item and exchange losses, compared to $62.9 million<br />
in 2005. The Group has seen growth in all business divisions, reaping divisional revenues of $356.3<br />
million from Singapore Hospitals Division, $239.2 million from International Hospitals Division and<br />
$269.1 million from Healthcare Services Division. These results were in part driven by the strong growth<br />
in health care provided, as well as our integration initiatives leading to operational costs savings.<br />
<strong>Parkway</strong> enjoyed a return on equity of 15.8% in <strong>2006</strong>, an improvement from 15.2% in the previous<br />
fiscal year. Earnings per share also rose by 4.9% to 9.01 cents compared to the previous corresponding<br />
period.<br />
In December <strong>2006</strong>, we utilised our tax credits under Section 44A, and completed a special dividend cum<br />
rights issue exercise, distributing approximately $65.7 million to our shareholders.<br />
Building on our strong fundamentals and good performance, we have put in place plans to further<br />
integrate our organisation, and increase the value of services that we provide to our patients.<br />
<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Growing in unity<br />
In <strong>2006</strong>, Gleneagles Hospital and Mount Elizabeth<br />
Hospital received accreditation from the Joint<br />
Commission International (JCI); the accreditation<br />
acknowledges both facilities and the teams that<br />
work there, as having internationally-certified<br />
standards in healthcare. Furthermore, with East<br />
Shore Hospital aiming for the accreditation in late<br />
2007, all <strong>Parkway</strong>’s hospitals will have unstinting<br />
standards that match and surpass global healthcare<br />
expectations.<br />
We have set out to further improve our processes<br />
and enhance patient experiences. Initiatives aimed<br />
at further integration of our facilities and services<br />
will provide patients with increased comfort,<br />
comprehensive care and clinical excellence. For<br />
example, the <strong>Parkway</strong> Liver Centre and <strong>Parkway</strong><br />
Cancer Centre, set up in <strong>2006</strong>, bring professionals<br />
with different medical specialties together to<br />
provide integrated treatment programmes for<br />
our patients. These Centres offer an extensive<br />
spectrum of treatment, including external and<br />
internal radiation therapy, chemotherapy and<br />
laboratory tests, together with a full suite of<br />
services to provide patients with comprehensive<br />
treatment and care. This holistic approach, we<br />
believe, results in lesser emotional and physical<br />
stress for patients and their families and improves<br />
the delivery of care and clinical outcomes.<br />
Together with proven technologies and techniques,<br />
our Centres offer patients an environment in which<br />
their conditions are cared for in totality by the best<br />
professionals and with the best equipment. We<br />
believe that adopting a patient-centric, integrated<br />
approach in our treatment methodology will result<br />
in positive clinical outcomes, as well as enhance the<br />
excellent quality of healthcare services provided to<br />
our patients.<br />
<strong>Parkway</strong> aims to continue improving our clinical<br />
outcomes and service experiences. To this end, we<br />
have streamlined our clinical services into several<br />
clinical programmes - Heart and Vascular, Oncology,<br />
Transplant and Cellular Therapy, Neuroscience,<br />
Women and Children, Musculoskeletal, Surgery<br />
and Chronic Disease Management. These clinical<br />
programmes, each supervised by a programme<br />
leader, will provide patients with more integrated<br />
and convenient treatment programmes. Outcomes<br />
of these clinical programmes will be monitored<br />
and will propel us further in our constant bid to<br />
enhance clinical excellence. Patients on these<br />
clinical programmes will receive treatment that is<br />
evidence-based and be treated by specialists who<br />
meet set the clinical performance standards.<br />
Our initiatives are in line with <strong>Parkway</strong>’s vision to<br />
be the global leader in value-based integrated<br />
healthcare. Our people will work on common<br />
platforms and with the integration of systems,<br />
technology and facilities, patients can look<br />
forward to receiving an even higher level of care<br />
and clinical excellence from <strong>Parkway</strong>.<br />
Growing our team<br />
At <strong>Parkway</strong>, we believe that everyone matters.<br />
As an organisation, we believe that we have a<br />
responsibility to make a positive difference not only<br />
to our patients’ lives, but towards our associates<br />
and partners too. We continue to seek talents and<br />
provide a nurturing, motivating and professional<br />
environment in which everyone can do their best.<br />
<strong>Parkway</strong> continues to be an employer of choice<br />
for many.<br />
In <strong>2006</strong>, <strong>Parkway</strong> sponsored the first batch of<br />
student nurses at the <strong>Pantai</strong> Institute of Health<br />
Sciences & Nursing in Kuala Lumpur, Malaysia.<br />
In addition, 23 nurses who graduated from the<br />
Gleneagles Intan College of Nursing in August<br />
<strong>2006</strong> have started work as Registered Nurses at<br />
<strong>Parkway</strong>’s hospitals. I am glad that <strong>Parkway</strong> has<br />
played a role in educating and grooming these<br />
vibrant minds for their chosen careers.<br />
I am also pleased that our people are recognised<br />
as the best in their fields. Two of our nursing staff,<br />
Ms Lisa Chong Ah Yoke and Ms Rahmah bte Mohd<br />
Shariff, received the Healthcare Humanity Award,<br />
recognising their dedication to their work.<br />
At the <strong>2006</strong> Excellent Service Awards (EXSA),<br />
<strong>Parkway</strong> won 282 awards. The award recognises<br />
outstanding service, seeks to develop service<br />
models for staff to emulate and creates service<br />
champions to inspire dedicated and professional<br />
services.<br />
Growing our technological capabilities<br />
To further our leadership in delivering clinical<br />
excellence with high-end, specialised treatments,<br />
we have invested and continue to invest in proven<br />
medical technologies from around the globe.<br />
In <strong>2006</strong>, <strong>Parkway</strong> became the first hospital in<br />
South Asia to launch the TomoTherapy Hi-Art<br />
system, which delivers more effective and precise<br />
cancer treatment, while reducing side effects<br />
commonly associated with traditional methods of<br />
treatments.<br />
We are also the first private healthcare operator<br />
in Singapore to provide an enhanced ultrasound<br />
device for safer cataract surgery. Our off-site<br />
Central Sterilisation Supply Department, the first<br />
of its kind in Southeast Asia, is equipped with<br />
state-of-the-art technology to ensure the highest<br />
level of clinical and hygiene standards for our<br />
doctors and patients.<br />
Besides medical technology, we are also further<br />
integrating our management systems across our<br />
divisions. An integrated platform will strengthen<br />
our administrative efficiency and patient service<br />
quality. Patients can look forward to increased<br />
convenience and improved service experiences as<br />
we continue to streamline our facilities, services<br />
and treatment procedures.<br />
Growing beyond Singapore<br />
Since our inception, <strong>Parkway</strong> has established a firm<br />
base of operations in Singapore. Our facilities here<br />
are recognised for bearing the highest standard<br />
of clinical care and service excellence, and we<br />
are known as the provider of high-end, specialist<br />
healthcare.<br />
With this strong heritage, we intend to continue<br />
establishing our presence overseas. Work has<br />
already begun on furthering our growth offshore.<br />
In Shanghai, we have opened a 32,000 squarefoot<br />
ambulatory surgical centre. The Shanghai<br />
Gleneagles International Medical and Surgical<br />
Centre specialises in healthcare services such as<br />
health screenings, aesthetics, dental work, and<br />
obstetrics and gynaecology. Our Apollo Gleneagles<br />
Hospital in India is doing well, with a 28.3%<br />
increase in revenue over the last year. Our Brunei<br />
facility, the Gleneagles JPMC Cardiac Centre, has<br />
seen a 24.2% year-on-year increase in revenue as<br />
well. Our entry into <strong>Pantai</strong> Holdings, one of the<br />
largest healthcare groups in Malaysia, has allowed<br />
us opportunities to re-engineer processes and<br />
achieve operational efficiency, and I hope to see<br />
good results arising from our efforts.<br />
The current momentum in growth of our offshore<br />
interests, together with our local flagships and<br />
facilities, will see <strong>Parkway</strong> growing into a global<br />
healthcare player, delivering value-based services<br />
to an increasing number of patients worldwide.<br />
<strong>Parkway</strong> is also reaching out to the region beyond<br />
the scope of business, by offering our medical<br />
expertise in times of disaster. In June <strong>2006</strong>, we sent<br />
a team of doctors, nurses and paramedical staff<br />
to Yogyakarta, Indonesia, to provide humanitarian<br />
aid to earthquake victims. I am proud that <strong>Parkway</strong><br />
continues to be an organisation that cares, not<br />
just for patients who come through our doors, but<br />
also for communities who require our help.<br />
A note of appreciation<br />
I would like to thank the staff, nurses and doctors<br />
at <strong>Parkway</strong>, who renew their commitment and<br />
dedication every single day, in order to provide<br />
the highest level of care and treatment to our<br />
patients.<br />
To my colleagues and business associates, I deeply<br />
appreciate the support shown as we continue our<br />
drive to serve our patients better.<br />
As <strong>Parkway</strong> ventures into 2007, with renewed<br />
confidence and strength, I look forward to sharing<br />
with you our continued growth and progress.<br />
Dr Lim Cheok Peng<br />
Managing Director<br />
PARKWAY HOLDINGS LIMITED<br />
<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
GLOBAL PRESENCE<br />
Canada<br />
Russia<br />
USA<br />
China<br />
Egypt<br />
United<br />
Arab<br />
Emirates<br />
Pakistan<br />
India<br />
Bangladesh<br />
Myanmar<br />
Thailand<br />
Vietnam<br />
Cambodia<br />
Philippines<br />
Nigeria<br />
Sri Lanka<br />
Malaysia<br />
Brunei<br />
SINGAPORE<br />
Indonesia<br />
Hospitals & Medical Centres<br />
IPAC (International Patient<br />
Assistance Centre)<br />
10<br />
HOSPITALS AND MEDICAL CENTRES<br />
Singapore<br />
Mount Elizabeth Hospital<br />
No. of beds: 505<br />
Gleneagles Hospital<br />
No. of beds: 380<br />
East Shore Hospital<br />
No. of beds: 123<br />
Brunei<br />
Gleneagles JPMC Cardiac Centre,<br />
Brunei<br />
No. of beds: 20<br />
China<br />
Shanghai Gleneagles International<br />
Medical and Surgical Centre<br />
India<br />
Apollo Gleneagles Hospital,<br />
Kolkata<br />
No. of beds: 325<br />
Malaysia<br />
Gleneagles Intan Medical Centre,<br />
Kuala Lumpur<br />
No. of beds: 330<br />
Gleneagles Medical Centre, Penang<br />
No. of beds: 212<br />
<strong>Pantai</strong> Medical Centre, Kuala Lumpur<br />
No. of beds: 328<br />
<strong>Pantai</strong> Cheras Medical Centre,<br />
Kuala Lumpur<br />
No. of beds: 139<br />
<strong>Pantai</strong> Klang Specialist Medical Centre,<br />
Klang<br />
No. of beds: 69<br />
Hospital <strong>Pantai</strong> Putri, Ipoh<br />
No. of beds: 121<br />
Hospital <strong>Pantai</strong> Mutiara, Penang<br />
No. of beds: 180<br />
Hospital <strong>Pantai</strong> Ayer Keroh, Melaka<br />
No. of beds: 250<br />
Hospital <strong>Pantai</strong> Indah, Kuala Lumpur<br />
No. of beds: 86<br />
Hospital <strong>Pantai</strong> Batu Pahat, Johor<br />
No. of beds: 50<br />
HEALTHCARE SERVICES DIVISION<br />
Primary Healthcare<br />
GP Services<br />
No. of clinics: 42<br />
Dental Services<br />
No. of clinics: 3<br />
Diagnostic Services<br />
Radiology Services<br />
Medi-Rad Associates<br />
No. of clinics: 7<br />
Laboratory Services<br />
<strong>Parkway</strong> Laboratory Services<br />
No. of laboratories: 4<br />
Clinical Research<br />
Gleneagles CRC HQ<br />
Consultancy Services<br />
Hospital Development<br />
Hospital Management<br />
IPAC (INTERNATIONAL PATIENT<br />
ASSISTANCE CENTRE)<br />
Singapore: 1<br />
Bangladesh: 3<br />
Chittagong<br />
Dhaka<br />
Sylhet<br />
Brunei Darussalam: 2<br />
Cambodia:1<br />
Phnom Penh<br />
Canada: 1<br />
Vancouver<br />
China: 1<br />
Shanghai<br />
Egypt:1<br />
Cairo<br />
India: 4<br />
Chennai<br />
Mumbai<br />
New Delhi<br />
Punjab<br />
Indonesia: 17<br />
Balikpapan<br />
Bandung<br />
Batam<br />
Jakarta: 2<br />
Makassar<br />
Manado<br />
Malang<br />
Medan<br />
Padang<br />
Palembang<br />
Pekan Baru<br />
Pontianak<br />
Semarang<br />
Solo<br />
Surabaya<br />
Yogyakarta<br />
Malaysia: 4<br />
Johor Bahru<br />
Kota Kinabalu<br />
Kuala Lumpur<br />
Kuching<br />
Myanmar: 1<br />
Yangon<br />
Nigeria: 1<br />
Lagos<br />
Pakistan: 3<br />
Islamabad<br />
Karachi<br />
Lahore<br />
Philippines: 1<br />
Manila<br />
Russia: 1<br />
Vladivostok<br />
Sri Lanka: 1<br />
Colombo<br />
Thailand: 1<br />
Bangkok<br />
United Arab Emirates: 1<br />
Abu Dhabi<br />
USA: 1<br />
New Mexico<br />
Vietnam: 3<br />
Hanoi<br />
Ho Chi Minh<br />
Da Nang<br />
11<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
OPERATIONS REVIEW<br />
Review of operations in <strong>2006</strong><br />
CULTIVATING STRENGTHS,<br />
CREATING SUCCESS<br />
The TomoTherapy Hi-Art System delivers highly accurate radiation<br />
doses with precision.<br />
12<br />
Integrating our services<br />
At <strong>Parkway</strong> we believe in providing our patients with integrated, holistic treatment experiences. Apart<br />
from offering a pleasant and soothing environment, we also ensure our patients are attended to by<br />
caring and understanding staff. In <strong>2006</strong>, we began streamlining our facilities and services, including<br />
<strong>Parkway</strong>’s support services to bring patients greater convenience and improved service experiences.<br />
With integration, doctors will also engage in deeper sharing of knowledge and experiences; patients will<br />
benefit from the synergy achieved and have more treatment options available. Our effort to integrate<br />
our services resulted in the establishment of comprehensive care centres such as the Mount Elizabeth<br />
Diabetes Care Centre, <strong>Parkway</strong> Cancer Centre and <strong>Parkway</strong> Liver Centre.<br />
The <strong>Parkway</strong> Cancer Centre aims to provide patients with quality cancer care by bringing together<br />
specialist physicians, nurses, other medical professionals and pastoral care counsellors. The highly<br />
skilled, multidisciplinary team deploys the latest proven technology in cancer diagnostics and treatment,<br />
affording patients easy access to personalised services for their conditions, including laboratory services,<br />
under one roof.<br />
We have also established the Mount Elizabeth Diabetes Care Centre, a one-stop centre for the management<br />
of diabetes and diabetes related diseases, at a cost of $800,000. The Centre offers treatment from prediabetes<br />
stage to fully-developed diabetes, including diabetes-related complications. The Diabetes Care<br />
Centre provides a holistic approach to the management of diabetes. Specialist teams comprising the<br />
presiding doctor, diabetes nurse, dietician, podiatrist, psychologist, exercise trainer are among those<br />
providing quality integrated care for patients.<br />
The <strong>Parkway</strong> Liver Centre, located at Gleneagles Hospital, was set up in November <strong>2006</strong> at the cost of<br />
$3.0 million. The Liver Centre features a dedicated intensive care unit and is the first fully integrated<br />
facility for liver transplant and treatment in Asia. Patients at the Liver Centre receive comprehensive<br />
tertiary care, supported by a dedicated team of professionals, with extensive experience in critical care,<br />
liver transplantation and liver disease.<br />
13<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
In surgery, the sterilisation of equipment is vital to ensure the finest<br />
clinical outcomes.<br />
Highly skilled, multidisciplinary teams deploy the latest proven<br />
technology.<br />
<strong>Parkway</strong> Laboratory Services located at Ayer Rajah in Singapore<br />
provides a full spectrum of laboratory support to the Group’s<br />
hospitals and other clients.<br />
In addition to providing high-end medical services, the staff at<br />
Shanghai Gleneagles International Medical and Surgical Centre are<br />
also dedicated to service excellence with a local touch.<br />
14<br />
In December <strong>2006</strong>, the Central Sterilisation<br />
Supply Department (“CSSD”) became the first in<br />
Southeast Asia to be located off the hospital site.<br />
In surgery, the sterilisation of equipment is a very<br />
vital element in ensuring finest clinical outcomes<br />
through effective infection control. The 12,000<br />
square-foot off-site facility with automated<br />
systems, designed for efficiency and productivity,<br />
is fully compliant with international standards.<br />
A unique feature is the system’s ability to<br />
accurately track all instruments sent to the facility<br />
for sterilisation through real time documented<br />
processes. Through automation, the CSSD aims<br />
to improve operational efficiency, lower costs<br />
over time and more importantly, provide and<br />
maintain the highest standards of sterilisation for<br />
instruments used in clinical procedures. In addition,<br />
the CSSD is an advanced training academy for<br />
infection control in Southeast Asia. This facility will<br />
help <strong>Parkway</strong> reinforce and educate staff on the<br />
correct practices for disinfection and sterilisation,<br />
instrument logistics management, and quality<br />
control. The CSSD is an important part of the<br />
ongoing plan to develop expertise in healthcare<br />
support services while streamlining our support<br />
operations.<br />
To achieve the finest clinical outcomes for our<br />
patients, we are creating structured clinical<br />
programmes, where patients and their conditions<br />
will be cared for in a seamless manner. Facilities,<br />
processes and services will be integrated; there<br />
will be performance measures and benchmarks,<br />
including professional reviews, put in place, to<br />
deliver excellent clinical results for our patients.<br />
Some of these clinical programmes include Heart<br />
and Vascular, Oncology, Transplant and Cellular<br />
Therapy, Neuroscience, Women and Children,<br />
Musculoskeletal, Surgery and Chronic Disease<br />
Management.<br />
Deploying advanced technology<br />
Our commitment to constantly improve clinical<br />
expertise is demonstrated by deploying proven<br />
advanced technologies that provide patients<br />
with more effective treatment pathways that are<br />
reliable and life-saving.<br />
To provide patients with precise and safe radiation<br />
treatment for cancer, <strong>Parkway</strong> invested $7.0<br />
million in the TomoTherapy Hi-Art System which is<br />
located at the Oncology Centre in Mount Elizabeth<br />
Hospital. Being the first in South Asia to deploy<br />
this most advanced integrated cancer treatment<br />
system in the world, <strong>Parkway</strong>’s doctors now have<br />
a system that delivers highly accurate radiation<br />
doses with precision, and advanced diagnostic<br />
imaging that captures moment-by-moment<br />
images of targeted tumor immediately before<br />
and after treatment. The benefits to our cancer<br />
patients include faster, more effective treatment<br />
with fewer side effects.<br />
<strong>Parkway</strong> is the only healthcare provider in Singapore<br />
to offer an improved ultrasound device for safer<br />
cataract surgery. Patients who have experienced<br />
treatment using our new device reported minimal<br />
post-surgery discomfort. The ultrasound probe<br />
device located at Gleneagles Hospital, produces<br />
less heat than older probes and thus, risk of<br />
injury to the cornea or other parts of the eye is<br />
reduced.<br />
We have also begun plans to revamp our<br />
information technology (“IT”) system. In 2007, we<br />
have several project plans in place to propel the<br />
Group forward. The $6.0 million agreement with<br />
Tata Consultancy Services (TCS), one of the world’s<br />
largest IT services provider, will see an integration<br />
and overhaul of IT platforms across the Group.<br />
With the system upgrade, patients in <strong>Parkway</strong> will<br />
experience a seamless level of care, regardless of<br />
which facility they are in. The new platform will be<br />
more versatile and enable enhancements as well<br />
as improve healthcare medical information system<br />
upgrades over time.<br />
With improved integration across our IT platforms,<br />
we will bring our patients increased convenience,<br />
efficiency and service quality. In addition, our<br />
staff will also benefit from the enhanced system,<br />
including having the ability to perform their duties<br />
more efficiently and having access to better skills<br />
development programmes.<br />
Growing the business<br />
With a firm base of operations established here<br />
in Singapore, <strong>Parkway</strong> is setting its sights further,<br />
and has begun plans to provide value-based<br />
healthcare to a wider audience. We regard this as<br />
a great privilege and responsibility to care for our<br />
patients whose well being we have been entrusted<br />
with. The <strong>Parkway</strong> commitment to standards<br />
will continue to be maintained as we expand<br />
our operations. Our growth initiatives include<br />
enhancing our clinical programmes to leverage<br />
on local and overseas patients through new<br />
strategic marketing partnerships. Our investment<br />
in innovative, proven technology, remains an<br />
integral part of our strategy for growth.<br />
In addition, the Group will also establish new<br />
facilities and upgrade existing facilities to<br />
complement our clinical programmes. A good<br />
example is the planned <strong>Parkway</strong> Children’s Centre<br />
to be set up at East Shore Hospital in the second<br />
quarter of 2007. Together with the <strong>Parkway</strong> Cancer<br />
Centre, the <strong>Parkway</strong> Children’s Centre will further<br />
enhance the Oncology clinical programme.<br />
We also continue to seek new ventures and<br />
partnerships across the region and the world. The<br />
Shanghai Gleneagles International Medical and<br />
Surgical Centre has been established at the cost<br />
of $10 million and is expected to be operational<br />
in the first half of 2007. A joint venture with<br />
Shanghai Huashan Hospital, one of Shanghai’s<br />
premier hospitals, the Centre will provide high-end<br />
medical care to the local and foreign community<br />
in Shanghai.<br />
In April <strong>2006</strong>, our primary healthcare arm, <strong>Parkway</strong><br />
Shenton, began operations of an aesthetics clinic<br />
in Ho Chi Minh, Vietnam. This venture aims to<br />
cater to the growing aesthetics needs of the local<br />
and expatriate community.<br />
15<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
The number of <strong>Parkway</strong>’s international patient<br />
assistance centres grew to over 45 worldwide with<br />
two more set up in Cairo, Egypt and Lagos, Nigeria.<br />
More such centres are planned for emerging and<br />
growth markets such as India, Russia and Saudi<br />
Arabia.<br />
<strong>Parkway</strong> won 282 awards. The award recognises outstanding service,<br />
seeks to develop service models for staff to emulate and creates<br />
service champions to inspire dedicated and professional services.<br />
Also in August <strong>2006</strong>, <strong>Parkway</strong> established a<br />
joint venture known as <strong>Pantai</strong> Irama Ventures<br />
Sdn Bhd with Khazanah Nasional Berhad - the<br />
investment arm of the Malaysian government.<br />
<strong>Parkway</strong> plans to provide hospital operating and<br />
management expertise to <strong>Pantai</strong> Holdings while<br />
pursuing growth opportunities in the hospital and<br />
healthcare services business in Malaysia through<br />
<strong>Pantai</strong> Irama Ventures Sdn Bhd.<br />
Extending care to the community, both locally and around the region.<br />
A team of doctors, nurses and ground support staff were despatched to<br />
render medical aid in Yogyakarta after a powerful earthquake struck.<br />
Recognition<br />
Joint Commission International (JCI)<br />
Accreditation<br />
Two of our premier hospitals, Gleneagles Hospital<br />
and Mount Elizabeth Hospital were both awarded<br />
with Joint Commission International accreditation<br />
in May and June <strong>2006</strong> respectively. The Joint<br />
Commission International, based in United States, is<br />
an independent accreditation body for international<br />
healthcare and quality improvement with standards<br />
based on international consensus. Having the<br />
accreditation demonstrates <strong>Parkway</strong>’s commitment<br />
to delivering quality, safe and efficient patient care.<br />
Singapore Excellent Service Award (EXSA)<br />
In recognition of <strong>Parkway</strong>’s belief in service<br />
excellence and continuous training, 282 staff from<br />
East Shore Hospital, Gleneagles Hospital and Mount<br />
Elizabeth Hospital received the EXSA.<br />
Humanitarian Awards<br />
Two of <strong>Parkway</strong>’s staff, Ms Lisa Chong Ah Yoke<br />
and Ms Rahmah bte Mohd Shariff, received the<br />
prestigious Healthcare Humanity Award from<br />
Health Minister Mr Khaw Boon Wan, in June <strong>2006</strong>.<br />
The awards are in recognition of their courage,<br />
compassion and dedication as healthcare workers.<br />
Ms Chong and Ms Rahmah are active volunteers<br />
and have participated in various humanitarian relief<br />
missions around the region.<br />
While nurturing our offshore growth strategy,<br />
homegrown interests will continue to feature<br />
importantly. To meet specific treatment capacity<br />
needs, Mount Elizabeth Hospital was renovated to<br />
include a new intensive care unit with 10 beds to<br />
cater to growing bone marrow transplant patient<br />
numbers. In addition, at Gleneagles Hospital,<br />
a new ward with 18 beds for liver patients was<br />
opened in November <strong>2006</strong>. The <strong>Parkway</strong> Liver<br />
Centre and the Asian Centre for Liver Disease and<br />
Transplantation (“ACLDT”) successfully performed<br />
85 liver transplant cases to date and has leading<br />
reputation for living donor liver transplants. Our<br />
expertise in stem cell therapy continues to grow<br />
with 85 stem cell transplant cases performed to<br />
date. These initiatives and successes demonstrate<br />
our commitment to use proven approaches<br />
to achieve the best clinical outcomes for our<br />
patients.<br />
Caring for the region<br />
<strong>Parkway</strong> believes strongly in caring for the<br />
community, both locally and around the region.<br />
Our success today propels us further in our<br />
humanitarian and social responsibility efforts.<br />
Over the past 11 years, the Group’s hospitals<br />
hold their annual Christmas Light-up and Charity<br />
drive to collect funds for various local charity<br />
beneficiaries.<br />
In May <strong>2006</strong>, when a powerful earthquake struck<br />
Yogyakarta in Indonesia causing widespread<br />
damage to the city infrastructure, medical support<br />
was severely disrupted. <strong>Parkway</strong> immediately<br />
responded by assembling a team of doctors, nurses<br />
and ground support staff who were dispatched<br />
to render emergency medical care there. The 17<br />
strong team, comprising seven doctors, seven<br />
nurses and three support staff, spent six days<br />
performing surgery in hospitals and treating<br />
victims at various disaster sites.<br />
<strong>Parkway</strong>’s commitment to support humanitarian<br />
efforts in the region continued after the 2004<br />
December tsunami catastrophe when we partnered<br />
with Mercy Relief missions to provide medical aid<br />
to the affected areas in 2005. The Group also<br />
provided medical relief and humanitarian aid to<br />
the earthquake victims in Pakistan in 2005.<br />
Poised for the future<br />
Strategies are now in place to take <strong>Parkway</strong> to<br />
the next level as the global leader in value-based<br />
integrated healthcare. From <strong>Parkway</strong>’s global<br />
medical hub based in Singapore, the Group aims<br />
to continue its reach to new markets, through<br />
medical value travel, regional expansion and<br />
new acquisitions. <strong>Parkway</strong> remains committed<br />
to spread the same standard of clinical care and<br />
service excellence to the global community.<br />
Moving forward, <strong>Parkway</strong> has plans to establish<br />
several new facilities to add to our repertoire<br />
of capabilities that include a day surgery and<br />
specialist centre in the heart of Singapore and<br />
a new radiology clinic. These new facilities will<br />
enhance our treatment expertise and provide<br />
integrated support for our clinical programmes.<br />
The Group continues to see strong demand in<br />
the existing facilities and expects good growth<br />
potential from overseas investments such as<br />
Shanghai’s medical centre. These new ventures<br />
take time to be established and start-up expenses<br />
are expected to be incurred in the short term as<br />
<strong>Parkway</strong> pursues opportunities for future growth.<br />
To meet the challenges of the rising tide of global<br />
competition in healthcare, <strong>Parkway</strong> will continue<br />
to develop greater synergies within the Group,<br />
create and enhance shareholder value, and<br />
measure performance through benchmarks across<br />
our operations.<br />
16<br />
17<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Financial Highlights<br />
Review of financials in <strong>2006</strong><br />
Group Consolidated Statements<br />
Profit and Loss Account<br />
Revenue<br />
Healthcare 864,508 560,876 416,232 350,620 328,744<br />
Others 3,496 2,740 2,797 4,343 12,804<br />
<strong>2006</strong><br />
$’000<br />
2005 #<br />
$’000<br />
2004 #<br />
$’000<br />
2003 #<br />
$’000<br />
2002 #<br />
$’000<br />
868,004 563,616 419,029 354,963 341,548<br />
Earnings before interest expense, tax, depreciation and amortisation<br />
(EBITDA) ~ 189,641 141,939 112,750 86,860 89,556<br />
% of revenue 21.8% 25.2% 26.9% 24.5% 26.2%<br />
Earnings before interest expense, tax and exceptional items (EBIT) ~ 129,377 101,330 77,641 55,137 58,892<br />
% of revenue 14.9% 18.0% 18.5% 15.5% 17.2%<br />
Earnings after tax and minority interests but before exceptional items 66,955 63,344 51,945 34,988 33,301<br />
% of revenue 7.7% 11.2% 12.4% 9.9% 9.8%<br />
Profit attributable to equity holders of the Company 55,283 61,969 50,463 33,608 33,301<br />
% of revenue 6.4% 11.0% 12.0% 9.5% 9.8%<br />
REAPING REWARDS,<br />
STRIVING BEYOND<br />
Balance Sheet<br />
Total Assets 1,231,403 1,344,042 975,889 852,912 867,464<br />
Net Borrowings 354,570 367,497 222,780 260,780 262,215<br />
Total Shareholders’ Funds 423,928 415,517 425,027 430,500 427,970<br />
Profitability Ratios (%):<br />
Return on Shareholders’ Funds<br />
Before exceptional items 15.8 15.2 12.2 8.1 7.8<br />
After exceptional items 13.0 14.9 11.9 7.8 7.8<br />
Return on Assets<br />
Before exceptional items 5.4 4.7 5.3 4.1 3.8<br />
After exceptional items 4.5 4.6 5.2 3.9 3.8<br />
Gearing Ratio:<br />
Net debt equity ratio 0.84 0.88 0.52 0.61 0.61<br />
Per Share Data:<br />
Earnings per share ($)<br />
Before exceptional items 0.09 0.09 0.07 0.05 0.05<br />
After exceptional items 0.08 0.09 0.07 0.05 0.05<br />
Gross dividend ($) + 0.2225* 0.105 0.09 0.06 0.05<br />
Net tangible asset backing per share ($) 0.35 0.32 0.54 0.55 0.55<br />
Net asset value backing per share ($) 0.55 0.57 0.59 0.60 0.59<br />
~ Earnings before exceptional items, exchange differences and share of results of associates.<br />
# Certain comparative figures from FY2002 to FY2005 have been restated and reclassified for comparative purposes due to adoption of<br />
new and revised accounting standards as well as change in accounting treatment for joint ventures.<br />
+ Gross dividend comprises interim dividend declared during the year and final dividend proposed by directors in respect of that financial<br />
year under review.<br />
* Includes special dividend of 11.25 cents per share less tax paid in respect of year <strong>2006</strong>.<br />
18<br />
19<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
FINANCIAL REVIEW<br />
Review of financials in <strong>2006</strong><br />
in $’m<br />
Highlights<br />
• Group Revenue soared 54% to $868.0 million<br />
• EBITDA grew 34% to $189.6 million<br />
• Rewarded shareholders with special cash dividend<br />
and rights issue exercise<br />
Revenue by Business Segment<br />
350.0<br />
300.0<br />
250.0<br />
200.0<br />
150.0<br />
100.0<br />
50.0<br />
0<br />
356.3<br />
300.3<br />
Singapore<br />
Hospitals<br />
239.2<br />
116.1<br />
International<br />
Hospitals<br />
<strong>2006</strong> 2005<br />
269.1<br />
144.5<br />
Healthcare<br />
Services<br />
3.5<br />
2.7<br />
Others<br />
Growing consistently<br />
Consolidated total revenue of the Group for<br />
FY<strong>2006</strong> soared 54% to $868.0 million, compared<br />
with $563.6 million in the previous fiscal year.<br />
Similarly, the Group’s EBITDA climbed 34% to<br />
$189.6 million, from $141.9 million in FY2005.<br />
<strong>Pantai</strong> Holdings Berhad (“<strong>Pantai</strong>”), acquired in<br />
end 3Q 2005, accounted for approximately 35%<br />
in revenues and 29% in EBITDA of the Group for<br />
FY<strong>2006</strong>, contributing positively to the healthy<br />
growth to the Group’s International Hospitals and<br />
Healthcare Services Divisions. Net profit excluding<br />
exceptional item and exchange losses was $70.1<br />
million, an increase of 11% from $62.9 million in the<br />
previous fiscal year. The Group achieved this strong<br />
operational performance despite expenditure<br />
incurred from investing in future growth in the<br />
region as a result of improved performances across<br />
all core healthcare operations with continuing<br />
focus on delivering more sophisticated and higher<br />
value-added services.<br />
Including exceptional item and exchange losses,<br />
the Group’s net profit was $55.3 million, an 11%<br />
reduction from FY2005. This was mainly due to<br />
the exceptional item of the impairment loss of<br />
$11.7 million on available-for-sale financial assets<br />
relating to the Group’s investment in Auric Pacific<br />
Group Limited.<br />
The Group’s Singapore Hospitals Division,<br />
comprising of Mount Elizabeth Hospital,<br />
Gleneagles Hospital and East Shore Hospital,<br />
delivered $356.3 million in revenue for FY<strong>2006</strong>,<br />
a 19% increase compared with $300.3 million in<br />
FY2005. The Division’s EBITDA also grew 17% in<br />
the same period to reach $103.7 million, compared<br />
with $88.3 million in the previous financial year.<br />
The growth was largely driven by the continuing<br />
focus on the development of clinical programmes<br />
which resulted in an increase in higher revenue<br />
intensity cases and higher utilisation of outpatient<br />
services such as diagnostic services and cancer<br />
treatments.<br />
The Group experienced tremendous growth from<br />
our International Hospitals Division as well. The<br />
Division includes our facilities in Malaysia, Brunei<br />
and India. Revenue climbed 106% from $116.1<br />
million in FY2005 to $239.2 million in FY<strong>2006</strong>.<br />
EBITDA grew at a similar pace rising 69% to reach<br />
$35.6 million in FY<strong>2006</strong>. All international hospitals<br />
performed well in FY<strong>2006</strong>, delivering an increase<br />
in revenue and admissions. With the restructuring<br />
of our interests in Malaysia completed, <strong>Parkway</strong><br />
had ceased to consolidate <strong>Pantai</strong> as a subsidiary<br />
and commencing 4Q <strong>2006</strong> had proportionately<br />
consolidated <strong>Pantai</strong>’s contributions instead. We<br />
will integrate <strong>Pantai</strong>’s hospitals within existing<br />
operations and realign teams for increased synergy.<br />
The partnership with Khazanah serves as a strong<br />
platform to capitalise on the growing healthcare<br />
opportunities in Malaysia.<br />
Revenue from our Healthcare Services Division rose<br />
86% from $144.5 million in FY2005 to $269.1<br />
million in FY<strong>2006</strong>. EBITDA increased by 54%,<br />
from $31.0 million in FY2005 to $47.7 million in<br />
FY<strong>2006</strong>. Despite increased business development<br />
activities and expenditure incurred in new start-up<br />
clinics and facilities in Singapore and the region<br />
such as Shanghai and Vietnam, the division<br />
continued to show healthy growth in revenues<br />
and EBITDA largely fuelled by contributions from<br />
<strong>Pantai</strong>’s healthcare services in Malaysia, and the<br />
growth in the Singapore radiology and laboratory<br />
businesses. To provide patients with increased<br />
convenience, the <strong>Parkway</strong> Shenton group opened<br />
new clinics and remained focused on corporate<br />
clients. Medi-Rad Associates continued adding<br />
and upgrading its spectrum of diagnostic imaging<br />
equipment. <strong>Parkway</strong> Laboratory Services delivered<br />
top-notch laboratory services and will continue to<br />
upgrade its facilities and expertise.<br />
Hospitals Statistics<br />
Number of Hospitals<br />
(at end of period)<br />
Singapore Hospitals<br />
2005 <strong>2006</strong> <strong>2006</strong> vs 2005<br />
3 3 0.0%<br />
Inpatient Admissions 49,980 48,193 -3.6%<br />
Number of Day Cases * 13,444 13,866 3.1%<br />
Average Length of Stay (days) 3.56 3.57 0.2%<br />
* Day Ward Admissions only<br />
Number of Hospitals<br />
(at end of period)<br />
in $’m<br />
EBITDA by Business Segment<br />
110.0<br />
100.0<br />
90.0<br />
80.0<br />
70.0<br />
60.0<br />
50.0<br />
40.0<br />
30.0<br />
20.0<br />
10.0<br />
0<br />
103.7<br />
88.3<br />
Singapore<br />
Hospitals<br />
35.6<br />
21.1<br />
International<br />
Hospitals<br />
International Hospitals<br />
2005 <strong>2006</strong> <strong>2006</strong> vs 2005<br />
11 11 0.0%<br />
Inpatient Admissions + 16,649 17,862 7.3%<br />
Average Length of Stay (days) + 3.37 3.49 3.6%<br />
Patient Days + 56,176 62,344 11.0%<br />
+<br />
Statistics on inpatient volume, average length of stay and patient days<br />
are those of Brunei and Penang hospitals only.<br />
<strong>2006</strong> 2005<br />
47.7<br />
31.0<br />
Healthcare<br />
Services<br />
2.7 1.5<br />
Others<br />
20<br />
21<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
CORPORATE INFORMATION<br />
<strong>Parkway</strong>’s earnings per share (EPS) 1 increased<br />
by 4.9% to $0.0901 compared to the previous<br />
financial year. The Group’s return on equity (ROE) 1<br />
was 15.8%, an improvement from 15.2% in<br />
FY2005. Net debt (inclusive of related hedging<br />
financial derivatives) was $361.2m and net debt<br />
equity ratio was 0.85 as at 31 December <strong>2006</strong>.<br />
Strong cashflows from healthcare operations<br />
have helped the Group retain an efficient capital<br />
structure.<br />
Reaping rewards<br />
The Group believes in sharing our growth with<br />
our stakeholders. With robust performance across<br />
all business segments, the Directors paid out<br />
aggregate interim quarterly dividends of $0.055<br />
per share less tax paid.<br />
In 3Q <strong>2006</strong>, the Group further announced a special<br />
cash dividend and rights issue exercise which<br />
was completed during the year. The exercise was<br />
held to reward our shareholders with a special<br />
cash dividend as well as provide shareholders<br />
with an option to re-invest their special dividend<br />
by subscribing for the rights shares. The special<br />
dividend also allowed us to pass on our tax credits<br />
available under Section 44A of the Income Tax Act<br />
(Cap. 134) to our shareholders.<br />
Shareholders were rewarded with a special cash<br />
dividend of $0.1125 per share less tax, as well as a<br />
rights issue of new ordinary shares at $1.80 each,<br />
for every 20 shares held. The aggregate amount<br />
of this special dividend is approximately $65.7<br />
million, net of tax.<br />
This rights issue strengthened the capital base of<br />
<strong>Parkway</strong>, and together with the special dividend,<br />
converted a portion of our accumulated profits<br />
into permanent share capital.<br />
With a strong finish for FY<strong>2006</strong>, the Directors<br />
recommended a final dividend of $0.055 per share<br />
less tax, generating a total of $0.11 of ordinary<br />
dividend per share less tax for FY<strong>2006</strong>.<br />
Earnings Per Share 1<br />
cents<br />
12.00<br />
9.00<br />
7.07<br />
6.00<br />
3.00<br />
2004<br />
Return On Equity 1<br />
20.0%<br />
16.0%<br />
12.2%<br />
12.0%<br />
8.0%<br />
4.0%<br />
0.0%<br />
2004<br />
8.59<br />
2005<br />
15.2%<br />
2005<br />
9.01<br />
<strong>2006</strong><br />
15.8%<br />
<strong>2006</strong><br />
BOARD OF DIRECTORS<br />
Richard Seow Yung Liang<br />
Chairman<br />
Sunil Chandiramani<br />
Vice Chairman<br />
Dr Lim Cheok Peng<br />
Managing Director<br />
Alain Ahkong Chuen Fah<br />
Non-executive Director<br />
Chang See Hiang<br />
Non-executive Director<br />
Timothy David Dattels<br />
Non-executive Director<br />
Ranvir Dewan<br />
Non-executive Director<br />
(Appointed on 8 March 2007)<br />
Ho Kian Guan<br />
Non-executive Director<br />
Dr Ronald Ling Jih Wen<br />
Non-executive Director<br />
Steven Joseph Schneider<br />
Non-executive Director<br />
(Appointed on 8 March 2007)<br />
Ashish Jaiprakash Shastry<br />
Non-executive Director<br />
David R White<br />
Non-executive Director<br />
(Resigned on 8 March 2007)<br />
Ho Kian Hock<br />
(Alternate Director to<br />
Ho Kian Guan)<br />
AUDIT COMMITTEE<br />
Alain Ahkong Chuen Fah<br />
Chairman<br />
Chang See Hiang<br />
Ho Kian Guan<br />
Ashish Jaiprakash Shastry<br />
MANAGEMENT COMMITTEE<br />
Dr Lim Cheok Peng<br />
Chairman<br />
Richard Seow Yung Liang<br />
Ashish Jaiprakash Shastry<br />
NOMINATING COMMITTEE<br />
Chang See Hiang<br />
Chairman<br />
Richard Seow Yung Liang<br />
Sunil Chandiramani<br />
Alain Ahkong Chuen Fah<br />
Timothy David Dattels<br />
REMUNERATION COMMITTEE<br />
Timothy David Dattels<br />
Chairman<br />
Richard Seow Yung Liang<br />
Sunil Chandiramani<br />
Ashish Jaiprakash Shastry<br />
SHARE OPTION SCHEME<br />
COMMITTEE *<br />
Timothy David Dattels<br />
Chairman<br />
Richard Seow Yung Liang<br />
Sunil Chandiramani<br />
Ashish Jaiprakash Shastry<br />
SHARE PURCHASE COMMITTEE<br />
Chang See Hiang<br />
Chairman<br />
Richard Seow Yung Liang<br />
Sunil Chandiramani<br />
STRATEGIC PLANNING<br />
COMMITTEE<br />
Richard Seow Yung Liang<br />
Chairman<br />
Dr Lim Cheok Peng<br />
Dr Ronald Ling Jih Wen<br />
Ashish Jaiprakash Shastry<br />
David R White<br />
(Resigned on 8 March 2007)<br />
REGISTERED OFFICE<br />
1 Grange Road #11-01<br />
Orchard Building<br />
Singapore 239693<br />
Tel: (65) 6796 0600<br />
www.parkwayholdings.com<br />
COMPANY SECRETARIES<br />
June Tay Kwok Fung<br />
Ho Li Li<br />
SHARE REGISTRAR<br />
M & C Services Private Limited<br />
138 Robinson Road #17-00<br />
The Corporate Office<br />
Singapore 068906<br />
Tel: (65) 6227 6660<br />
AUDITORS<br />
KPMG<br />
Certified Public Accountants<br />
Singapore<br />
16 Raffles Quay #22-00<br />
Hong Leong Building<br />
Singapore 048581<br />
Partner-In-Charge<br />
– Tay Puay Cheng<br />
PRINCIPAL BANKERS<br />
Citibank N.A., Singapore Branch<br />
1<br />
ROE and EPS are computed based on net profit attributable to<br />
shareholders before exceptional item.<br />
EXECUTIVE COMMITTEE<br />
Richard Seow Yung Liang<br />
Chairman<br />
Ho Kian Guan<br />
Ashish Jaiprakash Shastry<br />
Oversea-Chinese Banking<br />
Corporation Limited<br />
Standard Chartered Bank<br />
Sunil Chandiramani<br />
Dr Lim Cheok Peng<br />
Ashish Jaiprakash Shastry<br />
22<br />
* Dissolved on 9 November <strong>2006</strong><br />
23<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
BOARD OF DIRECTORS<br />
Mr Richard Seow Yung Liang<br />
Chairman<br />
Mr Alain Ahkong Chuen Fah<br />
Non-executive Director<br />
Mr Ranvir Dewan<br />
Non-executive Director<br />
Mr Steven Joseph Schneider<br />
Non-executive Director<br />
Mr Richard Seow Yung Liang Mr Sunil Chandiramani Dr Lim Cheok Peng<br />
Mr Alain Ahkong Chuen Fah Mr Chang See Hiang Mr Timothy David Dattels<br />
Mr Ranvir Dewan<br />
(Appointed on 8 March 2007)<br />
Mr Steven Joseph Schneider<br />
(Appointed on 8 March 2007)<br />
24<br />
Mr Ho Kian Guan<br />
Mr Ashish Jaiprakash Shastry<br />
Dr Ronald Ling Jih Wen<br />
Mr David R. White<br />
(Resigned on 8 March 2007)<br />
Mr Richard Seow has been<br />
the Chairman of the Board<br />
of <strong>Parkway</strong> Holdings and the<br />
Executive Committee since July<br />
2005. A former investment<br />
banker with over 16 years of<br />
industry experience, he was<br />
previously with Citigroup,<br />
Goldman Sachs and JP Morgan.<br />
Mr Seow is also a director of<br />
Twinwood Engineering Limited<br />
and Lee Hing Development<br />
Limited. Mr Seow is a member<br />
of the Singapore Sports Council<br />
and a Governor of the Anglo<br />
Chinese School.<br />
Mr Sunil Chandiramani<br />
Vice Chairman<br />
Mr Sunil Chandiramani is<br />
a Director and Partner of<br />
Symphony Group of companies<br />
which invest in Healthcare and<br />
other consumer businesses<br />
throughout the Asia Pacific<br />
region. Mr Chandiramani is<br />
a member of the Executive<br />
Committee and various other<br />
committees and sits on the<br />
boards of several companies.<br />
Dr Lim Cheok Peng<br />
Managing Director<br />
Dr Lim Cheok Peng is the<br />
Managing Director of <strong>Parkway</strong><br />
Holdings and he sits on the<br />
Executive Committee. Dr Lim<br />
has been steering the Group’s<br />
healthcare efforts since 1987<br />
and recently, has also been<br />
designated as the Group<br />
President and Chief Executive<br />
Officer. He is a cardiologist by<br />
profession.<br />
Mr Alain Ahkong is the<br />
Chairman of the Audit<br />
Committee of <strong>Parkway</strong><br />
Holdings. Currently a Director of<br />
Pioneer Management Services<br />
Pte Ltd, Mr Ahkong also<br />
holds directorships in several<br />
companies, including listed<br />
company, Twinwood Engineering<br />
Limited.<br />
Mr Chang See Hiang<br />
Non-executive Director<br />
Mr Chang See Hiang sits on<br />
various committees of <strong>Parkway</strong><br />
Holdings. An Advocate and<br />
Solicitor of the Supreme Court<br />
of Singapore, he is the Senior<br />
Partner of his own law firm,<br />
M/s Chang See Hiang and<br />
Partners. Mr Chang is a Director<br />
of Jardine Cycle & Carriage<br />
Limited, MCL Land Limited,Yeo<br />
Hiap Seng Limited, Singapore<br />
Technologies Aerospace Ltd,<br />
STT Communications Ltd and<br />
Honorary Secretary and member,<br />
Management Committee of the<br />
Singapore Turf Club.<br />
Mr Timothy David Dattels<br />
Non-executive Director<br />
Mr Timothy Dattels is<br />
a Managing Director of TPG<br />
Capital, L.P. Prior to joining TPG<br />
in 2002, Mr Dattels was<br />
a Managing Director of<br />
Goldman Sachs and led the<br />
firm’s investment banking<br />
business in Asia. Mr Dattels<br />
is a Director of Shenzhen<br />
Development Bank, SingTao<br />
News Corp. Limited, Shangri-La<br />
Asia Ltd and Primedia Inc.<br />
Mr Ranvir Dewan is a Fellow<br />
of the Institute of Chartered<br />
Accountants in England<br />
& Wales and a member of the<br />
Canadian Institute of Chartered<br />
Accountants. Mr Dewan joined<br />
TPG Capital (Singapore) Pte Ltd<br />
in July <strong>2006</strong> as Senior Advisor<br />
and is based in Singapore. From<br />
April 2000 to July <strong>2006</strong><br />
he was Executive Vice President<br />
and Chief Financial Officer of<br />
Standard Chartered First Bank<br />
(formerly Korea First Bank) in<br />
Seoul, Korea. Prior to that,<br />
Mr Dewan spent 13 years with<br />
Citibank and held various senior<br />
positions in its international<br />
businesses. Mr Dewan has also<br />
held senior positions with KPMG<br />
in Canada and England where<br />
he specialized in the audits of<br />
financial institutions. Mr Dewan<br />
serves on the board of Shriram<br />
Transport Finance Co. Ltd.<br />
Mr Ho Kian Guan<br />
Non-executive Director<br />
Mr Ho Kian Guan has been<br />
a director of <strong>Parkway</strong> Holdings<br />
since 1985. Mr Ho is also the<br />
Chairman of publicly-listed Keck<br />
Seng (Malaysia) Berhad whose<br />
principal activities include palm<br />
oil cultivation, the processing<br />
and refining of palm oil and real<br />
estate development.<br />
Dr Ronald Ling Jih Wen<br />
Non-executive Director<br />
Dr Ronald Ling trained as a<br />
medical doctor and subsequently<br />
worked as a management<br />
consultant with McKinsey & Co.<br />
in London, and as General<br />
Manager with <strong>Parkway</strong> Group<br />
Healthcare. Dr Ling is a Principal<br />
with the Symphony Group<br />
of companies which invest in<br />
Healthcare and other consumer<br />
businesses throughout the Asia<br />
Pacific region. He also sits on the<br />
Boards of Twinwood Engineering<br />
Limited in Singapore and Strides<br />
Arcolabs Limited in India.<br />
Mr Steven Schneider is a Partner<br />
& Managing Director of TPG<br />
Capital, Limited. Prior to joining<br />
TPG in 2005, Mr Schneider was<br />
the President & CEO of GE Asia-<br />
Pacific where he previously spent<br />
20 years at GE Company, 14 of<br />
which were in Asia. Mr Schneider<br />
is a Director of Hanaro Telecom,<br />
Myer Department Store and<br />
Sigma Manufacturing.<br />
Mr Ashish Jaiprakash Shastry<br />
Non-executive Director<br />
Mr Ashish Shastry is a Managing<br />
Director and Head of Southeast<br />
Asia at TPG Capital (Singapore)<br />
Pte Ltd. Mr Shastry has worked<br />
at TPG since 1998, during<br />
which time he has been based<br />
in Singapore and Hong Kong,<br />
focusing on TPG’s investment<br />
activities in India, Australia<br />
and Southeast Asia. He also<br />
serves on the board of Lee Hing<br />
Development Limited.<br />
Mr David R. White<br />
Non-executive Director<br />
Mr David White is the Chairman<br />
of the Board and Chief Executive<br />
Officer of Iasis Healthcare<br />
LLC, headquartered in the<br />
United States. Mr White was<br />
also previously Executive Vice<br />
President and Chief Executive<br />
Officer of Community Health<br />
Systems, Inc., a hospital<br />
management company that<br />
operated about 20 acute care<br />
hospitals in the United States.<br />
Mr Ho Kian Hock<br />
(alternate director to Mr Ho Kian<br />
Guan)<br />
25<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
2007 SENIOR MANAGEMENT<br />
Dr Lim Cheok Peng<br />
Group President and Chief<br />
Executive Officer<br />
Dr Lim Cheok Peng, 60, is the<br />
Managing Director of <strong>Parkway</strong><br />
Holdings and he sits on the<br />
Executive Committee. Dr Lim<br />
has been steering the Group’s<br />
healthcare efforts since 1987<br />
and recently, has also been<br />
designated as the Group<br />
President and Chief Executive<br />
Officer. Dr Lim is a cardiologist<br />
by profession and holds the<br />
following qualifications:<br />
MBBS (Singapore), M.Med.<br />
Int. Med (Singapore), MRCP<br />
(UK), FRCP (Edinburgh), FRCP<br />
(Glasgow), FAMS (Cardiology).<br />
Daniel James Snyder, FACHE<br />
Group Executive Vice President<br />
and Group Chief Operating<br />
Officer<br />
Dan Snyder, 52, was appointed<br />
as Group Chief Operating<br />
Officer on 19 June <strong>2006</strong> and<br />
was recently designated as<br />
Group Executive Vice President<br />
and Group Chief Operating<br />
Officer. Mr Snyder leads all<br />
healthcare operations within<br />
<strong>Parkway</strong>’s integrated healthcare<br />
system.<br />
Prior to joining <strong>Parkway</strong>,<br />
Mr Snyder served as the<br />
President of Banner Health’s<br />
Western Region. Based in<br />
Phoenix, Arizona, Mr Snyder<br />
led twelve hospitals across the<br />
western United States. Prior to<br />
Banner Health, he spent three<br />
years with the Intermountain<br />
Health Care, Salt Lake City,<br />
Utah, leading several hospitals<br />
across the Intermountain<br />
West of the United States.<br />
Prior to Intermountain Health<br />
Care, Mr Snyder served as<br />
a commissioned officer and<br />
healthcare executive in the<br />
United States Navy’s Medical<br />
Service Corps. Over the<br />
course of two decades, he led<br />
myriad hospital and healthcare<br />
operations around the world<br />
serving in Asia, Europe, the<br />
Middle East, Africa and the<br />
United States. Mr Snyder<br />
also served in multiple tours<br />
on the staff of the Chief of<br />
Naval Operations, Office of the<br />
Surgeon General, the Pentagon.<br />
In the Pentagon, Mr Snyder<br />
directed the strategic planning,<br />
programming, budgeting and<br />
operations for the Department<br />
of the Navy’s global integrated<br />
health system.<br />
Mr Snyder holds undergraduate<br />
(Southern Illinois University)<br />
and graduate (Webster<br />
University) degrees in hospital<br />
administration and a graduate<br />
degree in National Resource<br />
Strategy from the National<br />
Defense University, Washington,<br />
DC. Mr Snyder is a Fellow in the<br />
American College of Healthcare<br />
Executives having served as both<br />
a Regent and Governor for the<br />
college.<br />
Molly Foo<br />
Group Senior Vice President,<br />
Finance<br />
Molly Foo, 47, was appointed<br />
as Chief Financial Officer<br />
on 1 April 2003 and was<br />
recently designated as Senior<br />
Vice President, Finance/Chief<br />
Financial Officer. Ms Foo started<br />
with Mount Elizabeth Hospital<br />
in August 1993 and was the<br />
General Manager, Finance. Prior<br />
to this, Ms Foo was the Financial<br />
Controller for Mount Alvernia<br />
Hospital from 1990 to 1993.<br />
Ms Foo graduated with<br />
a Bachelor in Accountancy<br />
from the National University of<br />
Singapore.<br />
Choo Oi Yee<br />
Group Senior Vice President,<br />
Strategic Planning & Business<br />
Development<br />
Choo Oi Yee, 33, joined<br />
<strong>Parkway</strong> on 15 May <strong>2006</strong> and<br />
was recently designated as<br />
Group Senior Vice President,<br />
Strategic Planning & Business<br />
Development. Ms Choo is<br />
responsible for the formulation<br />
and implementation of<br />
<strong>Parkway</strong>’s business strategy and<br />
business development. Prior<br />
to joining <strong>Parkway</strong>, Ms Choo<br />
was an investment banker with<br />
Citigroup from 2000 to <strong>2006</strong>.<br />
She was with Arthur Anderson<br />
from 1996 to 1998.<br />
Ms Choo graduated with<br />
a Bachelor in Accountancy from<br />
the Nanyang Technological<br />
University of Singapore and<br />
holds an MBA from Manchester<br />
Business School.<br />
June Tay<br />
Group Senior Vice President,<br />
General Counsel<br />
June Tay, 52, was appointed as<br />
Group Legal Manager in 1996<br />
and was recently designated as<br />
Group Senior Vice President,<br />
General Counsel/Company<br />
Secretary. Ms Tay is responsible<br />
for legal and corporate<br />
secretarial matters as well as risk<br />
management for <strong>Parkway</strong> and<br />
its group of companies. Ms Tay<br />
joined <strong>Parkway</strong> Properties Pte<br />
Ltd in May 1981 as its Corporate<br />
Legal Officer and has been the<br />
Company Secretary of <strong>Parkway</strong><br />
since 1985.<br />
Ms Tay graduated with<br />
a Bachelor of Laws (Honours)<br />
from the University of Singapore.<br />
Bella Ong<br />
Group Senior Vice President,<br />
People Resource<br />
Bella Ong, 49, was appointed<br />
as General Manager, Human<br />
Resource on 1 October 1999<br />
and was recently designated<br />
as Group Senior Vice<br />
President, People Resource.<br />
Ms Ong is responsible for the<br />
Group’s human resource and<br />
development matters. Ms Ong<br />
started with Gleneagles Hospital<br />
as Senior Manager in September<br />
1994 and was subsequently<br />
promoted to General Manager,<br />
Human Resource.<br />
Ms Ong graduated with<br />
a Bachelor of Business in<br />
Business Administration and<br />
holds a Master of Human<br />
Resource Management from<br />
Rutgers University, The State<br />
University of New Jersey.<br />
Nellie Tang<br />
Chief Executive Officer,<br />
Mount Elizabeth Hospital<br />
Nellie Tang, 62, was appointed<br />
as General Manager, Mount<br />
Elizabeth Hospital on 1 July 1998<br />
and was recently designated as<br />
Chief Executive Officer, Mount<br />
Elizabeth Hospital. Mrs Tang<br />
is responsible for the general<br />
management and operations of<br />
the Hospital. Mrs Tang started<br />
with Mount Elizabeth Hospital<br />
in May 1981 and was Director<br />
of Nursing prior to her current<br />
appointment. In May <strong>2006</strong>,<br />
Mrs Tang was appointed<br />
Chairman of the Singapore<br />
Nursing Board.<br />
Mrs Tang holds a Master<br />
of Science in Healthcare<br />
Management from the University<br />
of Wales, UK.<br />
Dr Goh Jin Hian<br />
Chief Executive Officer,<br />
Gleneagles Hospital<br />
Dr Goh Jin Hian, 38, joined<br />
Gleneagles Hospital as General<br />
Manager on 1 April <strong>2006</strong> and<br />
was recently designated as Chief<br />
Executive Officer, Gleneagles<br />
Hospital. Dr Goh is responsible<br />
for the general management<br />
and operations of the Hospital.<br />
Dr Goh started with <strong>Parkway</strong><br />
Shenton on 1 April 1999 and<br />
was its Executive Director. Prior<br />
to joining <strong>Parkway</strong>, Dr Goh was<br />
with the Ministry of Health.<br />
Dr Goh graduated with a MBBS<br />
from the National University of<br />
Singapore and holds an MBA<br />
from the University of Hull, UK<br />
and completed the Advanced<br />
Management Programme at<br />
Wharton.<br />
Lim Poh Suan<br />
Divisional Vice President,<br />
Imaging Services and<br />
Chief Executive Officer,<br />
Medi-Rad Associates Ltd<br />
Lim Poh Suan, 54, was<br />
appointed as General Manager,<br />
Medi-Rad Associates Ltd on<br />
1 March 2002 and was recently<br />
designated as Divisional Vice<br />
President, Imaging Services and<br />
Chief Executive Officer,<br />
Medi-Rad Associates Ltd.<br />
Ms Lim is responsible for the<br />
general management and<br />
operations of the Group’s<br />
radiology and nuclear medicine<br />
services. Ms Lim started with<br />
Mount Elizabeth Hospital in<br />
July 1984 and was Head of<br />
Radiology with the Hospital prior<br />
to her current appointment.<br />
Ms Lim graduated with<br />
a Bachelor of Science in<br />
Economics from the University of<br />
London and holds a Diploma of<br />
the College of Radiographers.<br />
George Pusavat<br />
Divisional Vice President,<br />
Laboratory Services and<br />
Chief Executive Officer, <strong>Parkway</strong><br />
Laboratory Services Ltd.<br />
George Pusavat, 54, was<br />
appointed as General Manager,<br />
<strong>Parkway</strong> Laboratory Services Ltd<br />
on 1 July 1997 and was recently<br />
designated as Divisional Vice<br />
President, Laboratory Services<br />
and Chief Executive Officer,<br />
<strong>Parkway</strong> Laboratory Services<br />
Ltd. Mr Pusavat is responsible<br />
for the general management<br />
and operations of the Group’s<br />
laboratory services.<br />
Mr Pusavat graduated with<br />
a Bachelor of Science in<br />
Biochemistry from University of<br />
California at Los Angeles,<br />
a Bachelor of Science in Medical<br />
Technology from California<br />
State University and a Master<br />
of Business Administration<br />
from University of Southern<br />
California. He also holds a MT<br />
(ASCP) from American Society<br />
for Clinical Pathology and a CLS<br />
from State of California, USA.<br />
26<br />
27<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
CORPORATE DIRECTORY<br />
28<br />
PARKWAY HOLDINGS LIMITED<br />
Corporate Office<br />
PARKWAY HOLDINGS LIMITED<br />
1 Grange Road #11-01 Orchard Building<br />
Singapore 239693<br />
Tel: (65) 6796 0600<br />
Fax: (65) 6796 0634/5<br />
www.parkwayholdings.com<br />
Singapore Hospitals<br />
EAST SHORE HOSPITAL<br />
321 Joo Chiat Place<br />
Singapore 427990<br />
Tel: (65) 6344 7588<br />
Fax: (65) 6345 4966<br />
www.eastshore.com.sg<br />
GLENEAGLES HOSPITAL<br />
6A Napier Road<br />
Singapore 258500<br />
Tel: (65) 6473 7222<br />
Fax: (65) 6472 5816<br />
www.gleneagles.com.sg<br />
MOUNT ELIZABETH HOSPITAL<br />
3 Mount Elizabeth<br />
Singapore 228510<br />
Tel: (65) 6737 2666<br />
Fax: (65) 6737 1189<br />
www.mountelizabeth.com.sg<br />
International Hospitals and Medical<br />
Centres<br />
GLENEAGLES INTAN MEDICAL CENTRE,<br />
KUALA LUMPUR<br />
282 & 286 Jln Ampang<br />
50450 Kuala Lumpur<br />
Tel: (60-3) 4257 1300<br />
Fax: (60-3) 4257 9233<br />
www.gimc.com.my<br />
GLENEAGLES MEDICAL CENTRE, PENANG<br />
1 Jln Pangkor, 10050 Penang<br />
Malaysia<br />
Tel: (60-4) 227 6111<br />
Fax: (60-4) 226 2994<br />
www.gleneagles-penang.com<br />
APOLLO GLENEAGLES HOSPITAL, KOLKATA<br />
58 Canal Circular Road<br />
Kolkata 700 054<br />
India, West Bengal<br />
Tel: (91-33) 2320 5211-15<br />
Fax: (91-33) 2320 5184<br />
www.apollogleneagleshospitals.com<br />
GLENEAGLES JPMC, BRUNEI<br />
Jerudong Park, BG 3122<br />
Brunei, Darussalam<br />
Tel: (673) 261 1883<br />
Fax: (673) 261 1886<br />
www.gleneaglesjpmc.com.bn<br />
SHANGHAI GLENEAGLES INTERNATIONAL<br />
MEDICAL & SURGICAL CENTRE<br />
389 Nanjing West Road<br />
Tomorrow Square, 4th Floor<br />
Shanghai 200003. China<br />
Tel: (86) 21 6375 5588<br />
Fax: (86) 21 6375 5688<br />
Email: shanghai_mrc@parkwayholdings.net<br />
PANTAI MEDICAL CENTRE<br />
No. 8, Jln Bukit <strong>Pantai</strong><br />
59100 Kuala Lumpur<br />
Tel: (60-3) 2296 0888<br />
Fax: (60-3) 2282 1557<br />
Email: pmc@pantai.com.my<br />
PANTAI CHERAS MEDICAL CENTRE<br />
1, Jln 1/96A<br />
Taman Cheras Makmur<br />
56100 Kuala Lumpur<br />
Tel: (60-3) 9132 2022<br />
Fax: (60-3) 9132 0687<br />
Email: cpantai@tm.net.my<br />
PANTAI KLANG SPECIALIST MEDICAL<br />
CENTRE<br />
42, Jln Persiaran Raja Muda<br />
Musa<br />
41100 Klang, Selangor<br />
Tel: (60-3) 3372 5222<br />
Fax: (60-3) 3371 5705<br />
Email: infoklang@pantai.com.my<br />
HOSPITAL PANTAI PUTRI<br />
126, Jln Tambun<br />
31400 Ipoh, Perak<br />
Tel: (60-5) 548 4333<br />
Fax: (60-5) 545 1163<br />
Email: pantaihp@tm.net.my<br />
HOSPITAL PANTAI MUTIARA<br />
82, Jln Tengah<br />
Bayan Baru<br />
11900 Pulau Pinang<br />
Tel: (60-4) 643 3888<br />
Fax: (60-4) 643 2888<br />
Email: admin@hpm.com.my<br />
HOSPITAL PANTAI AYER KEROH<br />
No. 2418-1, KM 8<br />
Lebuh Ayer Keroh<br />
75450 Melaka<br />
Tel: (60-6) 231 9999<br />
Fax: (60-6) 231 3299<br />
Email: hpak@po.jaring.my<br />
HOSPITAL PANTAI INDAH<br />
Jln Perubatan 1<br />
Pandan Indah<br />
55100 Kuala Lumpur<br />
Tel: (60-3) 4289 2828<br />
Fax: (60-3) 4289 2829<br />
Email: hpi@pantai.com.my<br />
HOSPITAL PANTAI BATU PAHAT<br />
9S, Jln Bintang Satu, Taman Koperasi Bahagia<br />
83000 Batu Pahat, Johor<br />
Tel: (60-7) 433 8811 / 2228<br />
Fax: (60-7) 433 1881<br />
Email: admin@hpbp.com.my<br />
Key Healthcare Services<br />
GLENEAGLES CRC PTE LTD*<br />
111 Somerset Road<br />
#11-02, Singapore Power Building<br />
Singapore 238164<br />
Tel: (65) 6737 3642<br />
Fax: (65) 6471 3642<br />
www.gleneaglescrc.com<br />
PARKWAY LABORATORY SERVICES LTD*<br />
28 Ayer Rajah Crescent #03-08<br />
Singapore 139959<br />
Tel: (65) 6278 9188<br />
Fax: (65) 6248 5878<br />
www.parkwaylab.com.sg<br />
MEDI-RAD ASSOCIATES LTD*<br />
302 Orchard Road #18-01 Tong Building<br />
Singapore 238862<br />
Tel: (65) 6736 3538 ext 37<br />
Fax: (65) 6732 7776<br />
www.medirad.com.sg<br />
PARKWAY SHENTON PTE LTD*<br />
Cyberhub Building<br />
20 Bendemeer Road #01-02/06<br />
Singapore 339914<br />
Tel: (65) 6227 7777<br />
Fax: (65) 6225 3735<br />
www.parkwayshenton.com<br />
FOMEMA SDN BHD<br />
Lot G8 & G9, Level 5, Block G (Central)<br />
Pusat Bandar Damansara<br />
Damansara Heights<br />
50490 Kuala Lumpur<br />
Tel: (60-3) 2094 6188<br />
Fax: (60-3) 2094 6802<br />
www.fomema.com.my<br />
PANTAI MEDIVEST SDN BHD<br />
Mezzanine Floor, West Wing<br />
Bangunan Avenue<br />
No. 8 Jalan Damansara Endah<br />
Damansara Heights<br />
50490 Kuala Lumpur<br />
Tel: (60-3) 2092 1000<br />
Fax: (60-3) 2092 5000<br />
Email: custsvc@medivest.com.my<br />
PANTAI PREMIER PATHOLOGY SDN BHD<br />
3rd Floor, Block A, <strong>Pantai</strong> Medical Centre<br />
No. 8 Jalan Bukit <strong>Pantai</strong><br />
59100 Kuala Lumpur<br />
Tel: (60-3) 2282 8795<br />
Fax: (60-3) 2282 2131<br />
Email: admin@premierpathology.com.my<br />
IPAC (International Patient<br />
Assistance Centre)<br />
Singapore: 1<br />
Bangladesh: 3<br />
Chittagong<br />
Dhaka<br />
Sylhet<br />
Brunei Darussalam: 2<br />
Cambodia:1<br />
Phnom Penh<br />
Canada: 1<br />
Vancouver<br />
China: 1<br />
Shanghai<br />
Egypt:1<br />
Cairo<br />
India: 4<br />
Chennai<br />
Mumbai<br />
New Delhi<br />
Punjab<br />
Indonesia: 17<br />
Balikpapan<br />
Bandung<br />
Batam<br />
Jakarta: 2<br />
Makassar<br />
Manado<br />
Malang<br />
Medan<br />
Padang<br />
Palembang<br />
Pekan Baru<br />
Pontianak<br />
Semarang<br />
Solo<br />
Surabaya<br />
Yogyakarta<br />
Malaysia: 4<br />
Johor Bahru<br />
Kota Kinabalu<br />
Kuala Lumpur<br />
Kuching<br />
Myanmar: 1<br />
Yangon<br />
Nigeria: 1<br />
Lagos<br />
Pakistan: 3<br />
Islamabad<br />
Karachi<br />
Lahore<br />
Philippines: 1<br />
Manila<br />
Russia: 1<br />
Vladivostok<br />
Sri Lanka: 1<br />
Colombo<br />
Thailand: 1<br />
Bangkok<br />
United Arab Emirates: 1<br />
Abu Dhabi<br />
USA: 1<br />
New Mexico<br />
Vietnam: 3<br />
Hanoi<br />
Ho Chi Minh<br />
Da Nang<br />
* Corporate liaison office
financial REPORT<br />
DIRECTORS’ REPORT 30<br />
STATEMENT BY DIRECTORS 37<br />
INDEPENDENT AUDITORS’ REPORT 38<br />
BALANCE SHEETS 39<br />
CONSOLIDATED INCOME STATEMENTS 41<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 42<br />
CONSOLIDATED CASH FLOW STATEMENT 46<br />
NOTES TO THE FINANCIAL STATEMENTS 48<br />
SUPPLEMENTARY INFORMATION - SGX-ST LISTING MANUAL REQUIREMENTS 116<br />
ANALYSIS OF SHAREHOLDINGS 135<br />
NOTICE OF ANNUAL GENERAL MEETING 137<br />
PROXY FORM<br />
29<br />
ANNUAL REPORT <strong>2006</strong>
Directors’ report<br />
Directors’ report<br />
We are pleased to submit this annual report to the members of the Company together with the audited financial<br />
statements for the financial year ended 31 December <strong>2006</strong>.<br />
Directors<br />
The directors in office at the date of this report are as follows:<br />
Richard Seow Yung Liang<br />
Sunil Chandiramani<br />
Dr Lim Cheok Peng<br />
Alain Ahkong Chuen Fah<br />
Chang See Hiang<br />
Timothy David Dattels<br />
Ho Kian Guan<br />
Dr Ronald Ling Jih Wen<br />
Ashish Jaiprakash Shastry<br />
David R. White<br />
Ho Kian Hock<br />
Directors’ interests<br />
(Chairman)<br />
(Vice Chairman)<br />
(Managing Director)<br />
(alternate to Ho Kian Guan)<br />
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter<br />
50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those<br />
held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and<br />
in related corporations (other than wholly-owned subsidiaries) are as follows:<br />
Name of director and corporation in<br />
which interests are held<br />
Company<br />
Holdings in the name<br />
of the director, spouse<br />
or infant children<br />
At beginning<br />
of the year<br />
At end<br />
of the year<br />
Other holdings in which<br />
the director is deemed<br />
to have an interest<br />
At beginning<br />
of the year<br />
Ordinary Shares fully paid<br />
At end<br />
of the year<br />
Sunil Chandiramani 50,000 262,500 – –<br />
Dr Lim Cheok Peng 2,000 1,183,350 – –<br />
Chang See Hiang 125,000 210,000 – –<br />
Ho Kian Guan 693,000 727,650 10,000,000 10,500,000<br />
Ho Kian Hock 100,000 105,000 10,000,000 10,500,000<br />
Name of director and corporation<br />
in which interests are held<br />
Holdings at<br />
beginning of<br />
the year<br />
Holdings<br />
at end<br />
of the year<br />
Company (cont’d) <strong>Parkway</strong> Share Option Scheme 2001<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $0.865 per<br />
share and exercisable between<br />
10/4/2002 and 9/4/<strong>2006</strong>)<br />
Dr Lim Cheok Peng 500,000 –<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $0.94 per<br />
share and exercisable between<br />
20/9/2002 and 19/9/<strong>2006</strong>)<br />
Sunil Chandiramani 200,000 –<br />
Alain Ahkong Chuen Fah 150,000 –<br />
Chang See Hiang 25,000 –<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $0.785* per<br />
share and exercisable between<br />
20/4/2003 and 19/4/2007)<br />
Sunil Chandiramani 200,000 200,000<br />
Dr Lim Cheok Peng 500,000 –<br />
Alain Ahkong Chuen Fah 150,000 50,000<br />
Chang See Hiang 50,000 –<br />
Ho Kian Guan 25,000 25,000<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $1.3767* per<br />
share and exercisable between<br />
20/11/2005 and 19/11/2009)<br />
Sunil Chandiramani 100,000 100,000<br />
Dr Lim Cheok Peng 500,000 375,000<br />
Alain Ahkong Chuen Fah 100,000 100,000<br />
Chang See Hiang 100,000 100,000<br />
Ho Kian Guan 57,000 57,000<br />
30<br />
31<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Directors’ report<br />
Directors’ report<br />
Name of director and corporation<br />
in which interests are held<br />
Company (cont’d)<br />
Holdings at<br />
beginning of<br />
the year<br />
Holdings<br />
at end<br />
of the year<br />
<strong>Parkway</strong> Share Option Scheme 2001 (cont’d)<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $2.037* per<br />
share and exercisable between<br />
10/12/<strong>2006</strong> and 9/12/2010)<br />
Richard Seow Yung Liang 1,000,000 1,000,000<br />
Sunil Chandiramani 100,000 100,000<br />
Dr Lim Cheok Peng 1,500,000 1,500,000<br />
Alain Ahkong Chuen Fah 100,000 100,000<br />
Chang See Hiang 100,000 100,000<br />
Timothy David Dattels – 60,000<br />
Ho Kian Guan 100,000 100,000<br />
Dr Ronald Ling Jih Wen 50,000 50,000<br />
Ashish Jaiprakash Shastry 60,000 60,000<br />
David R. White – 50,000<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $2.303* per<br />
share and exercisable between<br />
10/03/2007 and 9/03/2011)<br />
Richard Seow Yung Liang – 650,000<br />
Sunil Chandiramani – 100,000<br />
Dr Lim Cheok Peng – 1,000,000<br />
Alain Ahkong Chuen Fah – 100,000<br />
Chang See Hiang – 100,000<br />
Timothy David Dattels – 100,000<br />
Ho Kian Guan – 100,000<br />
Dr Ronald Ling Jih Wen – 100,000<br />
Ashish Jaiprakash Shastry – 100,000<br />
David R. White – 100,000<br />
Options to subscribe for Ordinary<br />
Shares (exercise price at $2.31* per<br />
share and exercisable between<br />
18/11/2008 and 17/11/2011)<br />
Alain Ahkong Chuen Fah – 150,000<br />
* Following the issue of rights shares pursuant to the Rights Issue of <strong>Parkway</strong> Holdings Limited on 12 December <strong>2006</strong>, the exercise prices of<br />
the existing share options were adjusted downwards by $0.05 on the same date so as to give the option holders the effect of having the<br />
same proportion of equity capital as that to which they were previously entitled.<br />
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares,<br />
debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at<br />
the end of the financial year.<br />
Except as disclosed in this report, there were no changes in any of the above-mentioned interests in the Company<br />
between the end of the financial year and 21 January 2007.<br />
During the year, certain transactions were made between the Company and/or its subsidiaries and its directors, or<br />
the subsidiaries’ directors or a firm in which one of the directors is a member or companies in which the directors<br />
of the Company or its subsidiaries have substantial financial interest in the ordinary course of business. However,<br />
these directors have neither received nor will they become entitled to receive any benefit from these transactions<br />
other than as suppliers, directors and members of these firms/companies.<br />
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 23 to the<br />
financial statements, since the end of the last financial year, no director has received or become entitled to receive,<br />
a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm<br />
of which he is a member or with a company in which he has a substantial financial interest.<br />
Share options<br />
<strong>Parkway</strong> Share Option Scheme 2001 (<strong>Parkway</strong> Scheme 2001)<br />
The <strong>Parkway</strong> Scheme 2001 was approved by the shareholders of the Company at an Extraordinary General Meeting<br />
held on 18 January 2001. Details of the <strong>Parkway</strong> Scheme 2001 and amendments effected by a resolution passed<br />
at the Extraordinary General Meeting of the Company held on 4 July 2001 were set out in the Directors’ <strong>Report</strong><br />
for the year ended 31 December 2001. Pursuant to an Extraordinary General Meeting held on 2 November <strong>2006</strong>,<br />
the <strong>Parkway</strong> Scheme 2001 was further amended to, inter alia, take into account the Companies (Amendment) Act<br />
2005 which came into operation on 30 January <strong>2006</strong>, including to provide for the possible use of treasury shares in<br />
the scheme, and to allow the share options to be granted at a discount, as well as to provide for greater flexibility<br />
in the determination of the vesting period of the share options, which shall be on or after the first anniversary or<br />
second anniversary (as the case may be) of the date on which the option is granted.<br />
The <strong>Parkway</strong> Scheme 2001 was previously administered by the Company’s Share Option Scheme Committee.<br />
This Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the administration of the <strong>Parkway</strong><br />
Scheme 2001 was assigned to the Remuneration Committee. The Remuneration Committee comprises 4 directors,<br />
namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani and Ashish Jaiprakash Shastry.<br />
Information regarding the <strong>Parkway</strong> Scheme 2001 is set out below:<br />
Market Price Options<br />
(i)<br />
(ii)<br />
The exercise price of the option is determined at the average of the last dealt prices of the Company’s shares<br />
on the Singapore Exchange Securities Trading Limited (SGX-ST) prevailing on the three consecutive trading<br />
days immediately preceding the date of grant of such options (the Market Price).<br />
The options shall be subject to such conditions (including any vesting schedule) as may be imposed by the<br />
Committee and shall be exercisable, in whole or in part, during the period commencing one year after the<br />
grant date and expiring on the fifth anniversary of the grant date unless they have been cancelled or have<br />
lapsed prior to that date.<br />
Incentive Options<br />
(i)<br />
(ii)<br />
The exercise price of the option is determined by the Remuneration Committee at a discount to the Market<br />
Price, provided that the maximum discount does not exceed 20% of the Market Price.<br />
The options shall be subject to such conditions (including any vesting schedule) as may be imposed by the<br />
Committee and shall be exercisable, in whole or in part, during the period commencing after the second<br />
anniversary of the grant date and expiring on the fifth anniversary of the grant date unless they have been<br />
cancelled or have lapsed prior to that date.<br />
32<br />
33<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Directors’ report<br />
Directors’ report<br />
At the end of the financial year, details of the options granted under the <strong>Parkway</strong> Scheme 2001 on the unissued<br />
ordinary shares of the Company are as follows:<br />
Date of<br />
grant of<br />
options<br />
Exercise<br />
price per<br />
share<br />
Options<br />
outstanding<br />
at 1 Jan <strong>2006</strong><br />
Options<br />
granted<br />
Options<br />
exercised<br />
Options<br />
cancelled<br />
Options<br />
outstanding<br />
at 31 Dec<br />
<strong>2006</strong><br />
Number<br />
of option<br />
holders<br />
at 31 Dec<br />
<strong>2006</strong> Exercise period<br />
9/4/2001 $0.8650 736,000 – 735,500 500 – – 10/4/2002 to 9/4/<strong>2006</strong><br />
19/9/2001 $0.9400 375,000 – 375,000 – – – 20/9/2002 to 19/9/<strong>2006</strong><br />
19/4/2002 $0.7850* 2,996,750 – 1,965,750 75,500 955,500 56 20/4/2003 to 19/4/2007<br />
19/11/2004 $1.3767* 2,137,000 – 462,000 97,500 1,577,500 25 20/11/2005 to 19/11/2009<br />
15/11/2005 $2.0030* 3,855,000 – 17,500 280,000 3,557,500 51 16/11/<strong>2006</strong> to 15/11/2010<br />
9/12/2005 $2.0370* 3,010,000 170,000 # – 60,000 3,120,000 10 10/12/<strong>2006</strong> to 9/12/2010<br />
9/3/<strong>2006</strong> $2.3030* – 5,066,000 – 236,000 4,830,000 60 10/3/2007 to 9/3/2011<br />
17/11/<strong>2006</strong> $2.3100* 1 – 150,000 – – 150,000 1 18/11/2008 to 17/11/2011<br />
17/11/<strong>2006</strong> $2.3400* 2 – 1,000,000 – – 1,000,000 1 18/11/2008 to 17/11/2011<br />
13,109,750 6,386,000 3,555,750 749,500 15,190,500<br />
* Following the issue of rights shares pursuant to the Rights Issue of the Company on 12 December <strong>2006</strong>, the exercise prices of the<br />
existing shares options were adjusted downwards by $0.05 on the same date so as to give the option holders the effect of having the<br />
same proportion of equity capital as that to which they were previously entitled.<br />
#<br />
Options granted on 9 December 2005 but accepted only during the current financial year.<br />
1<br />
Options granted at a discount of 16.21% of the Market Price.<br />
2<br />
Options granted at a discount of 15.15% of the Market Price.<br />
Details of options granted to directors of the Company under the <strong>Parkway</strong> Scheme 2001 are as follows:<br />
Name of director<br />
Options<br />
granted for<br />
financial<br />
year ended<br />
31 Dec <strong>2006</strong><br />
Aggregate<br />
options<br />
granted since<br />
commencement<br />
of scheme to<br />
31 Dec <strong>2006</strong><br />
Aggregate<br />
options<br />
exercised since<br />
commencement<br />
of scheme to<br />
31 Dec <strong>2006</strong><br />
Aggregate<br />
options<br />
cancelled since<br />
commencement<br />
of scheme to<br />
31 Dec <strong>2006</strong><br />
Aggregate<br />
options<br />
outstanding<br />
as at<br />
31 Dec <strong>2006</strong><br />
Richard Seow Yung Liang 650,000 1,650,000 – – 1,650,000<br />
Sunil Chandiramani 100,000 700,000 200,000 – 500,000<br />
Dr Lim Cheok Peng 1,000,000 4,000,000 1,125,000 – 2,875,000<br />
Alain Ahkong Chuen Fah 250,000 750,000 250,000 – 500,000<br />
Daniel Ashton Carroll* 100,000 # 160,000 – 160,000 –<br />
Chang See Hiang 100,000 500,000 200,000 – 300,000<br />
Timothy David Dattels 100,000 # 160,000 – – 160,000<br />
Ho Kian Guan 100,000 475,000 193,000 – 282,000<br />
Dr Ronald Ling Jih Wen 100,000 150,000 – – 150,000<br />
Ashish Jaiprakash Shastry 100,000 160,000 – – 160,000<br />
David R. White 100,000 # 150,000 – – 150,000<br />
Ho Kian Hock – 100,000 100,000 – –<br />
* Retired on 12 April <strong>2006</strong><br />
#<br />
Exclude 170,000 options granted on 9 December 2005 but accepted only during the current financial year<br />
Since the commencement of the <strong>Parkway</strong> Scheme 2001, no options have been granted to the controlling<br />
shareholders of the Company or their associates.<br />
Since the commencement of the <strong>Parkway</strong> Scheme 2001, no participant under the <strong>Parkway</strong> Scheme 2001 has been<br />
granted 5% or more of the total options available under the <strong>Parkway</strong> Scheme 2001.<br />
During the financial year, 6,216,000 options were granted to and accepted by the employees and non-executive<br />
directors of the Company and its subsidiaries under the <strong>Parkway</strong> Scheme 2001. 25,511,000 options have been<br />
granted to the employees and non-executive directors of the Company and its subsidiaries since the commencement<br />
of the <strong>Parkway</strong> Scheme 2001 to the end of the financial year under review.<br />
During the financial year ended 31 December <strong>2006</strong>, 1,150,000 options were granted at a discount of more than<br />
10%, representing 18.5% of the total number of options granted during the financial year under review. No<br />
options were granted at a discount of 10% or less during the financial year under review.<br />
Subsequent to the balance sheet date, 584,000 options were exercised under the <strong>Parkway</strong> Scheme 2001.<br />
Except as disclosed above, there were no unissued shares of the Company or its subsidiaries under options granted<br />
by the Company or its subsidiaries as at the end of the financial year.<br />
The options granted by the Company and its subsidiaries do not entitle the holders of the options, by virtue of such<br />
holding, to any rights to participate in any share issue of any other company.<br />
<strong>Parkway</strong> Performance Share Plan<br />
At the same Extraordinary General Meeting held on 2 November <strong>2006</strong>, the shareholders of the Company approved<br />
the <strong>Parkway</strong> Performance Share Plan. The <strong>Parkway</strong> Performance Share Plan is administered by the Remuneration<br />
Committee, comprising 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani<br />
and Ashish Jaiprakash Shastry.<br />
Under the <strong>Parkway</strong> Performance Share Plan, eligible employees and non-executive directors of the Company<br />
and its subsidiaries will be awarded with fully paid up ordinary shares of the Company, or cash in lieu of ordinary<br />
shares of the Company equivalent to the aggregate market value of such performance shares or a combination of<br />
both, upon the expiry of the prescribed vesting period when certain prescribed performance targets are met. The<br />
performance shares which may be issued pursuant to awards granted under the <strong>Parkway</strong> Performance Share Plan,<br />
when added to the aggregate number of ordinary shares issued pursuant to other share-based incentive schemes<br />
of the Company, shall not exceed 15% of the total number of issued ordinary shares of the Company on the day<br />
immediately preceding the date on which the award is granted.<br />
No performance shares have been awarded to employees or non-executive directors of the Company and its<br />
subsidiaries since the adoption of the <strong>Parkway</strong> Performance Share Plan by the Company.<br />
Audit Committee<br />
The members of the Audit Committee during the year and at the date of this report are as follows:<br />
Alain Ahkong Chuen Fah (Chairman), non-executive director<br />
Chang See Hiang, non-executive director<br />
Ho Kian Guan, non-executive director<br />
Ashish Jaiprakash Shastry, non-executive director<br />
The Audit Committee performs the functions specified in Section 201B of the Act, the SGX-ST Listing Manual (the<br />
Listing Manual) and the Code of Corporate Governance 2005.<br />
The Audit Committee met four times during the year.<br />
34<br />
35<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Directors’ report<br />
Statement by Directors<br />
The principal responsibility of the Audit Committee is to assist the Board of Directors in the identification and<br />
monitoring of areas of significant business risks including the following:<br />
• the effectiveness of the management of principal business risks;<br />
• the effectiveness of the management of financial business risks and the reliability of management and financial<br />
reporting;<br />
• compliance with laws and regulations, particularly those of the Act and the Listing Manual, and its own code<br />
of business conduct;<br />
• the appropriateness of quarterly and full year announcements and reports;<br />
• the effectiveness of the Group’s system of internal controls;<br />
• the effectiveness and efficiency of internal and external audits; and<br />
• interested person transactions<br />
Specific functions of the Audit Committee include reviewing the scope of work of the internal and external auditors,<br />
reviewing the level of assistance provided by the Company’s officers to the internal and external auditors, receiving<br />
and considering the reports of the internal and external auditors, and ensuring that management responds to<br />
recommendations made by the internal and external auditors. The Committee also recommends the appointment<br />
of the external auditors and reviews the level of audit and non-audit fees.<br />
In addition, the Audit Committee has, in accordance with Chapter 9 of the Listing Manual, reviewed the<br />
requirements for approval and disclosure of interested person transactions, and with the assistance of the internal<br />
auditors, reviewed the interested person transactions.<br />
In our opinion:<br />
(a)<br />
(b)<br />
the financial statements set out on pages 39 to 115 are drawn up so as to give a true and fair view of the<br />
state of affairs of the Group and of the Company as at 31 December <strong>2006</strong> and of the results, changes in<br />
equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the<br />
Singapore Companies Act, Chapter 50 and Singapore Financial <strong>Report</strong>ing Standards; and<br />
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay<br />
its debts as and when they fall due.<br />
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.<br />
On behalf of the Board of Directors<br />
Richard Seow Yung Liang<br />
Director<br />
Dr Lim Cheok Peng<br />
Director<br />
26 February 2007<br />
The Audit Committee has full access to management and is given the resources required for it to discharge its<br />
functions. It has full authority and discretion to invite any director or executive officer to attend its meetings.<br />
The Audit Committee carried out a review of the external auditors’ remuneration, non-audit services provided by<br />
the external auditors, and the independence of the external auditors as required under Section 206(1A) of the<br />
Act and Rule 1207(6b) of the Listing Manual and determined that the auditors were independent in carrying out<br />
their audit of the financial statements. The Audit Committee has recommended to the Board of Directors that the<br />
auditors, KPMG, be nominated for re-appointment as auditors at the forthcoming <strong>Annual</strong> General Meeting of the<br />
Company.<br />
The auditors, KPMG, have indicated their willingness to accept re-appointment.<br />
On behalf of the Board of Directors<br />
Richard Seow Yung Liang<br />
Director<br />
Dr Lim Cheok Peng<br />
Director<br />
36<br />
26 February 2007<br />
37<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Independent auditors’ report<br />
Members of <strong>Parkway</strong> Holdings Limited<br />
Balance sheets<br />
As at 31 December <strong>2006</strong><br />
We have audited the accompanying financial statements of <strong>Parkway</strong> Holdings Limited (the Company) and its<br />
subsidiaries (the Group), which comprise the balance sheet of the Company and the consolidated balance sheet<br />
as at 31 December <strong>2006</strong>, the statement of changes in equity of the Company and the consolidated income<br />
statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then<br />
ended, a summary of significant accounting policies and other explanatory notes, as set out on pages 39 to 115.<br />
Directors’ responsibility for the financial statements<br />
The Company’s directors are responsible for the preparation and fair presentation of these financial statements<br />
in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial<br />
<strong>Report</strong>ing Standards. This responsibility includes: designing, implementing and maintaining internal control<br />
relevant to the preparation and fair presentation of financial statements that are free from material misstatement,<br />
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting<br />
estimates that are reasonable in the circumstances.<br />
Auditors’ responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our<br />
audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical<br />
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are<br />
free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of<br />
the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for<br />
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes<br />
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made<br />
by the directors, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />
opinion.<br />
Opinion<br />
In our opinion:<br />
(a)<br />
the accompanying financial statements are properly drawn up in accordance with the provisions of the<br />
Act and Singapore Financial <strong>Report</strong>ing Standards to give a true and fair view of the state of affairs of the<br />
Company and of the Group as at 31 December <strong>2006</strong>, the changes in equity of the Company and the results,<br />
changes in equity and cash flows of the Group for the year ended on that date; and<br />
Group<br />
Company<br />
Note <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
(restated)<br />
(restated)<br />
Non-current assets<br />
Property, plant and equipment 3 670,363 804,123 – –<br />
Intangible assets 4 152,918 180,935 – –<br />
Interests in subsidiaries 5 – – 777,239 690,146<br />
Interests in associates 6 11,122 49,967 (4,303) (4,329)<br />
Amounts due from joint ventures 7 96,876 – – –<br />
Other financial assets 8 49,423 28,884 – –<br />
Notes receivables 9 27,967 35,463 27,967 35,463<br />
Deferred tax assets 10 1,023 1,813 7 212<br />
1,009,692 1,101,185 800,910 721,492<br />
Current assets<br />
Completed properties held for resale 11 579 579 – –<br />
Inventories 12 16,374 17,448 – –<br />
Trade receivables 13 86,703 77,455 – –<br />
Other receivables, deposits and prepayments 14 17,854 25,162 172 437<br />
Tax recoverable 544 7,963 – 2,118<br />
Other financial assets 8 520 220 – –<br />
Notes receivables 9 5,601 6,021 5,601 6,021<br />
Cash and cash equivalents 15 93,536 108,009 8,038 8,692<br />
221,711 242,857 13,811 17,268<br />
Total assets 1,231,403 1,344,042 814,721 738,760<br />
Equity attributable to equity holders of the<br />
Company<br />
Share capital 16 364,859 181,753 364,859 181,753<br />
Share premium – 114,041 – 114,041<br />
Other reserves 17 (9,425) (20,517) 8,526 12,968<br />
Accumulated profits 68,494 140,240 83,607 116,223<br />
423,928 415,517 456,992 424,985<br />
Minority interests 11,233 231,230 – –<br />
Total equity carried forward 435,161 646,747 456,992 424,985<br />
(b)<br />
the accounting and other records required by the Act to be kept by the Company and by those subsidiaries<br />
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the<br />
provisions of the Act.<br />
KPMG<br />
Certified Public Accountants<br />
Singapore<br />
26 February 2007<br />
38<br />
39<br />
The accompanying notes form an integral part of these financial statements.<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Balance sheets<br />
As at 31 December <strong>2006</strong><br />
Consolidated income statement<br />
Year ended 31 December <strong>2006</strong><br />
Group<br />
Company<br />
Note <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
(restated)<br />
(restated)<br />
Total equity brought forward 435,161 646,747 456,992 424,985<br />
Non-current liabilities<br />
Interest-bearing borrowings 19 377,157 427,682 346,365 310,000<br />
Financial derivatives 19 6,592 – 6,592 –<br />
Amounts due to joint venture partners 7 97,471 – – –<br />
Deferred tax liabilities 10 32,721 35,541 – –<br />
513,941 463,223 352,957 310,000<br />
Current liabilities<br />
Bank overdrafts 15 666 3,605 – –<br />
Trade payables and accrued operating expenses 104,263 115,095 3,148 3,213<br />
Other payables 20 25,260 42,318 776 562<br />
Interest-bearing borrowings 19 70,283 44,220 – –<br />
Intra-group financial guarantees 19 – – 99 –<br />
Amounts due to joint venture partners 7 55,174 1,090 – –<br />
Employee benefits 18 2,862 2,475 – –<br />
Current tax payable 23,793 25,269 749 –<br />
282,301 234,072 4,772 3,775<br />
Total liabilities 796,242 697,295 357,729 313,775<br />
Total equity and liabilities 1,231,403 1,344,042 814,721 738,760<br />
Group<br />
Note <strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Revenue 21 868,004 563,616<br />
Other operating income 20,445 18,146<br />
Inventories and consumables used (288,972) (137,731)<br />
Purchased and contracted services (72,664) (42,740)<br />
Costs of investments sold (297) –<br />
Depreciation and impairment losses of property,<br />
plant and equipment 3 (48,671) (37,110)<br />
Amortisation of intangible assets 4 (11,593) (3,499)<br />
Staff costs (231,439) (187,589)<br />
Impairment loss on available-for-sale financial assets (11,672) (1,375)<br />
Other operating expenses (104,309) (70,352)<br />
Finance costs (23,483) (12,110)<br />
Share of profits of associates (net of tax) 3,557 171<br />
Profit before income tax 22 98,906 89,427<br />
Income tax expense 24 (30,068) (22,037)<br />
Profit for the year 68,838 67,390<br />
Attributable to:<br />
Equity holders of the Company 55,283 61,969<br />
Minority interests 13,555 5,421<br />
Profit for the year 68,838 67,390<br />
Earnings per share (cents):<br />
Basic 25 7.44 8.40<br />
Diluted 25 7.41 8.37<br />
40<br />
41<br />
The accompanying notes form an integral part of these financial statements.<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong><br />
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity<br />
Year ended 31 December <strong>2006</strong><br />
Consolidated statement of changes in equity<br />
Year ended 31 December <strong>2006</strong><br />
Total<br />
Total<br />
attributable<br />
attributable<br />
Group<br />
Note<br />
Share<br />
capital<br />
Exchange<br />
Share fluctuation<br />
premium reserves<br />
Hedge<br />
reserve<br />
Equity<br />
Fair value compensation Accumulated<br />
reserve reserve profits<br />
to equity<br />
holders of<br />
the<br />
Company<br />
Minority<br />
interests<br />
Total<br />
equity<br />
Group<br />
Note<br />
Share<br />
capital<br />
Exchange<br />
Share fluctuation<br />
premium reserves<br />
Hedge<br />
reserve<br />
Equity<br />
Fair value compensation Accumulated<br />
reserve reserve profits<br />
to equity<br />
holders of<br />
the<br />
Company<br />
Minority<br />
interests<br />
Total<br />
equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
At 1 January 2005 180,728 111,412 (5,083) – (13,398) 35 136,270 409,964 9,548 419,512<br />
Exchange differences<br />
on retranslation of<br />
opening net assets of<br />
foreign subsidiaries and<br />
associates – – (1,582) – – – – (1,582) (2,766) (4,348)<br />
Changes in fair value of<br />
available-for-sale financial<br />
assets – – – – (368) – – (368) – (368)<br />
Effects on disposal of<br />
available-for-sale financial<br />
assets – – – – (464) – – (464) – (464)<br />
Net losses recognised<br />
directly in equity – – (1,582) – (832) – – (2,414) (2,766) (5,180)<br />
Effects arising on disposal of<br />
subsidiaries 27 – – 18 – – – – 18 (684) (666)<br />
Profit for the year – – – – – – 61,969 61,969 5,421 67,390<br />
Total recognised income and<br />
expense for the year – – (1,564) – (832) – 61,969 59,573 1,971 61,544<br />
Issue of shares under share<br />
option scheme 16 1,025 2,629 – – – – – 3,654 – 3,654<br />
Value of employee services<br />
received for issue of share<br />
options – – – – – 325 – 325 119 444<br />
Effects arising on acquisition<br />
of subsidiaries 27 – – – – – – – – 216,980 216,980<br />
Effects arising on dilution of<br />
interests in subsidiaries – – – – – – – – 7,064 7,064<br />
Final dividend paid of 4.5<br />
cents per share less tax<br />
at 20% in respect of year<br />
2004 – – – – – – (26,068) (26,068) – (26,068)<br />
First interim dividend paid of<br />
1.5 cents per share less<br />
tax at 20% – – – – – – (8,694) (8,694) – (8,694)<br />
Second interim dividend paid<br />
of 2.0 cents per share less<br />
tax at 20% – – – – – – (11,618) (11,618) – (11,618)<br />
Third interim dividend paid<br />
of 2.0 cents per share less<br />
tax at 20% – – – – – – (11,619) (11,619) – (11,619)<br />
Dividend paid to minority<br />
shareholders – – – – – – – – (4,452) (4,452)<br />
At 31 December 2005 181,753 114,041 (6,647) – (14,230) 360 140,240 415,517 231,230 646,747<br />
At 1 January <strong>2006</strong> 181,753 114,041 (6,647) – (14,230) 360 140,240 415,517 231,230 646,747<br />
Exchange differences on<br />
retranslation of opening<br />
net assets of foreign<br />
subsidiaries and associates – – (1,326) – – – – (1,326) (2,417) (3,743)<br />
Impairment loss on<br />
available-for-sale financial<br />
assets – – – – 11,672 – – 11,672 – 11,672<br />
Changes in fair value of<br />
available-for-sale financial<br />
assets – – – – 5,309 – – 5,309 2,757 8,066<br />
Effects on disposal of<br />
available-for-sale financial<br />
assets – – – – (121) – – (121) (11) (132)<br />
Changes in fair value of<br />
financial derivatives – – – (6,592) – – – (6,592) – (6,592)<br />
Net gain and losses<br />
recognised directly in equity – – (1,326) (6,592) 16,860 – – 8,942 329 9,271<br />
Profit for the year – – – – – – 55,283 55,283 13,555 68,838<br />
Total recognised income and<br />
expense for the year – – (1,326) (6,592) 16,860 – 55,283 64,225 13,884 78,109<br />
Issue of shares under share<br />
option scheme 16 2,970 354 – – – – – 3,324 – 3,324<br />
Issue of shares pursuant to<br />
rights issue 16 65,741 – – – – – – 65,741 – 65,741<br />
Transfer from share premium<br />
account to share capital<br />
upon implementation<br />
of the Companies<br />
(Amendment) Act 2005 114,395 (114,395) – – – – – – – –<br />
Balance carried forward 364,859 – (7,973) (6,592) 2,630 360 195,523 548,807 245,114 793,921<br />
42<br />
43<br />
The accompanying notes form an integral part of these financial statements.<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong><br />
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity<br />
Year ended 31 December <strong>2006</strong><br />
Statement of changes in equity<br />
Year ended 31 December <strong>2006</strong><br />
Group<br />
Balance brought<br />
Note<br />
Share<br />
capital<br />
Share<br />
premium<br />
Exchange<br />
fluctuation<br />
reserves<br />
Hedge<br />
reserve<br />
Fair value compensation Accumulated<br />
reserve<br />
Equity<br />
reserve<br />
profits<br />
Total<br />
attributable<br />
to equity<br />
holders of<br />
the<br />
Company<br />
Minority<br />
interests<br />
Total<br />
equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
forward 364,859 – (7,973) (6,592) 2,630 360 195,523 548,807 245,114 793,921<br />
Value of employee<br />
services received for<br />
issue of share options – – – – – 2,150 – 2,150 – 2,150<br />
Issue of share to<br />
minority shareholders – – – – – – – – 13,534 13,534<br />
Effects on acquisition of<br />
additional interests in<br />
subsidiaries – – – – – – – – (10,917) (10,917)<br />
Effects on adoption<br />
of proportionate<br />
consolidation – – – – – – – – (230,347) (230,347)<br />
Final dividend paid of<br />
5.0 cents per share<br />
less tax at 20% in<br />
respect of year 2005 – – – – – – (29,166) (29,166) – (29,166)<br />
First interim dividend<br />
paid of 1.5 cents per<br />
share less tax at 20% – – – – – – (8,755) (8,755) – (8,755)<br />
Second interim dividend<br />
paid of 2.0 cents per<br />
share less tax at 20% – – – – – – (11,679) (11,679) – (11,679)<br />
Third interim dividend<br />
paid of 2.0 cents per<br />
share less tax at 20% – – – – – – (11,688) (11,688) – (11,688)<br />
Special dividend paid of<br />
11.25 cents per share<br />
less tax at 20% in<br />
respect of year <strong>2006</strong> – – – – – – (65,741) (65,741) – (65,741)<br />
Dividend paid to<br />
minority shareholders – – – – – – – – (6,151) (6,151)<br />
At 31 December <strong>2006</strong> 364,859 – (7,973) (6,592) 2,630 2,510 68,494 423,928 11,233 435,161<br />
Share<br />
Share<br />
Capital<br />
Note capital premium reserves reserve reserve profits Total<br />
Company $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Equity<br />
compensation<br />
Hedge<br />
Accumulated<br />
At 1 January 2005, as previously reported 180,728 111,412 12,656 35 – 118,568 423,399<br />
Effects of adopting FRS 39 2.6 – – – – – 9 9<br />
At 1 January 2005, restated 180,728 111,412 12,656 35 – 118,577 423,408<br />
Profit for the year – – – – – 55,645 55,645<br />
Total recognised income for the year – – – – – 55,645 55,645<br />
–<br />
Issue of shares under share option scheme 16 1,025 2,629 – – – – 3,654<br />
Value of employee services received for issue<br />
of share options – – – 277 – – 277<br />
Final dividend paid of 4.5 cents per share less<br />
tax at 20% in respect of year 2004 – – – – – (26,068) (26,068)<br />
First interim dividend paid of 1.5 cents per<br />
share less tax at 20% – – – – – (8,694) (8,694)<br />
Second interim dividend paid of 2.0 cents<br />
per share less tax at 20% – – – – – (11,618) (11,618)<br />
Third interim dividend paid of 2.0 cents per<br />
share less tax at 20% – – – – – (11,619) (11,619)<br />
At 31 December 2005 181,753 114,041 12,656 312 – 116,223 424,985<br />
At 31 December 2005, as previously<br />
reported 181,753 114,041 12,656 312 – 116,214 424,976<br />
Effects of adopting FRS 39 2.6 – – – – – 9 9<br />
At 31 December 2005, restated 181,753 114,041 12,656 312 – 116,223 424,985<br />
Changes in fair value of financial derivatives – – – – (6,592) – (6,592)<br />
Net losses recognised directly to equity – – – – (6,592) – (6,592)<br />
Profit for the year – – – – – 94,413 94,413<br />
Total recognised income and expense for<br />
the year – – – – (6,592) 94,413 87,821<br />
Issue of shares under share option scheme 16 2,970 354 – – – – 3,324<br />
Issue of shares pursuant to rights issue 16 65,741 – – – – – 65,741<br />
Transfer from share premium account to<br />
share capital upon implementation of the<br />
Companies (Amendment) Act 2005 114,395 (114,395) – – – – –<br />
Value of employee services received for issue<br />
of share options – – – 2,150 – – 2,150<br />
Final dividend paid of 5.0 cents per share less<br />
tax at 20% in respect of year 2005 – – – – – (29,166) (29,166)<br />
First interim dividend paid of 1.5 cents per<br />
share less tax at 20% – – – – – (8,755) (8,755)<br />
Second interim dividend paid of 2.0 cents<br />
per share less tax at 20% – – – – – (11,679) (11,679)<br />
Third interim dividend paid of 2.0 cents per<br />
share less tax at 20% – – – – – (11,688) (11,688)<br />
Special dividend paid of 11.25 cents per<br />
share less tax at 20% in respect of year<br />
<strong>2006</strong> – – – – – (65,741) (65,741)<br />
At 31 December <strong>2006</strong> 364,859 – 12,656 2,462 (6,592) 83,607 456,992<br />
44<br />
45<br />
The accompanying notes form an integral part of these financial statements.<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong><br />
The accompanying notes form an integral part of these financial statements.
Consolidated cash flow statement<br />
Year ended 31 December <strong>2006</strong><br />
Consolidated cash flow statement<br />
Year ended 31 December <strong>2006</strong><br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Operating activities<br />
Profit before income tax 98,906 89,427<br />
Adjustments for:<br />
Exchange difference 3,392 (574)<br />
Loss on dilution of interest in subsidiary – 2,141<br />
Depreciation and impairment losses of property, plant<br />
and equipment 48,671 37,110<br />
Amortisation of intangible assets 11,593 3,499<br />
Impairment loss on available-for-sale financial assets 11,672 1,375<br />
Allowance (written back)/made for impairment on receivables due from associates (33) 452<br />
Gain on disposal of equity investments (122) (283)<br />
(Gain)/Loss on disposal of property, plant and equipment (275) 462<br />
Loss on disposal of subsidiaries – 92<br />
Gain on disposal of associates (42) –<br />
Share of profits of associates (3,557) (171)<br />
Gain on redemption of fixed rate notes (878) –<br />
Share option expense 2,150 444<br />
Dividend income (2,680) (1,616)<br />
Interest income (4,225) (3,065)<br />
Interest expense 23,483 12,110<br />
Loan forgiven by former corporate shareholder of a subsidiary – (1,150)<br />
188,055 140,253<br />
Changes in working capital:<br />
Increase in inventories (3,461) (729)<br />
Increase in trade and other receivables (40,046) (20,931)<br />
Increase in financial assets available-for-sale and held for trading (331) (4)<br />
Increase in trade and other payables 16,889 18,024<br />
Cash generated from operations 161,106 136,613<br />
Income taxes paid (22,993) (14,102)<br />
Cash flows from operating activities carried forward 138,113 122,511<br />
Group<br />
Note <strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Cash flows from operating activities brought forward 138,113 122,511<br />
Investing activities<br />
Purchase of property, plant and equipment (66,296) (41,486)<br />
Proceeds from redemption of notes receivables 6,026 6,205<br />
Proceeds from sale of property, plant and equipment 3,624 3,618<br />
Acquisition of subsidiaries, net of cash 27 – (102,369)<br />
Acquisition of additional interests in subsidiaries (6,466) –<br />
Acquistion of additional interest in joint venture, net of cash (57,984) –<br />
Proceeds from redemption of preference shares by associate 2,040 –<br />
Acquisition of available-for-sale investments (236) –<br />
Investments in associates (82) –<br />
Proceeds from disposal of subsidiaries, net of cash 27 – 1,559<br />
Net repayment by associates 113 336<br />
Net repayment by joint ventures – 39<br />
Proceeds from disposal of available-for-sale investments 122 2,801<br />
Dividends received 3,094 1,616<br />
Interest received 3,334 2,074<br />
Proceeds from disposal of associates 2,123 –<br />
Cash flows from investing activities (110,588) (125,607)<br />
Financing activities<br />
Issue of shares under share option scheme 3,324 3,654<br />
Proceeds from rights issue 65,741 –<br />
Repayment of bank loans (67,192) (89,127)<br />
Proceeds from bank loans 410,532 82,575<br />
Repayment of finance lease obligations (1,767) (1,424)<br />
Redemption of floating rate notes (100,750) (30,000)<br />
Redemption of fixed rate notes (149,122) –<br />
Repurchase of floating rate notes (59,250) (77,000)<br />
Re-issue of floating rate notes – 77,000<br />
Loan from joint venture partner 54,880 –<br />
Interest paid (21,644) (10,946)<br />
Dividends paid (127,029) (57,999)<br />
Issue of shares to minority shareholders 13,534 6,125<br />
Shares re-purchased from minority shareholders (1,877) –<br />
Dividends paid to minority shareholders (6,151) (4,452)<br />
Pledged deposits (transferred to)/withdrawn from sinking fund and for<br />
credit facilities (4,085) 54<br />
Cash flows from financing activities 9,144 (101,540)<br />
Net increase/(decrease) in cash and cash equivalents 36,669 (104,636)<br />
Cash and cash equivalents at beginning of the year 90,850 196,477<br />
Effects of proportionate consolidation (51,310) –<br />
Exchange fluctuation on cash and cash equivalents (978) (991)<br />
Cash and cash equivalents at end of the year 15 75,231 90,850<br />
46<br />
The accompanying notes form an integral part of these financial statements.<br />
During the year, property, plant and equipment amounting to $889,000 (2005: $1,686,000) was acquired under<br />
finance leases.<br />
The accompanying notes form an integral part of these financial statements.<br />
47<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
These notes form an integral part of the financial statements.<br />
The financial statements were authorised for issue by the Board of Directors on 26 February 2007.<br />
1 Domicile and activities<br />
<strong>Parkway</strong> Holdings Limited (the Company) is incorporated in the Republic of Singapore and has its registered<br />
office at No. 1 Grange Road, #11-01 Orchard Building, Singapore 239693.<br />
The principal activities of the Company are those relating to investment holding while those of the subsidiaries<br />
consist of the business of private hospital ownership and management and related healthcare services,<br />
ownership and management of medical clinics, practice of dental surgeons and the operation of dental<br />
clinics, provision of clinical research services, ownership and management of radiology clinics, provision of<br />
comprehensive diagnostic laboratory services, provision of managed care and related services, underwriting<br />
of accident and healthcare insurance policies, and investment holding and trading.<br />
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the<br />
Group) and the Group’s interests in joint ventures and associates.<br />
2 Summary of significant accounting policies<br />
2.1 Basis of preparation<br />
The financial statements have been prepared in accordance with Singapore Financial <strong>Report</strong>ing Standards<br />
(FRS).<br />
The financial statements have been prepared on the historical cost basis except for certain financial assets and<br />
financial liabilities which are stated at fair value. The financial statements are presented in Singapore dollars<br />
which is the Company’s functional currency. All financial information presented in Singapore dollars has been<br />
rounded to the nearest thousand, unless otherwise stated.<br />
The preparation of financial statements requires management to make judgements, estimates and assumptions<br />
that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The<br />
estimates and associated assumptions are based on historical experience and various other factors that<br />
are believed to be reasonable under the circumstances, the results of which form the basis of making the<br />
judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources.<br />
Actual results may differ from these estimates.<br />
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting<br />
estimates are recognised in the period in which the estimate is revised and in any future periods affected.<br />
In particular, information about significant areas of estimation uncertainty and critical judgements in applying<br />
accounting policies that have the most significant effect on the amount recognised in the financial statements<br />
are described in the following notes:<br />
• Note 4 – assumptions of recoverable amounts relating to goodwill impairment<br />
• Note 18 – valuation of share options<br />
• Note 29 – valuation of financial instruments<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.1 Basis of preparation (Cont’d)<br />
Accounting policies relating to the following types of transactions were changed during the year:<br />
• Interests in joint ventures, as described in note 2.2;<br />
• Foreign currencies – net investment in a foreign operation, as described in note 2.3; and<br />
• Intra-group financial guarantees, as described in note 2.6.<br />
Except for the above changes, the accounting policies set out below have been applied consistently by the<br />
Group. The accounting policies used by the Group have been applied consistently to all periods presented<br />
in these financial statements.<br />
2.2 Consolidation<br />
Business combinations<br />
Business combinations are accounted for under the purchase method. The cost of an acquisition is measured<br />
at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date<br />
of exchange, plus costs directly attributable to the acquisition.<br />
The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent<br />
liabilities over the cost of acquisition is credited to the income statement in the period of the acquisition.<br />
Subsidiaries<br />
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the<br />
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,<br />
potential voting rights that presently are exercisable are taken into account. The financial statements of<br />
subsidiaries are included in the consolidated financial statements from the date that control commences until<br />
the date that control ceases.<br />
Joint ventures<br />
Joint ventures are those entities over whose activities the Group has joint control, established by contractual<br />
agreement and requiring unanimous consent for strategic financial and operating decisions. Joint ventures are<br />
accounted for using proportionate consolidation. The financial statements of joint ventures are proportionately<br />
consolidated from the date that joint control commences until the date that joint control ceases.<br />
Associates<br />
Associates are those entities in which the Group has significant influence, but not control, over their financial<br />
and operating policies. Associates are accounted for using the equity method. The consolidated financial<br />
statements include the Group’s share of the income and expenses of associates, after adjustments to align<br />
the accounting policies with those of the Group, from the date that significant influence commences until the<br />
date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the<br />
carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition<br />
of further losses is discontinued except to the extent that the Group has an obligation or has made payments<br />
on behalf of the associate.<br />
48<br />
49<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.2 Consolidation (Cont’d)<br />
Transactions eliminated on consolidation<br />
Intra-group balances, and any unrealised income or expenses arising from intra-group transactions, are<br />
eliminated in preparing the consolidated financial statements.<br />
Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the Group’s<br />
interest in the joint ventures. Unrealised losses are eliminated in the same way as unrealised gains except that<br />
losses shall be recognised immediately when they represent a reduction in the net realisable value of assets<br />
or an impairment loss. Balances with joint ventures are eliminated to the extent of the Group’s interest in the<br />
joint ventures.<br />
Unrealised gains arising from transactions with associates are eliminated against the investment to the extent<br />
of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains,<br />
but only to the extent that there is no evidence of impairment.<br />
Accounting for subsidiaries and associates by the Company<br />
Investments in subsidiaries and associates are stated in the Company’s balance sheet at cost less accumulated<br />
impairment losses.<br />
Change in accounting policy<br />
Interests in joint ventures are accounted for using proportionate consolidation as the Group exercises joint<br />
control with the other partners over the financial and operational decisions in these entities. Previously, the<br />
interests in joint ventures (including partnerships) were accounted for using the equity method. The directors<br />
are of the view that the consolidated financial statements incorporating the proportionate consolidated<br />
assets, liabilities, revenue and expenses of the joint ventures present more relevant information of the financial<br />
position and operating results of the Group.<br />
This change in accounting policy has been recognised retrospectively and comparatives have been restated.<br />
The assets, liabilities, revenue and expenses in the consolidated financial statements have increased by the<br />
Group’s interests in the joint ventures.<br />
2.3 Foreign currencies<br />
Foreign currency transactions<br />
Transactions in foreign currencies are translated to the respective functional currencies of Group entities<br />
at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in<br />
foreign currencies at the reporting date are retranslated to the functional currencies at the exchange rate<br />
ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are<br />
measured at fair value are retranslated to the functional currency at the exchange rate at the date on which<br />
the fair value was determined.<br />
Foreign currency differences arising on retranslation are recognised in the income statement except for<br />
differences arising on the retranslation of monetary items that in substance form part of the Group’s net<br />
investment in a foreign operation (see below), available-for-sale equity instruments.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.3 Foreign currencies (Cont’d)<br />
Net investment in a foreign operation<br />
Exchange differences arising from monetary items that in substance form part of the Company’s net investment<br />
in a foreign operation are recognised in the Company’s income statement. Such exchange differences are<br />
reclassified to equity in the consolidated financial statements. When the hedged net investment is disposed<br />
of, the cumulative amount in equity is transferred to the income statement as an adjustment to the profit or<br />
loss arising on disposal.<br />
Foreign operations<br />
The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing<br />
at the reporting date. The income and expenses of foreign operations are translated to Singapore dollars at<br />
exchange rates ruling at the dates of the transactions. Goodwill and fair value adjustments arising on the<br />
acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign<br />
operation and translated at the closing rate. For acquisitions prior to 1 January 2005, the exchange rates at<br />
the date of acquisition were used.<br />
Foreign currency differences are recognised in the exchange fluctuation reserves. When a foreign operation<br />
is disposed of, in part or in full, the relevant amount in the exchange fluctuation reserves is transferred to the<br />
income statement.<br />
2.4 Property, plant and equipment<br />
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.<br />
Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that<br />
is integral to the functionality of the related equipment is capitalised as part of that equipment.<br />
When parts of an item of property, plant and equipment have different useful lives, they are accounted for<br />
as separate items (major components) of property, plant and equipment.<br />
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount<br />
of the item if it is probable that the future economic benefits embodied within the part will flow to the Group<br />
and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment<br />
are recognised in the income statement as incurred.<br />
Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives (or<br />
lease term, if shorter) of each part of an item of property, plant and equipment.<br />
The estimated useful lives are as follows:<br />
Leasehold land<br />
remaining term of the lease<br />
Freehold buildings 2%<br />
Freehold medical centre suites 2%<br />
Leasehold buildings 2%<br />
Leasehold office premises and<br />
commercial buildings 2%<br />
Renovation and improvements 4% to 33 1 / 3<br />
%<br />
Hospital and medical equipment, and<br />
furniture, fittings and equipment 6 2 / 3<br />
% to 33 1 / 3<br />
%<br />
Motor vehicles 20%<br />
50<br />
51<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2 Summary of significant accounting policies (Cont’d)<br />
2.4 Property, plant and equipment (Cont’d)<br />
2.5 Intangible assets (Cont’d)<br />
No depreciation is provided on freehold land and construction in progress. In respect of fully depreciated or<br />
impaired assets, the cost and accumulated depreciation and impairment losses are retained in the financial<br />
statements until they are no longer in use.<br />
Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each<br />
reporting date.<br />
Other intangible assets<br />
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost<br />
less accumulated amortisation and impairment losses. Other intangible assets are amortised in the income<br />
statement on a straight-line basis over their estimated useful lives of 6 to 10 years, from the date on which<br />
they are available for use.<br />
2.5 Intangible assets<br />
Goodwill<br />
Other intangible assets that have indefinite lives or that are not available for use are stated at cost less<br />
impairment losses. Such intangible assets are tested for impairment annually or as and when indicators of<br />
impairment are identified as described in note 2.8.<br />
Goodwill and negative goodwill arise on the acquisition of subsidiaries, joint ventures and associates.<br />
2.6 Financial instruments<br />
Acquisitions prior to 1 January 2001<br />
Non-derivative financial instruments<br />
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />
the identifiable net assets and liabilities of the acquiree.<br />
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other<br />
receivables, notes receivables, cash and cash equivalents, financial liabilities, and trade and other payables.<br />
Goodwill and negative goodwill on acquisitions were written off against accumulated profits in the year of<br />
acquisition.<br />
Goodwill and negative goodwill that have previously been taken to reserves are not taken to the income<br />
statement when (a) the business is disposed of or (b) the goodwill is impaired.<br />
Acquisitions occurring between 1 January 2001 and 31 December 2004<br />
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />
the identifiable assets and liabilities of the acquiree.<br />
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value<br />
through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to<br />
initial recognition, non-derivative financial instruments are measured as described below.<br />
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.<br />
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire<br />
or if the Group transfers the financial asset to another party without retaining control or transfers substantially<br />
all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at<br />
settlement date, i.e., the date that an asset is delivered to or by the Group. Financial liabilities are derecognised<br />
if the Group’s obligations specified in the contract expire or are discharged or cancelled.<br />
Goodwill arising on the acquisition of subsidiaries and joint ventures is presented in intangible assets. Goodwill<br />
arising on the acquisition of associates is presented together with investments in associates.<br />
Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life<br />
of not more than 20 years. On 1 January 2005, the Group discontinued amortisation of this goodwill. This<br />
remaining goodwill balance is subject to testing for impairment, as described in note 2.8.<br />
Negative goodwill was derecognised by crediting accumulated profit on 1 January 2005.<br />
Acquisitions on or after 1 January 2005<br />
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of<br />
the identifiable assets, liabilities and contingent liabilities of the acquiree.<br />
Goodwill arising on the acquisition of subsidiaries and joint ventures is presented in intangible assets. Goodwill<br />
arising on the acquisition of associates is presented together with investments in associates.<br />
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as<br />
described in note 2.8. Negative goodwill is recognised immediately in the income statement.<br />
Cash and cash equivalents comprise cash and bank balances, and deposits with financial institutions. Bank<br />
overdrafts that are repayable on demand and that form an integral part of the Group’s cash management are<br />
included as a component of cash and cash equivalents for the purpose of the cash flow statement.<br />
Held-to-maturity investments<br />
If the Group has the positive intent and ability to hold debt securities to maturity, they are classified as<br />
held-to-maturity. Held-to-maturity investments are measured at amortised cost using the effective interest<br />
method, less any impairment losses.<br />
Available-for-sale financial assets<br />
The Group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent<br />
to initial recognition, they are measured at fair value and changes therein, other than for impairment losses<br />
and foreign exchange gains and losses on available-for-sale monetary items (see note 2.3), are recognised<br />
directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to<br />
the income statement.<br />
Investments at fair value through profit or loss<br />
52<br />
Acquisition of minority interest<br />
Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost of<br />
the additional investment over the carrying amount of the net assets acquired at the date of exchange.<br />
An instrument is classified as at fair value through profit or loss if it is held for trading or is designated as such<br />
upon initial recognition. Financial instruments are designated as fair value through profit or loss if the Group<br />
manages such investments and makes purchase and sale decisions based on their fair value. Upon initial<br />
recognition, attributable transaction costs are recognised in the income statement when incurred. Financial<br />
instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised<br />
in the income statement.<br />
53<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2 Summary of significant accounting policies (Cont’d)<br />
2.6 Financial instruments (Cont’d)<br />
2.6 Financial instruments (Cont’d)<br />
Others<br />
Impairment of financial assets (Cont’d)<br />
Other non-derivative financial instruments are measured at amortised cost using the effective interest method,<br />
less any impairment losses.<br />
Individually significant financial assets are tested for impairment on an individual basis. The remaining<br />
financial assets are assessed collectively in groups that share similar credit risk characteristics.<br />
Derivative financial instruments and hedging activities<br />
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.<br />
Embedded derivatives are separated from the host contract and accounted for separately if the economic<br />
characteristics and risks of the host contract and the embedded derivative are not closely related, a separate<br />
instrument with the same terms as the embedded derivative would meet the definition of a derivative, and<br />
the combined instrument is not measured at fair value through profit or loss.<br />
All impairment losses are recognised in the income statement. Any cumulative loss in respect of an availablefor-sale<br />
financial asset recognised previously in equity is transferred to the income statement.<br />
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the<br />
impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale<br />
financial assets that are debt securities, the reversal is recognised in the income statement. For available-forsale<br />
financial assets that are equity securities, the reversal is recognised directly in equity.<br />
Derivatives are recognised initially at fair value and attributable transaction costs are recognised in the income<br />
statement when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and<br />
changes therein are accounted for as described below.<br />
Intra-group financial guarantees<br />
Financial guarantees are classified as financial liabilities.<br />
Cash flow hedges<br />
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised<br />
directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes<br />
in fair value are recognised in the income statement.<br />
Financial guarantees are recognised initially at fair value. Subsequent to initial measurement, the financial<br />
guarantees are stated at the higher of the initial fair value less cumulative amortisation and the amount that<br />
would be recognised if they were accounted for as contingent liabilities. When financial guarantees are<br />
terminated before their original expiry date, the carrying amount of the financial guarantees is transferred to<br />
the income statement.<br />
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or<br />
exercised, hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised<br />
in equity remains there until the forecast transaction occurs. When the hedged item is a non-financial asset,<br />
the amount recognised in equity is transferred to the carrying amount of the asset when it is recognised. In<br />
other cases the amount recognised in equity is transferred to the income statement in the same period that<br />
the hedged item affects profit or loss.<br />
Fair value hedges<br />
Change in accounting policy<br />
The adoption of the amendments to FRS 39 Financial Instruments: Recognition and Measurement - Financial<br />
Guarantee Contracts has resulted in the Company measuring its intra-group financial guarantees at fair value<br />
upon inception of the guarantees. These guarantees are subsequently measured at the higher of their initial<br />
fair values less cumulative amortisation and the amount that would be recognised if they were accounted<br />
for as contingent liabilities. Previously, the financial guarantees were accounted for as contingent liabilities<br />
whereby a loss was recognised only if it is probable that it would be incurred.<br />
Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised<br />
in the income statement. The hedged item also is stated at fair value in respect of the risk being hedged,<br />
with any gain or loss being recognised in the income statement.<br />
This change in accounting policy was recognised retrospectively in accordance with the transitional provisions<br />
of the amendment to the accounting standard, and comparatives have been restated. This change has no<br />
impact to the Group’s financial statements.<br />
Economic hedges<br />
Hedge accounting is not applied to derivative instruments that economically hedge monetary assets and<br />
liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognised in<br />
the income statement as part of foreign currency gains and losses.<br />
Separable embedded derivatives<br />
Changes in the fair value of separable embedded derivatives are recognised immediately in the income<br />
statement.<br />
The adoption of the amendments to FRS 39 Financial Instruments: Recognition and Measurement - Financial<br />
Guarantee Contracts resulted in:<br />
Company<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Balance sheet as at 31 December<br />
Increase in investments in subsidiaries 309 9<br />
Increase in intra-group financial guarantees (99) -<br />
Cumulative increase in accumulated profits 210 9<br />
Impairment of financial assets<br />
The adjustment to accumulated profits at 1 January 2005 and 1 January <strong>2006</strong> was an increase of $9,000.<br />
54<br />
A financial asset is considered to be impaired if objective evidence indicates that one or more events have had<br />
a negative effect on the estimated future cash flows of that asset.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference<br />
between its carrying amount, and the present value of the estimated future cash flows discounted at the<br />
original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated<br />
by reference to its current fair value.<br />
Share capital<br />
Ordinary shares are classified as equity.<br />
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a<br />
deduction from equity.<br />
55<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.7 Leases<br />
When entities within the Group are lessees of a finance lease<br />
Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as<br />
finance leases. Upon initial recognition, property, plant and equipment acquired through finance leases are<br />
capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent<br />
to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to<br />
that asset. Leased assets are depreciated over the shorter of the lease term and their useful lives. Lease<br />
payments are apportioned between finance expense and reduction of the lease liability. The finance expense<br />
is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the<br />
remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum<br />
lease payments over the remaining term of the lease when the lease adjustment is confirmed.<br />
When entities within the Group are lessees of an operating lease<br />
Where the Group has the use of assets under operating leases, payments made under the leases are recognised<br />
in the income statement on a straight-line basis over the term of the lease. Lease incentives received are<br />
recognised in the income statement as an integral part of the total lease payments made. Contingent rentals<br />
are charged to the income statement in the accounting period in which they are incurred.<br />
When entities within the Group are lessors of an operating lease<br />
Assets leased out under operating leases are included in property, plant and equipment and are stated at cost<br />
less accumulated depreciation and impairment losses. Rental income (net of any incentives given to lessees)<br />
is recognised on a straight-line basis over the lease term.<br />
2.8 Impairment – non-financial assets<br />
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are<br />
reviewed at each reporting date to determine whether there is any indication of impairment. If any such<br />
indication exists, the assets’ recoverable amounts are estimated. For goodwill and other intangible assets that<br />
have indefinite lives or that are not available for use, recoverable amount is estimated at each reporting date,<br />
and as and when indicators of impairment are identified.<br />
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its<br />
recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows<br />
that largely are independent from other assets and groups. Impairment losses are recognised in the income<br />
statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.<br />
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying<br />
amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in<br />
the unit (group of units) on a pro rata basis.<br />
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value<br />
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present<br />
value using a pre-tax discount rate that reflects current market assessments of the time value of money and<br />
the risks specific to the asset or cash-generating unit.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses<br />
recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased<br />
or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to<br />
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying<br />
amount does not exceed the carrying amount that would have been determined, net of depreciation or<br />
amortisation, if no impairment loss had been recognised.<br />
2.9 Completed properties held for resale<br />
Completed properties are those properties which are held with the intention of sale in the ordinary course of<br />
business and are classified as current assets.<br />
All completed properties held for resale are stated at the lower of cost and estimated net realisable value.<br />
2.10 Inventories<br />
Inventories comprising mainly pharmacy, hospital and surgical supplies are stated at the lower of cost and<br />
net realisable value.<br />
Cost is calculated using the weighted average cost formula and comprises all costs of purchase and other<br />
costs incurred in bringing the inventories to their present location and condition. Due allowance is made for<br />
all damaged, expired and slow moving items.<br />
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs<br />
necessary to make the sale.<br />
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period<br />
in which the related revenue is recognised. The amount of any allowance for write-down of inventories to<br />
net realisable value and all losses of inventories are recognised as an expense in the period the write-down<br />
or loss occurs. The amount of any reversal of any allowance for write-down of inventories, arising from an<br />
increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an<br />
expense in the period in which the reversal occurs.<br />
2.11 Employee benefits<br />
Defined contribution plans<br />
Obligations for contributions to defined contribution pension plans are recognised as an expense in the<br />
income statement as incurred.<br />
Short-term benefits<br />
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the<br />
related service is provided.<br />
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing<br />
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service<br />
provided by the employee and the obligation can be estimated reliably.<br />
56<br />
57<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.11 Employee benefits (Cont’d)<br />
Share-based payments<br />
The share option programme allows the Group employees and non-executive directors to acquire shares of<br />
the Company. The fair value of options granted is recognised as an expense with a corresponding increase in<br />
equity. The fair value is measured at grant date and spread over the period during which the holders become<br />
unconditionally entitled to the options. At each balance sheet date, the Company revises its estimates of<br />
the number of options that are expected to become exercisable. It recognises the impact of the revision<br />
of original estimates in the share option expense and in a corresponding adjustment to equity over the<br />
remaining vesting period.<br />
The proceeds received net of any directly attributable transactions costs are credited to share capital when<br />
the options are exercised.<br />
2.12 Revenue recognition<br />
Performance of services<br />
Revenue from the performance of services is recognised on the completion of services rendered.<br />
Sale of completed properties held for resale<br />
Profit from the sale of completed properties is recognised when the units are sold and the corresponding<br />
costs are then taken to the income statement. Allowance is made for anticipated losses if and when they<br />
can be determined.<br />
Rental income<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
2 Summary of significant accounting policies (Cont’d)<br />
2.13 Finance costs<br />
All borrowing costs are recognised in the income statement using the effective interest method, except to the<br />
extent that they are capitalised as being directly attributable to the acquisition, construction or production of<br />
an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.<br />
2.14 Income tax expense<br />
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income<br />
statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised<br />
in equity.<br />
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or<br />
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.<br />
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the<br />
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation<br />
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of<br />
goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and<br />
that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and<br />
joint ventures to the extent that they probably will not reverse in the foreseeable future. Deferred tax is<br />
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,<br />
based on the laws that have been enacted or substantively enacted by the reporting date.<br />
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available<br />
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date<br />
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.<br />
Rental income receivable under operating leases is recognised in the income statement on a straight-line basis<br />
over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental<br />
income to be received. Contingent rentals are recognised as income in the accounting period in which they<br />
are earned.<br />
Dividends<br />
Dividend income is recognised on the date that the shareholder’s right to receive payment is established,<br />
which in the case of quoted securities is the ex-dividend date.<br />
Interest income<br />
Interest income from bank deposits, commercial papers and notes is recognised as it accrues, using the<br />
effective interest method.<br />
58<br />
59<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
3 Property, plant and equipment – Group<br />
Note<br />
Hospital land<br />
and buildings<br />
Leasehold<br />
office<br />
premises and<br />
commercial<br />
Hospital<br />
and medical<br />
equipment<br />
and furniture,<br />
Freehold Leasehold<br />
Construction<br />
in progress<br />
Freehold<br />
medical<br />
centre suites buildings<br />
Renovation<br />
and<br />
improvements<br />
fittings and<br />
equipment<br />
Motor<br />
vehicles Total<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Cost<br />
At 1 January 2005 (restated) 202,276 347,446 2,438 7,828 5,018 9,968 239,258 3,659 817,891<br />
Additions 756 135 9,949 – – 3,301 27,397 1,634 43,172<br />
Assets acquired in business combinations 27 80,695 101,472 5,429 – – 11,873 114,902 4,086 318,457<br />
Assets disposed on disposal of subsidiaries 27 – – – – – – (318) (499) (817)<br />
Disposals/Write off (1,772) (11,254) – – (294) (97) (13,715) (1,686) (28,818)<br />
Transfers 22 1,532 (2,983) – – (101) 1,530 – –<br />
Translation differences on consolidation (599) 1,299 (34) – (568) (162) 1,189 (27) 1,098<br />
At 31 December 2005 (restated) 281,378 440,630 14,799 7,828 4,156 24,782 370,243 7,167 1,150,983<br />
Additions 452 98 29,114 – – 6,331 30,209 981 67,185<br />
Effects of proportionate consolidation (50,105) (59,404) (5,226) – – (11,454) (74,654) (2,420) (203,263)<br />
Disposals/Write off (329) (2,242) – – – (456) (16,180) (1,162) (20,369)<br />
Transfers 1,828 3,321 (13,570) – – 206 8,237 (22) –<br />
Translation differences on consolidation (1,093) (4,816) (107) – 496 (146) (5,352) (76) (11,094)<br />
At 31 December <strong>2006</strong> 232,131 377,587 25,010 7,828 4,652 19,263 312,503 4,468 983,442<br />
Accumulated depreciation and impairment losses<br />
At 1 January 2005 (restated) 23,444 62,504 – 457 485 5,634 147,941 2,388 242,853<br />
Depreciation charge for the year 2,672 7,114 – 72 105 1,550 24,894 614 37,021<br />
Impairment losses for the year – – – – – – 89 – 89<br />
Assets acquired in business combinations 27 6,889 5,974 – – – 4,731 73,254 2,501 93,349<br />
Assets disposed on disposal of subsidiaries 27 – – – – – – (271) (177) (448)<br />
Disposals/Write off (93) (10,910) – – – (51) (12,413) (1,265) (24,732)<br />
Translation differences on consolidation (36) (126) – – (1) (63) (1,016) (30) (1,272)<br />
At 31 December 2005 (restated) 32,876 64,556 – 529 589 11,801 232,478 4,031 346,860<br />
Depreciation charge for the year 3,586 9,095 – 72 99 1,922 32,732 963 48,469<br />
Impairment losses for the year – – – – – – 202 – 202<br />
Effects of proportionate consolidation (4,985) (4,647) – – – (3,287) (49,534) (1,388) (63,841)<br />
Disposals/Write off (5) (896) – – – (439) (14,880) (929) (17,149)<br />
Translation differences on consolidation (173) (126) – – (3) (52) (1,081) (27) (1,462)<br />
At 31 December <strong>2006</strong> 31,299 67,982 – 601 685 9,945 199,917 2,650 313,079<br />
Carrying amount<br />
At 1 January 2005 (restated) 178,832 284,942 2,438 7,371 4,533 4,334 91,317 1,271 575,038<br />
At 31 December 2005 (restated) 248,502 376,074 14,799 7,299 3,567 12,981 137,765 3,136 804,123<br />
At 31 December <strong>2006</strong> 200,832 309,605 25,010 7,227 3,967 9,318 112,586 1,818 670,363<br />
60<br />
61<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
3 Property, plant and equipment – Group (Cont’d)<br />
Property, plant and equipment with carrying value amounting to $76,842,000 (2005: $154,683,000) have<br />
been mortgaged to financial institutions for bonds and credit facilities granted to certain joint ventures.<br />
The carrying amount of property, plant and equipment includes amounts totalling $2,251,000 (2005:<br />
$7,273,000) in respect of assets held under finance leases.<br />
4 Intangible assets – Group<br />
Cost<br />
Note<br />
Goodwill on Other<br />
consolidation intangibles Total<br />
$’000 $’000 $’000<br />
At 1 January 2005 (restated) 31,395 – 31,395<br />
Acquisition through business combination 27 59,662 96,639 156,301<br />
Goodwill written off on dilution of interests in<br />
subsidiaries (1,158) – (1,158)<br />
Translation differences on consolidation (804) (1,301) (2,105)<br />
At 31 December 2005 (restated) 89,095 95,338 184,433<br />
Acquisition of minority interests 33,653 – 33,653<br />
Effects of proportionate consolidation – (56,578) (56,578)<br />
Translation differences on consolidation (630) (1,040) (1,670)<br />
At 31 December <strong>2006</strong> 122,118 37,720 159,838<br />
Accumulated amortisation and<br />
impairment losses<br />
At 1 January 2005 – – –<br />
Amortisation charge for the year – 3,499 3,499<br />
Translation differences on consolidation – (1) (1)<br />
At 31 December 2005 – 3,498 3,498<br />
Amortisation charge for the year – 11,593 11,593<br />
Effects of proportionate consolidation – (8,133) (8,133)<br />
Translation differences on consolidation – (38) (38)<br />
At 31 December <strong>2006</strong> – 6,920 6,920<br />
Carrying amount<br />
At 1 January 2005 (restated) 31,395 – 31,395<br />
At 31 December 2005 (restated) 89,095 91,840 180,935<br />
At 31 December <strong>2006</strong> 122,118 30,800 152,918<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
4 Intangible assets – Group (Cont’d)<br />
Impairment test for cash-generating units containing goodwill<br />
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent<br />
the lowest level within the Group at which the goodwill is monitored for internal management purposes.<br />
The aggregate carrying amounts of goodwill allocated to each unit identified according to business segment<br />
are as follows:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Healthcare Services 31,395 31,395<br />
Unallocated 90,723 57,700<br />
122,118 89,095<br />
The recoverable amount of a cash-generating unit was based on its value in use. Value in use was determined<br />
by discounting the future cash flows generated from the continuing use of the unit and was based on the<br />
following key assumptions:<br />
• Cash flows were projected based on actual operating results and the five-year business plan.<br />
• The anticipated annual revenue growth included in the cash flow projections was 10% to 14% for the<br />
years 2007 to 2011.<br />
• A pre-tax discount rate of 9.4% to 11% was applied in determining the recoverable amount of the<br />
units. The discount rate was estimated based on the weighted average cost of capital of the entity to<br />
which the units belong.<br />
• The terminal value was estimated using the perpetuity growth model, with a growth rate to perpetuity<br />
of 5% to 6.5% applied to steady-state estimated earnings at the end of the explicit forecast period.<br />
The values assigned to the key assumptions represent management’s assessment of future trends in the<br />
healthcare industry and are based on both external sources and internal sources (historical data).<br />
5 Interests in subsidiaries – Company<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Unquoted equity investments, at cost 754,719 754,419<br />
Amounts due from subsidiaries (non-trade) 440,260 413,861<br />
Allowance for impairment loss (38,726) (28,436)<br />
401,534 385,425<br />
Amounts due to subsidiaries (non-trade) (379,014) (449,698)<br />
777,239 690,146<br />
62<br />
63<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
The amounts due from subsidiaries are unsecured and settlement is neither planned nor likely to occur in<br />
the foreseeable future. As these amounts are, in substance, a part of the Company’s net investment in the<br />
subsidiaries, they are stated at cost less accumulated impairment.<br />
The amounts due to subsidiaries are unsecured and settlement is neither planned nor likely to occur in<br />
the foreseeable future. As these amounts are, in substance, a return of capital by the subsidiaries to the<br />
Company, they are stated at cost.<br />
The amounts due from subsidiaries consist of $74,915,000 (2005: $81,623,000) loans and $365,345,000<br />
(2005: $332,238,000) loans which bear interest at between 1% to 4.5075% (2005: 1% to 3.1525%) per<br />
annum.<br />
The amounts due to subsidiaries consist of $379,014,000 (2005: $448,755,000) interest-free loans and<br />
$nil (2005: $943,000) loans which bear interest at nil% (2005: 1%) per annum.<br />
Effective interest rates and repricing analysis<br />
Effective<br />
interest<br />
rate<br />
Within<br />
1 year<br />
1 to 5<br />
years<br />
After<br />
5 years Total<br />
% $’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Amounts due from subsidiaries 1 to 4.5075 65,345 300,000 – 365,345<br />
2005<br />
Amounts due from subsidiaries 1 to 3.1525 182,238 150,000 – 332,238<br />
Amounts due to subsidiaries 1 943 – – 943<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Details of subsidiaries are as follows:<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
<strong>Parkway</strong> Properties Pte Ltd<br />
and its subsidiary:<br />
<strong>Parkway</strong> Promotions Pte Ltd<br />
M & P Investments Pte Ltd<br />
and its subsidiary:<br />
Investment holding Singapore 100 100<br />
Promoters and organisers of<br />
conferences and seminars<br />
Investment trading and<br />
property development<br />
Singapore 100 100<br />
Singapore 100 100<br />
S.P.I. Pte Ltd Investment trading Singapore 100 100<br />
Weian Investments Pte Ltd<br />
Commenced liquidation<br />
during the year<br />
Singapore 51 51<br />
Westront Pte Ltd Investment holding Singapore 100 100<br />
<strong>Parkway</strong> Hospitals Singapore<br />
Pte Ltd<br />
<strong>Parkway</strong> Group Healthcare<br />
Pte Ltd and its subsidiaries:<br />
Private hospitals ownership<br />
and management<br />
Singapore 100 100<br />
Investment holding Singapore 100 100<br />
iXchange Pte Ltd<br />
Gleneagles Medical<br />
Global Care Pte Ltd<br />
Agent and administrator for<br />
managed care and related<br />
services<br />
Commenced liquidation<br />
during the year<br />
Singapore 100 100<br />
Singapore 100 100<br />
<strong>Parkway</strong>-Healthcare<br />
(Mauritius) Ltd<br />
Investment holding Mauritius 100 100<br />
Shenton Insurance Pte. Ltd.<br />
Underwrite accident and<br />
healthcare insurance policies<br />
Singapore 100 100<br />
Mount Elizabeth Healthcare<br />
Holdings Ltd and its<br />
subsidiaries:<br />
Investment holding Singapore 100 100<br />
Mount Elizabeth Medical<br />
Holdings Ltd and<br />
its subsidiaries:<br />
Investment holding and rental<br />
of medical suites and retail<br />
units<br />
Singapore 100 100<br />
East Shore Medical<br />
Holdings Pte Ltd<br />
Investment holding Singapore 100 100<br />
64<br />
MENA Services Pte Ltd Nursing agency Singapore 100 100<br />
65<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Mount Elizabeth<br />
Ophthalmic Investments<br />
Pte Ltd<br />
Charter Asia Behavioural<br />
Health Services Pte Ltd<br />
Mount Elizabeth Healthcare<br />
Services Sdn Bhd and its<br />
subsidiary:<br />
Rental of medical equipment<br />
used for eye operations<br />
Singapore 66.48 66.48<br />
Liquidated during the year Singapore – 100<br />
Provision of laboratory services<br />
to hospitals and clinics<br />
Malaysia 100 100<br />
Orifolio Options Sdn Bhd Investment holding Malaysia 100 100<br />
Shanghai Gleneagles International<br />
Medical and Surgical Center<br />
<strong>Parkway</strong> Healthtech Investments<br />
Pte Ltd and its subsidiaries:<br />
Goldlink Investments<br />
Pte. Ltd. and its subsidiaries:<br />
Medi-Rad Associates Ltd<br />
and its subsidiaries:<br />
Provision of medical and<br />
healthcare services<br />
People’s Republic<br />
of China<br />
70 –<br />
Investment holding Singapore 100 100<br />
Investment holding Singapore 100 100<br />
Operation of radiology clinics Singapore 100 100<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
C-Med Pte Ltd<br />
Gleneagles CRC Pte Ltd<br />
and its subsidiaries:<br />
Gleneagles CRC (Thailand)<br />
Company Limited<br />
Commenced liquidation<br />
during the year<br />
Operation of a clinical<br />
research centre<br />
To conduct global and local<br />
clinical trials<br />
Gleneagles CRC (China) Pte Ltd. To conduct global and local<br />
clinical trials<br />
Gleneagles Clinical<br />
Operation of a clinical<br />
Research International Pte. Ltd. research centre<br />
Gleneagles CRC Pty Ltd<br />
Gleneagles International<br />
Pte. Ltd. and its subsidiaries:<br />
Gleneagles JPMC Sdn Bhd<br />
To conduct global and local<br />
clinical trials<br />
Singapore 100 100<br />
Singapore 100 100<br />
Thailand 100 100<br />
People’s Republic<br />
of China<br />
100 100<br />
Singapore 100 100<br />
Australia 100 –<br />
Investment holding Singapore 100 100<br />
Management and operation<br />
of a cardiac and cardiothoracic<br />
care centre<br />
Brunei<br />
Darussalam<br />
75 75<br />
Khim Medicare Private<br />
Limited<br />
Liquidated during the year Singapore – 75.51<br />
Gleneagles (Malaysia) Sdn<br />
Bhd and its subsidiary:<br />
Investment holding Malaysia 100 100<br />
Radiology Consultants Pte<br />
Ltd<br />
Radiology consultancy and<br />
interpretative services<br />
Singapore 100 100<br />
Pulau Pinang Clinic Sdn. Bhd.<br />
Private hospital ownership and<br />
management<br />
Malaysia 70 70<br />
66<br />
The Diagnostic X-Ray<br />
Centre Pte Ltd<br />
Drayson Investments<br />
Pte. Ltd. and its subsidiary:<br />
<strong>Parkway</strong> Laboratory<br />
Services Ltd<br />
Gleneagles Medical Holdings<br />
Limited and its subsidiaries:<br />
Gleneagles Medical Centre Ltd<br />
Gleneagles Radiology<br />
Consultants Pte Ltd<br />
Liquidated during the year Singapore – 100<br />
Investment holding Singapore 100 100<br />
Provision of comprehensive<br />
diagnostic laboratory services<br />
Singapore 100 100<br />
Investment holding Singapore 100 100<br />
Medical centre development,<br />
ownership and management<br />
Radiology consultancy and<br />
interpretative services<br />
Singapore 100 100<br />
Singapore 100 100<br />
Gleneagles Management<br />
Services Pte Ltd and<br />
its subsidiary:<br />
Gleneagles Heritage<br />
Hospital Management Limited<br />
Provision of advisory,<br />
administrative, management<br />
and consultancy services to<br />
healthcare facilities<br />
Singapore 100 100<br />
Dormant British Virgin Islands 75 75<br />
Gleneagles Pharmacy Pte Ltd Medical centre ownership Singapore 100 100<br />
Gleneagles Development<br />
Pte Ltd<br />
<strong>Parkway</strong> Informatics Pte Ltd<br />
Gleneagles Hospital (UK)<br />
Limited and its subsidiaries:<br />
Developing and managing<br />
turnkey hospital projects<br />
Commenced liquidation<br />
during the year<br />
Investment holding<br />
Singapore 100 100<br />
Singapore 100 100<br />
United<br />
Kingdom<br />
65 65<br />
67<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Cavendish Clinic Limited Dormant United<br />
Kingdom<br />
The Heart Hospital Limited<br />
Under company voluntary<br />
arrangement<br />
United<br />
Kingdom<br />
100 100<br />
100 100<br />
Shenton Medical<br />
Holdings Pte Ltd<br />
and its subsidiaries:<br />
Investment holding Singapore 100 100<br />
Shenton Medical Centre Pte Ltd Dormant Singapore 100 100<br />
The Heart Hospital<br />
Properties Limited<br />
Dormant<br />
United<br />
Kingdom<br />
Wholebond Limited Dormant United<br />
Kingdom<br />
Merlion Healthcare Limited Dormant United<br />
Kingdom<br />
Gleneagles Technologies<br />
Services Pte Ltd<br />
Ko, Djeng Gleneagles Pte Ltd<br />
<strong>Parkway</strong> Shenton Pte Ltd<br />
and its subsidiaries:<br />
GMMC Maritime<br />
Medical Centre Pte. Ltd.<br />
To provide consultancy<br />
services, perform equipment<br />
planning, procurement,<br />
testing and commissioning,<br />
and manage a healthcare<br />
facility<br />
To carry on the practice<br />
of dental surgeons and to<br />
operate dental clinics<br />
Investment holding and<br />
operation of a network<br />
of clinics and provision of<br />
comprehensive medical and<br />
surgical advisory services<br />
100 100<br />
100 100<br />
100 100<br />
Singapore 100 100<br />
Singapore 60 60<br />
Singapore 100 100<br />
Dormant Singapore 100 100<br />
SMG Medical Group Pte. Ltd. Dormant Singapore 100 100<br />
EHS Health Screeners Pte. Ltd. Dormant Singapore 100 100<br />
Swiss Zone Sdn Bhd and its<br />
subsidiaries:<br />
<strong>Pantai</strong> Holdings Berhad and<br />
its subsidiaries:<br />
<strong>Pantai</strong> Group Resources Sdn.<br />
Bhd. and its subsidiaries:<br />
<strong>Pantai</strong> Hospitals Sdn. Bhd.<br />
and its subsidiaries:<br />
<strong>Pantai</strong> Medical Centre Sdn.<br />
Bhd. and its subsidiaries:<br />
Angiography Sdn. Bhd.<br />
Magnetom Imaging Sdn.<br />
Bhd.<br />
Investment holding Malaysia 100 100<br />
Investment holding Malaysia Note 32 28.52^<br />
Investment holding Malaysia Note 32 100<br />
Investment holding and<br />
provision of management<br />
and consultation services to<br />
hospitals and medical centres<br />
Provision of medical, surgical<br />
and hospital services<br />
Provision of cardiac<br />
catherisation services<br />
Provision of medical<br />
diagnostic services and other<br />
related ventures<br />
Malaysia Note 32 100<br />
Malaysia Note 32 100<br />
Malaysia Note 32 66.8<br />
Malaysia Note 32 51.4<br />
Gleneagles Maritime Medical<br />
Centre (China) Limited<br />
Dormant Hong Kong 100 100<br />
PMC Radio-Surgery Sdn.<br />
Bhd.<br />
Provision of radiotherapy<br />
facilities<br />
Malaysia Note 32 100<br />
Nippon Medical Care Pte Ltd Operation of clinics Singapore 70 70<br />
Ganda Gema Sdn. Bhd. Dormant Malaysia Note 32 100<br />
<strong>Parkway</strong> Shenton<br />
International Holdings<br />
Pte. Ltd. and its subsidiary:<br />
<strong>Parkway</strong> Shenton Vietnam<br />
Limited<br />
Investment holding Singapore 100 100<br />
Operation of primary<br />
healthcare centre<br />
Vietnam 100 100<br />
Cheras Medical Centre Sdn.<br />
Bhd.<br />
<strong>Pantai</strong> Klang Specialist<br />
Medical Centre Sdn. Bhd.<br />
Provision of medical, surgical<br />
and hospital services<br />
Provision of medical, surgical<br />
and hospital services<br />
Malaysia Note 32 100<br />
Malaysia Note 32 100<br />
68<br />
Shenton Family Medical<br />
Clinics Pte Ltd<br />
To provide, establish and carry<br />
on the business of clinics<br />
Singapore 100 100<br />
69<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Syarikat Tunas <strong>Pantai</strong> Sdn.<br />
Bhd.<br />
Paloh Medical Centre Sdn.<br />
Bhd.<br />
Hospital <strong>Pantai</strong> Ayer Keroh<br />
Sdn. Bhd. and its<br />
subsidiaries:<br />
Provision of medical, surgical<br />
and hospital services<br />
Provision of medical, surgical<br />
and hospital services<br />
Provision of medical, surgical<br />
and hospital services<br />
Malaysia Note 32 80.7<br />
Malaysia Note 32 77.8<br />
Malaysia Note 32 70<br />
Mikrogema Sdn. Bhd. Dormant Malaysia Note 32 100<br />
HPAK Lithotripsy Services<br />
Sdn. Bhd.<br />
Provision of lithotripter<br />
services<br />
Malaysia Note 32 80<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
<strong>Pantai</strong> Fomema &<br />
Systems Sdn. Bhd. and its<br />
subsidiary:<br />
Fomema Sdn. Bhd.<br />
Pengkalan Usaha (M) Sdn<br />
Bhd.<br />
Investment holding and<br />
supervision of medical<br />
examination of foreign<br />
workers in Malaysia<br />
Monitoring of medical<br />
examination of foreign<br />
workers in Malaysia<br />
Supervision of medical<br />
examination of foreign<br />
workers in Malaysia<br />
Malaysia Note 32 100<br />
Malaysia Note 32 75<br />
Malaysia Note 32 100<br />
Healthpac Industries Sdn. Bhd.Dormant Malaysia Note 32 100<br />
HPAK Cancer Centre Sdn.<br />
Bhd.<br />
Provision of services for cancer<br />
diseases<br />
Malaysia Note 32 70<br />
Conso-Asli Sdn. Bhd.<br />
and its subsidiary:<br />
Investment holding Malaysia Note 32 100<br />
Hospital <strong>Pantai</strong> Indah<br />
Sdn. Bhd. and its subsidiary:<br />
Provision of medical, surgical<br />
and hospital services<br />
Malaysia Note 32 100<br />
HPI Dialysis Centre Sdn. Bhd. Dormant Malaysia Note 32 100<br />
PT. <strong>Pantai</strong> Healthcare<br />
Consulting<br />
<strong>Pantai</strong> Support Services Sdn.<br />
Bhd. and its subsidiaries:<br />
Provision of healthcare<br />
consulting services<br />
Investment holding and<br />
provision of management<br />
and consultation services to<br />
healthcare related service<br />
sectors<br />
Indonesia Note 32 50 ##<br />
Malaysia Note 32 100<br />
Kuala Lumpur Medical<br />
Centre (Asia Pacific) Sdn.<br />
Bhd.<br />
Cyberwide Finance Limited<br />
and its subsidiary:<br />
Maxgold Investments<br />
Group Limited and its<br />
subsidiary:<br />
Glossmere Investments<br />
Limited<br />
Dormant Malaysia Note 32 51<br />
Investment holding<br />
Investment holding<br />
Investment holding<br />
British Virgin<br />
Islands<br />
British Virgin<br />
Islands<br />
British Virgin<br />
Islands<br />
Note 32 100<br />
Note 32 100<br />
Note 32 100<br />
<strong>Pantai</strong> Premier Pathology<br />
Sdn. Bhd.<br />
Provision of medical<br />
laboratory services<br />
Malaysia Note 32 100<br />
<strong>Pantai</strong> Management<br />
Resources Sdn. Bhd.<br />
Provision of administration<br />
support, training, research<br />
and development services<br />
Malaysia Note 32 100<br />
<strong>Pantai</strong> Education Sdn. Bhd.<br />
Provision of educational<br />
programs and training courses<br />
for healthcare and related<br />
fields<br />
Malaysia Note 32 100<br />
Credit Enterprise Sdn. Bhd. Dormant Malaysia Note 32 100<br />
Seraya Sensa Sdn. Bhd. Investment holding Malaysia Note 32 100<br />
70<br />
<strong>Pantai</strong> Columbia Sdn. Bhd. Dormant Malaysia Note 32 100<br />
Golden Home Care Sdn. Bhd. Dormant Malaysia Note 32 100<br />
<strong>Pantai</strong> Integrated Rehab<br />
Services Sdn. Bhd.<br />
Provision of rehabilitation<br />
services<br />
Malaysia Note 32 85<br />
<strong>Pantai</strong> Medivest Lanka<br />
(Private) Limited<br />
PT. <strong>Pantai</strong> Healthcare<br />
Consulting<br />
<strong>Pantai</strong> Medivest Sdn. Bhd.<br />
and its subsidiaries:<br />
Dormant Sri Lanka Note 32 50 #<br />
Provision of healthcare<br />
consulting services<br />
Provision of clinical waste<br />
management, cleaning and<br />
maintenance services for<br />
hospitals<br />
Indonesia Note 32 50 ##<br />
Malaysia Note 32 100<br />
71<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
5 Interests in subsidiaries – Company (Cont’d)<br />
Place of<br />
incorporation Equity interest<br />
Name of subsidiary Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
6 Interests in associates<br />
<strong>2006</strong><br />
$’000<br />
Group<br />
2005<br />
$’000<br />
(restated)<br />
<strong>2006</strong><br />
$’000<br />
Company<br />
2005<br />
$’000<br />
Aroma Laundry & Dry<br />
Cleaners Sdn. Bhd. and<br />
its subsidiaries:<br />
Provision of laundry and dry<br />
cleaning services<br />
Malaysia Note 32 50.01<br />
Zoom Valet Services Sdn. Bhd. Dormant Malaysia Note 32 100<br />
Mediwash Sdn. Bhd. Dormant Malaysia Note 32 100<br />
<strong>Pantai</strong> Medivest Lanka<br />
(Private) Limited<br />
Dormant Sri Lanka Note 32 50 #<br />
Unquoted equity shares, at cost – – 64 64<br />
Share of net assets 9,482 46,136 – –<br />
9,482 46,136 64 64<br />
Amounts due from associates (mainly non-trade) 9,623 12,822 – –<br />
Allowance for impairment loss (3,179) (4,078) – –<br />
6,444 8,744 – –<br />
Amounts due to associates (mainly non-trade) (4,804) (4,913) (4,367) (4,393)<br />
11,112 49,967 (4,303) (4,329)<br />
Group<br />
<strong>Pantai</strong> Medivest (India)<br />
Private Limited<br />
Dormant India Note 32 100<br />
The amounts due from associates are unsecured and interest-free, and settlement is neither planned nor likely<br />
to occur in the foreseeable future. As these amounts are, in substance, a part of the Group’s net investment<br />
in the associates, they are stated at cost less accumulated impairment loss.<br />
^<br />
Notwithstanding that the equity interest is not more than 50%, for the purpose of the consolidated financial statements, the<br />
Company has accounted for <strong>Pantai</strong> Holdings Berhad as a subsidiary for the year ended 31 December 2005 in accordance with<br />
FRS 27, on the basis that, inter alia, the Company had board control of the latter.<br />
# Accounted for as a subsidiary as 50% of <strong>Pantai</strong> Medivest Lanka (Private) Limited is each held by <strong>Pantai</strong> Group Resources Sdn.<br />
Bhd. and <strong>Pantai</strong> Medivest Sdn. Bhd.<br />
## Accounted for as a subsidiary as 50% of PT. <strong>Pantai</strong> Healthcare Consulting is each held by <strong>Pantai</strong> Hospitals Sdn. Bhd. and <strong>Pantai</strong><br />
Group Resources Sdn. Bhd.<br />
KPMG Singapore are the auditors of all Singapore-incorporated subsidiaries. Other member firms of KPMG<br />
International are auditors of significant foreign-incorporated subsidiaries. For this purpose, a subsidiary is<br />
considered significant as defined under the Singapore Exchange Securities Trading Limited (SGX-ST) Listing<br />
Manual if its net tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if<br />
its pre-tax profits account for 20% or more of the Group’s consolidated pre-tax profits.<br />
The amounts due to associates include amounts denominated primarily in Australian dollars which are<br />
unsecured and interest-free, and settlement is neither planned nor likely to occur in the foreseeable future.<br />
As these amounts are, in substance, a return of capital by the associates to the Group, they are stated at<br />
cost.<br />
Details of associates are set out in note 31.<br />
The financial information of the associates is as follows:<br />
<strong>2006</strong><br />
$’000<br />
2005<br />
$’000<br />
(restated)<br />
Assets and liabilities<br />
Non-current assets 70,735 304,587<br />
Current assets 29,782 264,602<br />
Total assets 100,517 569,189<br />
Current liabilities (35,037) (189,068)<br />
Non-current liabilities (28,831) (53)<br />
Total liabilities (68,868) (189,121)<br />
Results<br />
Revenue 61,388 110,047<br />
Expenses (56,552) (83,291)<br />
Profit after taxation 4,836 26,756<br />
The summarised financial information relating to associates is not adjusted for the percentage of ownership<br />
held by the Group.<br />
72<br />
73<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
6 Interests in associates (Cont’d)<br />
Company<br />
The amount due to an associate denominated in Australian dollars is unsecured and interest-free, and<br />
settlement is neither planned nor likely to occur in the foreseeable future. As the amount is, in substance, a<br />
return of capital by the associate to the Company, it is stated at cost.<br />
7 Balances with joint ventures and joint venture partners – Group<br />
Amount due from joint ventures<br />
The amounts due from joint ventures are unsecured and interest-free, and settlement is neither planned<br />
nor likely to occur in the forseeable future. As these amounts are, in substance, a part of the Group’s net<br />
investment in these joint ventures, they are stated at cost less accumulated impairment loss.<br />
Amount due to joint venture partners<br />
The non-current amounts due to joint venture partners are unsecured, interest-free and settlement is neither<br />
planned nor likely to occur in the foreseeable future. As these amounts are, in substance, a part of the joint<br />
venture partners’ net investments in the joint ventures, they are stated at cost.<br />
The current amounts due to joint venture partners are unsecured and are repayable with the next twelve<br />
months. Interest is charged at 4.5% per annum.<br />
Details of joint ventures are set out in note 32.<br />
The following summarised financial information of the joint ventures represents the Group’s share.<br />
<strong>2006</strong><br />
$’000<br />
2005<br />
$’000<br />
(restated)<br />
Assets and liabilities<br />
Non-current assets 161,559 36,500<br />
Current assets 57,262 6,082<br />
Total assets 218,821 42,582<br />
Current liabilities (79,268) (6,584)<br />
Non-current liabilities (14,603) (33,071)<br />
Total liabilities (93,871) (39,655)<br />
Results<br />
Revenue 47,433 14,645<br />
Expenses (46,187) (13,718)<br />
Profit after taxation 1,246 927<br />
Capital commitments not provided for in the financial statements:<br />
– Amount authorised and contracted for 5,100 5,443<br />
– Amount authorised but not contracted for 4,352 67<br />
9,452 5,510<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
8 Other financial assets<br />
Group<br />
Company<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
Club memberships 138 122 – –<br />
Non-current investments:<br />
Available-for-sale quoted equity securities 49,030 28,726 – –<br />
Available-for-sale unquoted equity securities 4,785 4,566 1,013 1,013<br />
Impairment losses (4,530) (4,530) (1,013) (1,013)<br />
255 36 – –<br />
49,423 28,884 – –<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Current investments:<br />
Available-for-sale quoted equity securities – 39<br />
Available-for-sale unquoted other investments 520 –<br />
Quoted equity securities held for trading – 181<br />
520 220<br />
Non-current investments in available-for-sale unquoted equity securities are stated at cost as their fair values<br />
cannot be reliably measured in view that they do not have a quoted market price in an active market, the<br />
range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be<br />
reasonably assessed.<br />
Non-current investments in available-for-sale quoted equity securities include a 22% effective equity interest<br />
held in Auric Pacific Group Ltd with a carrying value of $31,067,000 (2005: $28,043,000). The investment<br />
has been accounted for as a non-current investment as the Group does not have significant influence over<br />
the financial and operational policies of the investee.<br />
9 Notes receivables – Group and Company<br />
Notes receivables relate to the consideration receivable in respect of the Group’s divestment in an associate in<br />
prior years. The notes are denominated in Hong Kong dollars and are unsecured and bear interest at a fixed<br />
rate of 1% (2005: 1%) per annum. The periods in which they mature are as follows:<br />
Effective<br />
interest rate<br />
Within 1<br />
year<br />
1 to 5<br />
years<br />
After<br />
5 years Total<br />
% $’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Non-current 4.38 – 27,967 – 27,967<br />
Current 3.82 5,601 – – 5,601<br />
2005<br />
Non-current 3.82 – 35,463 – 35,463<br />
Current 3.07 6,021 – – 6,021<br />
74<br />
75<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
10 Deferred tax (assets)/liabilities<br />
Movements in deferred tax assets and liabilities (prior to offsetting of balances) during the year are as<br />
follows:<br />
Group<br />
At<br />
1 Jan 2005<br />
Effects of<br />
adopting<br />
FRS 39<br />
Acquisition<br />
of<br />
subsidiaries<br />
(Note 27)<br />
Disposal of<br />
subsidiaries<br />
(Note 27)<br />
Charged/<br />
(Credited)<br />
to income<br />
statement<br />
Translation<br />
differences<br />
At<br />
31 Dec 2005<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Deferred tax assets<br />
Trade receivables (10) – (270) – (275) 10 (545)<br />
Other allowances (82) – – – 29 – (53)<br />
Notes receivables – (421) – – 209 – (212)<br />
Tax value of unutilised<br />
tax losses carried<br />
forward – – (3,169) – 1,312 116 (1,741)<br />
Tax value of<br />
unabsorbed<br />
investment<br />
allowances carried<br />
forward (250) – – – 250 – –<br />
(342) (421) (3,439) – 1,525 126 (2,551)<br />
Deferred tax<br />
liabilities<br />
Property, plant and<br />
equipment 28,277 – 8,722 (9) (445) (266) 36,279<br />
Interest receivables 35 – – – (35) – –<br />
28,312 – 8,722 (9) (480) (266) 36,279<br />
Net deferred tax<br />
liabilities 27,970 (421) 5,283 (9) 1,045 (140) 33,728<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
10 Deferred tax (assets)/liabilities (Cont’d)<br />
Group<br />
Charged/<br />
(Credited)<br />
to income<br />
At<br />
1 Jan <strong>2006</strong><br />
Effects of<br />
proportionate<br />
consolidation statement<br />
Translation<br />
differences<br />
$’000 $’000 $’000 $’000 $’000<br />
At<br />
31 Dec <strong>2006</strong><br />
Deferred tax assets<br />
Trade receivables (545) 103 305 1 (136)<br />
Other allowances (53) – 53 – –<br />
Notes receivables (212) – 205 – (7)<br />
Tax value of unutilised tax losses<br />
carried forward (1,741) 1,004 261 20 (456)<br />
Other provisions – – (78) 3 (75)<br />
Discount on bonds – – (529) – (529)<br />
(2,551) 1,107 217 24 (1,203)<br />
Deferred tax liabilities<br />
Property, plant and equipment 36,279 (3,741) 601 (238) 32,901<br />
Net deferred tax liabilities 33,728 (2,634) 818 (214) 31,698<br />
Company At 1 Jan 2005<br />
Effects of<br />
adopting FRS 39<br />
Charged/(Credited)<br />
to income<br />
statement At 31 Dec 2005<br />
$’000 $’000 $’000 $’000<br />
Deferred tax asset<br />
Notes receivables – (421) 209 (212)<br />
Deferred tax liability<br />
Interest receivables 35 – (35) –<br />
Net deferred tax liabilities/<br />
(assets) 35 (421) 174 (212)<br />
76<br />
77<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
10 Deferred tax (assets)/liabilities (Cont’d)<br />
Company At 1 Jan <strong>2006</strong><br />
Charged<br />
to income statement At 31 Dec <strong>2006</strong><br />
$’000 $’000 $’000<br />
Deferred tax asset<br />
Notes receivables (212) 205 (7)<br />
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax<br />
assets against current tax liabilities and when the deferred taxes relate to the same taxation authority. The<br />
amounts determined after appropriate offsetting are included in the balance sheet as follows:<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Deferred tax assets (1,023) (1,813)<br />
Deferred tax liabilities 32,721 35,541<br />
11 Completed properties held for resale – Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Completed properties held for resale, at cost 806 806<br />
Allowance for foreseeable losses (227) (227)<br />
579 579<br />
12 Inventories – Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Inventories 16,771 17,795<br />
Allowance for inventory obsolescence (397) (347)<br />
16,374 17,448<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
13 Trade receivables – Group<br />
<strong>2006</strong><br />
$’000<br />
2005<br />
$’000<br />
(restated)<br />
Trade receivables 98,874 95,705<br />
Allowance for impairment loss (12,171) (18,250)<br />
86,703 77,455<br />
Receivables denominated in currencies other than the Company’s functional currency comprise trade<br />
receivables denominated in Malaysia Ringgit and various other foreign currencies amounting to $27,913,000<br />
(2005: $48,871,000) and $7,783,000 (2005: $8,485,000) respectively.<br />
The Group’s primary exposure to credit risk arises through its trade receivables. Concentration of credit risk<br />
relating to trade receivables is limited and the Group’s historical experience in the collection of accounts<br />
receivable falls within the recorded allowances. Due to these factors, management believes that no additional<br />
credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.<br />
14 Other receivables, deposits and prepayments<br />
<strong>2006</strong><br />
$’000<br />
Group<br />
2005<br />
$’000<br />
(restated)<br />
<strong>2006</strong><br />
$’000<br />
Company<br />
2005<br />
$’000<br />
Interest receivables 179 269 163 203<br />
Prepayments 5,512 6,452 5 216<br />
Sundry deposits 4,405 5,224 1 2<br />
10,096 11,945 169 421<br />
Other receivables 8,410 13,467 3 16<br />
Allowance for impairment loss (652) (250) – –<br />
7,758 13,217 3 16<br />
17,854 25,162 172 437<br />
Other receivables are unsecured and interest-free, and are repayable within the next twelve months.<br />
Inventories with carrying value of $324,000 (2005: $844,000) have been pledged as security for bank<br />
overdraft facilities granted to certain joint ventures.<br />
78<br />
79<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
15 Cash and cash equivalents<br />
Group<br />
Company<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
(restated)<br />
Fixed deposits with financial institutions 61,640 54,236 3,182 3,215<br />
Cash and bank balances 31,896 53,773 4,856 5,477<br />
93,536 108,009 8,038 8,692<br />
Bank overdrafts:<br />
- secured (464) (2,289)<br />
- unsecured (202) (1,316)<br />
(666) (3,605)<br />
Fixed deposits pledged (17,639) (13,554)<br />
Cash and cash equivalents in Consolidated<br />
Cash Flow Statement 75,231 90,850<br />
Fixed deposits pledged comprise sinking fund for the redemption of bonds and those pledged to banks and<br />
finance companies for credit facilities granted to certain joint ventures.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
16 Share capital (Cont’d)<br />
On the date of commencement of the Companies (Amendment) Act 2005 on 30 January <strong>2006</strong>:<br />
(a)<br />
(b)<br />
(c)<br />
the concept of authorised share capital was abolished;<br />
shares of the Company ceased to have par value; and<br />
the amount standing to the credit of the Company’s share premium account became part of the<br />
Company’s share capital.<br />
Prior to this, the authorised share capital of the Company was $500,000,000, comprising 2,000,000,000<br />
ordinary shares of $0.25 each.<br />
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled<br />
to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s<br />
residual assets.<br />
During the financial year, the Company issued the following ordinary shares pursuant to the <strong>Parkway</strong> Share<br />
Option Scheme 2001:<br />
(i)<br />
(ii)<br />
735,500 ordinary shares at $0.865 per share;<br />
375,000 ordinary shares at $0.94 per share;<br />
The bank overdrafts are secured by certain property, plant and equipment and other assets as disclosed in<br />
note 19(d).<br />
The effective interest rates per annum relating to fixed deposits with financial institutions and bank overdrafts<br />
at the balance sheet date are as follows:<br />
(iii)<br />
(iv)<br />
(v)<br />
1,940,750 ordinary shares at $0.835 per share and 25,000 ordinary shares at $0.785* per share;<br />
462,000 ordinary shares at $1.4267 per share; and<br />
12,500 ordinary shares at $2.053 per share and 5,000 ordinary shares at $2.003* per share.<br />
Group<br />
Company<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
% % % %<br />
Fixed deposits with financial institutions 2.81 to 5.60 1.44 to 4.00 2.875 to 4.78 3.00 to 4.00<br />
Bank overdrafts 7.00 to 8.25 7.25 to 7.75 – –<br />
Interest rates reprice at intervals of one, three or six months.<br />
16 Share capital<br />
Group and Company<br />
<strong>2006</strong> 2005<br />
No. of No. of<br />
shares shares<br />
Issued and fully-paid:<br />
At 1 January 727,013,212 722,911,462<br />
Issue of shares under share option scheme 3,555,750 4,101,750<br />
Rights issue 36,522,948 –<br />
At 31 December 767,091,910 727,013,212<br />
* Exercise price after $0.05 downward adjustment for the rights issue<br />
On 28 September <strong>2006</strong>, the Company announced a special interim cash dividend of 11.25 cents less tax of<br />
20% per ordinary share and a proposed renounceable non-underwritten rights issue of new ordinary shares<br />
at an issue price of $1.80 for each rights share, on the basis of one rights share for every twenty ordinary<br />
shares held. Shareholders may elect to use all or part of the special dividend to pay for the rights shares. On<br />
12 December <strong>2006</strong>, the Company allotted and issued 36,522,948 rights shares for valid acceptances received<br />
and credited share capital with $65,741,000.<br />
17 Reserves<br />
The capital reserves comprise discretionary reserves that has been set aside by the Directors in respect of<br />
premium on bonds previously issued, net of issuing expenses.<br />
The exchange fluctuation reserves of the Group comprise foreign exchange differences arising from the<br />
translation of the financial statements of foreign operations whose functional currencies are different from<br />
the functional currency of the Company and the exchange differences on monetary items which form part of<br />
the Group’s net investment in the foreign operation, provided certain conditions are met.<br />
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow<br />
hedging instruments relating to hedged transactions that have not yet occurred.<br />
The fair value reserve includes the cumulative net change in the fair value of available-for-sale investments<br />
until the investment is derecognised.<br />
80<br />
The share option reserve comprises the cumulative value of employee services received for the issue of share<br />
options.<br />
81<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits<br />
Employee benefits in the financial statements represent liabilities for short-term accumulating compensated<br />
absences.<br />
In addition, certain employees are eligible to participate in the following equity compensation benefits:<br />
<strong>Parkway</strong> Share Option Scheme 2001 (<strong>Parkway</strong> Scheme 2001)<br />
The <strong>Parkway</strong> Scheme 2001 was approved by the shareholders of the Company at an Extraordinary General<br />
Meeting held on 18 January 2001. Details of the <strong>Parkway</strong> Scheme 2001 and amendments effected by<br />
a resolution passed at the Extraordinary General Meeting of the Company held on 4 July 2001 were set<br />
out in the Directors’ <strong>Report</strong> for the year ended 31 December 2001. Pursuant to an Extraordinary General<br />
Meeting held on 2 November <strong>2006</strong>, the <strong>Parkway</strong> Scheme 2001 was further amended to, inter alia, take into<br />
account the Companies (Amendment) Act 2005 which came into operation on 30 January <strong>2006</strong>, including<br />
to provide for the possible use of treasury shares in the scheme, and to allow the share options to be granted<br />
at a discount, as well as to provide greater flexiblilty in the determination of the vesting period of the share<br />
options, which shall be on or after the first anniversary or second anniversary (as the case may be) of the date<br />
on which the option is granted.<br />
The <strong>Parkway</strong> Scheme 2001 was previously administered by the Company’s Share Option Scheme Committee.<br />
This Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the administration of the<br />
<strong>Parkway</strong> Scheme 2001 was assigned to the Remuneration Committee. The Remuneration Committee<br />
comprises 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang, Sunil Chandiramani and<br />
Ashish Jaiprakash Shastry.<br />
Information regarding the <strong>Parkway</strong> Scheme 2001 is set out below:<br />
Market Price Options<br />
(i)<br />
(ii)<br />
The exercise price of the option is determined at the average of the last dealt price of the Company’s<br />
shares on the Singapore Exchange Securities Trading Limited (SGX-ST) prevailing on the three consecutive<br />
trading days immediately preceding the date of grant of such options (the Market Price).<br />
The options shall be subject to such conditions (including any vesting schedule) as may be imposed<br />
by the Committee and shall be exercisable, in whole or in part, during the period commencing one<br />
year after the grant date and expiring on the fifth anniversary of the grant date unless they have been<br />
cancelled or have lapsed prior to the date.<br />
Incentive Options<br />
(i)<br />
(ii)<br />
The exercise price of the option is determined by the Remuneration Committee at a discount to the<br />
Market Price, provided that the maximum discount does not exceed 20% of the Market Price.<br />
The options shall be subject to such conditions (including any vesting schedule) as may be imposed by<br />
the Committee and shall be exercisable, in whole or in part, during the period commencing after the<br />
second anniversary of the grant date and expiring on the fifth anniversary of the grant date unless they<br />
have been cancelled or have lapsed prior to that date.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits (Cont’d)<br />
Movements in the number of share options and their related weighted average exercise prices are as<br />
follows:<br />
Weighted<br />
average<br />
exercise<br />
price<br />
Weighted<br />
average<br />
exercise<br />
price<br />
No. of<br />
options<br />
No. of<br />
options<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
$ $<br />
At 1 January 1.5818 13,109,750 0.9932 10,922,000<br />
Granted and accepted 2.3519 6,386,000 2.0679 6,865,000<br />
Exercised 0.9347 (3,555,750) 0.8909 (4,101,750)<br />
Cancelled 1.9452 (749,500) 1.1344 (575,500)<br />
At 31 December 1.9889 15,190,500 1.5818 13,109,750<br />
Exercisable at 31 December 1.5251 3,413,625 0.9629 3,425,250<br />
Options exercised during the year resulted in 3,555,750 (2005: 4,101,750) new ordinary shares being issued<br />
at a weighted average price of $0.9347 (2005: $0.8909) each. Options were exercised on a regular basis<br />
throughout both years. The weighted average share price during the year was $2.45 (2005: $1.86) per<br />
share.<br />
Share options outstanding at the end of the year have the following expiry dates and exercise prices:<br />
Exercise<br />
Options<br />
outstanding<br />
Options<br />
outstanding<br />
Date of grant of options Expiry date price <strong>2006</strong> 2005<br />
$<br />
9 April 2001 9 April <strong>2006</strong> 0.8650 – 736,000<br />
19 September 2001 19 September <strong>2006</strong> 0.9400 – 375,000<br />
19 April 2002 19 April 2007 0.7850* 955,500 2,996,750<br />
19 November 2004 19 November 2009 1.3767* 1,577,500 2,137,000<br />
15 November 2005 15 November 2010 2.0030* 3,557,500 3,855,000<br />
9 December 2005 9 December 2010 2.0370* 3,120,000 3,010,000<br />
9 March <strong>2006</strong> 9 March 2011 2.3030* 4,830,000 –<br />
17 November <strong>2006</strong> 17 November 2011 2.3100*^1 150,000 –<br />
17 November <strong>2006</strong> 17 November 2011 2.3400*^2 1,000,000 –<br />
15,190,500 13,109,750<br />
* Following the rights issue of the Company in December <strong>2006</strong>, the exercise prices of the options were adjusted<br />
downwards by $0.05 to give the option holders the effect of having the same proportion of equity capital as that<br />
to which they were previously entitled.<br />
^<br />
During the financial year ended 31 December <strong>2006</strong>, 1,150,000 share options were granted at a discount of more than<br />
10% representing 18.5% of the total number of share options granted during the financial year under review.<br />
1<br />
Options granted at a discount of 16.21% of the Market Price.<br />
2<br />
Options granted at a discount of 15.15% of the Market Price.<br />
82<br />
83<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits (Cont’d)<br />
The fair value of services received in return for share options granted are measured by reference to the fair<br />
value of share options granted. The estimate of the fair value of the services received is measured based<br />
on the Trinomial option pricing model. The expected life used in the model has been adjusted, based on<br />
management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural<br />
considerations.<br />
Date of grant of options<br />
Fair value of share options<br />
and assumptions<br />
19 November<br />
2004<br />
15 November<br />
2005<br />
9 December<br />
2005<br />
9 March<br />
<strong>2006</strong><br />
17 November<br />
<strong>2006</strong><br />
17 November<br />
<strong>2006</strong><br />
Fair value at measurement<br />
date $0.217 $0.258 $0.388 $0.372 $0.975 $0.834<br />
Share price $1.45 $2.01 $2.14 $2.37 $2.89 $2.89<br />
Exercise price $1.4267 $2.053 $2.087 $2.353 $2.36 $2.39<br />
Expected volatility 28.0% 28.0% 28.0% 27.0% 30.0% 30.0%<br />
Expected option life 3.3 years 3.5 years 4.0 years 4.0 years 4.5 years 3.0 years<br />
Expected dividends 4.14% 4.98% 4.67% 5.10% 3.63% 3.63%<br />
Risk-free interest rate 1.87% 2.89% 3.13% 3.23% 3.06% 3.06%<br />
The expected volatility is based on the historic volatility (calculated based on the weighted average expected<br />
life of the share options), adjusted for any expected changes to future volatility due to publicly available<br />
information.<br />
There are no market conditions associated with the share option grants. Service conditions and non-market<br />
performance conditions are not taken into account in the measurement of the fair value of services to be<br />
received at the grant date.<br />
<strong>Parkway</strong> Performance Share Plan<br />
At the same Extraordinary General Meeting held on 2 November <strong>2006</strong>, the shareholders of the Company<br />
approved the <strong>Parkway</strong> Performance Share Plan. The <strong>Parkway</strong> Performance Share Plan is administered by the<br />
Remuneration Committee, comprising 4 directors, namely, Timothy David Dattels, Richard Seow Yung Liang,<br />
Sunil Chandiramani and Ashish Jaiprakash Shastry.<br />
Under the <strong>Parkway</strong> Performance Share Plan, eligible employees and non-executive directors of the Company<br />
and its subsidiaries will be awarded with fully paid up ordinary shares of the Company, or cash in lieu of<br />
ordinary shares of the Company equivalent to the aggregate market value of such performance shares or a<br />
combination of both, upon the expiry of the prescribed vesting period when certain prescribed performance<br />
targets are met. The performance shares which may be issued pursuant to awards granted under the <strong>Parkway</strong><br />
Performance Share Plan, when added to the aggregate number of ordinary shares issued pursuant to other<br />
share-based incentive schemes of the Company, shall not exceed 15% of the total number of issued ordinary<br />
shares of the Company on the day immediately preceding the date on which the award is granted.<br />
No performance shares have been awarded to employees or non-executive directors of the Company and its<br />
subsidiaries since the adoption of the <strong>Parkway</strong> Performance Share Plan by the Company.<br />
<strong>Pantai</strong> Holdings Berhad Employee Share Option Scheme (<strong>Pantai</strong> ESOS)<br />
The <strong>Pantai</strong> ESOS was approved by the shareholders and bondholders of <strong>Pantai</strong> Holdings Berhad (PHB) at an<br />
Extraordinary General Meeting held on 5 February 2002.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits (Cont’d)<br />
At an Extraordinary General Meeting held on 14 September 2004, PHB obtained approval from its shareholders<br />
and bondholders to vary certain Bye-Laws of its existing <strong>Pantai</strong> ESOS and certain clauses of its Articles of<br />
Association after taking into consideration the amendments to the Bursa Securities Listing Requirements in<br />
relation to share schemes for employees, which became effective on 10 February 2004.<br />
Details of the <strong>Pantai</strong> ESOS were set out in the Directors’ <strong>Report</strong> of PHB for the year ended 30 June 2005.<br />
The <strong>Pantai</strong> ESOS is administered by PHB’s Options Committee.<br />
Information regarding the <strong>Pantai</strong> ESOS is set out below:<br />
(i)<br />
(ii)<br />
the exercise price of the option is determined at a discount of not more than 10% from the weighted<br />
average of the mean market quotation of the ordinary shares of PHB as quoted and shown in the daily<br />
official list issued by the Bursa Malaysia Securities Berhad for the five preceding market days prior to the<br />
date of offer or at par value of the ordinary shares of PHB, whichever is higher;<br />
The options vest from the date of grant and are in accordance with the vesting schedule set out below:<br />
For employees and directors who are granted between 1 and 49,999 options, the options expire after three<br />
years unless they have been cancelled or lapsed prior to that date. The vesting schedule for the options is<br />
as follows:<br />
Vesting schedule<br />
Percentage of shares over which the<br />
options are exercisable<br />
On or before the first anniversary of the grant date 40%<br />
After the first anniversary, and on or before the<br />
second anniversary of the grant date 80%<br />
After the second anniversary, and on or before the<br />
third anniversary of the grant date 100%<br />
For employees and directors who are granted 50,000 or more options, the options expire after five years unless<br />
they have been cancelled or lapsed prior to that date. The vesting schedule for the options is as follows:<br />
Vesting schedule<br />
Percentage of shares over which the<br />
options are exercisable<br />
On or before the first anniversary of the grant date 40%<br />
After the first anniversary, and on or before the<br />
second anniversary of the grant date 60%<br />
After the second anniversary, and on or before the<br />
third anniversary of the grant date 80%<br />
After the third anniversary, and on or before the<br />
fourth anniversary of the grant date 90%<br />
After the fourth anniversary, and on or before the<br />
fifth anniversary of the grant date 100%<br />
84<br />
On 28 December 2005, the Options Committee approved the acceleration of all outstanding options as at that<br />
date to be vested by 31 December 2005.<br />
85<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits (Cont’d)<br />
Movements in the number of share options and their related weighted average exercise prices are as<br />
follows:<br />
Weighted<br />
average<br />
exercise<br />
price<br />
Weighted<br />
average<br />
exercise<br />
price<br />
No. of<br />
options<br />
No. of<br />
options<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
RM<br />
RM<br />
At 1 January/Date of acquisition 1.00 4,899,500 1.00 18,704,800<br />
Granted – – – –<br />
Exercised 1.00 (4,478,300) 1.00 (13,801,800)<br />
Cancelled 1.00 (421,200) 1.00 (3,500)<br />
At 31 December – – 1.00 4,899,500<br />
Exercisable at 31 December – – 1.00 3,286,420<br />
Options exercised during the year resulted in 4,478,300 (2005: 13,801,800) new ordinary shares in the joint<br />
venture being issued at a weighted average price of RM1.00 (2005: RM1.00) each. Options were exercised<br />
on a regular basis throughout both periods. The weighted average share price during the year was RM2.35<br />
(2005: RM1.87) per share.<br />
Share options outstanding at the end of the year have the following expiry dates and exercise prices:<br />
Date of grant<br />
Exercise<br />
Options<br />
outstanding<br />
Options<br />
outstanding<br />
of options Expiry date price <strong>2006</strong> 2005<br />
RM<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
18 Employee benefits (Cont’d)<br />
The fair value of services received in return for share options granted are measured by reference to the fair<br />
value of share options granted. The estimate of the fair value of the services received is measured based<br />
on the Trinomial option pricing model. The expected life used in the model has been adjusted, based<br />
on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural<br />
considerations.<br />
Date of grant of options<br />
Fair value of share options and<br />
assumptions<br />
24 Jun<br />
2002<br />
5 Sept<br />
2002<br />
16 Jun<br />
2003<br />
5 Nov<br />
2003<br />
8 Dec<br />
2004<br />
1 Aug<br />
2005<br />
Fair value at modification/<br />
measurement date RM0.086 RM0.086 RM0.176 RM0.312 RM0.189 RM0.117<br />
Share price RM0.990 RM0.990 RM0.775 RM1.000 RM0.935 RM1.030<br />
Exercise price RM1.00 RM1.00 RM1.00 RM1.00 RM1.00 RM1.00<br />
Expected volatility 26% 26% 48% 49% 44% 26%<br />
Expected option life 1 year 1 year 3.49 years 3.27 years 2.44 years 1.14 years<br />
Expected dividends 5% 5% 5% 5% 5% 5%<br />
Risk-free interest rate 2.350% 2.350% 2.944% 3.617% 2.663% 2.356%<br />
The expected volatility is based on the historic volatility (calculated based on the weighted average expected<br />
life of the share options), adjusted for any expected changes to future volatility due to publicly available<br />
information.<br />
There are no market conditions associated with the share option grants. Service conditions and non-market<br />
performance conditions are not taken into account in the measurement of the fair value of the services to be<br />
received at the grant date.<br />
24 June 2002 24 June 2007 1.00 – 1,106,000<br />
24 June 2002 24 June 2007 1.00 – 246,200<br />
5 September 2002 5 September 2007 1.00 – 16,000<br />
5 September 2002 5 September 2007 1.00 – 6,000<br />
16 June 2003 16 June <strong>2006</strong> 1.00 – 45,000<br />
16 June 2003 16 June 2008 1.00 – 33,400<br />
5 November 2003 5 November <strong>2006</strong> 1.00 – 1,347,200<br />
5 November 2003 5 November 2008 1.00 – 174,600<br />
8 December 2004 8 December 2007 1.00 – 571,700<br />
8 December 2004 8 December 2009 1.00 – 21,900<br />
1 August 2005 1 August 2008 1.00 – 1,226,900<br />
1 August 2005 1 August 2010 1.00 – 104,600<br />
– 4,899,500<br />
86<br />
87<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
88<br />
19 Financial liabilities<br />
Group<br />
Company<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000 $’000 $’000<br />
(restated)<br />
Non-current liabilities<br />
Secured term loans 29,688 44,675 – –<br />
Unsecured term loans 346,365 6,019 346,365 –<br />
Redeemable secured bonds – 63,005 – –<br />
Unsecured floating rate notes – 160,000 – 160,000<br />
Unsecured fixed rate notes – 150,000 – 150,000<br />
Finance lease liabilities 1,104 3,983 – –<br />
Financial derivatives 6,592 – 6,592 –<br />
383,749 427,682 352,957 310,000<br />
Current liabilities<br />
Secured term loans 2,760 2,481 – –<br />
Unsecured short-term credit facilities 41,066 40,042 – –<br />
Redeemable secured bonds 25,873 – – –<br />
Finance lease liabilities 584 1,697 – –<br />
Intra-group financial guarantees – – 99 –<br />
70,283 44,220 99 –<br />
Total financial liabilities 454,032 471,902 353,056 310,000<br />
Total borrowings 447,440 471,902 346,365 310,000<br />
Total financial derivatives 6,592 – 6,592 –<br />
Total intra-group financial guarantees – – 99 –<br />
Total financial liabilities 454,032 471,902 353,056 310,000<br />
19 Financial liabilities (Cont’d)<br />
Maturity of borrowings<br />
Group<br />
Within<br />
1 year<br />
After 1 year<br />
but within<br />
5 years<br />
After<br />
5 years Total<br />
$’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Secured term loans:<br />
RM variable at 4.51% to 8.25%<br />
per annum 1,421 1,375 – 2,796<br />
RM fixed at 6.22% to 6.75%<br />
per annum 994 2,508 – 3,502<br />
INR variable at 8.25% to 10%<br />
per annum 345 5,675 11,161 17,181<br />
INR fixed at 8.25% per annum – 3,334 5,001 8,335<br />
INR interest-free loan – – 634 634<br />
Unsecured term loan:<br />
S$ variable at 4.05904% per annum – 346,365 – 346,365<br />
Redeemable secured bonds:<br />
RM fixed at 5% per annum 25,873 – – 25,873<br />
Unsecured short-term credit facilities:<br />
S$ fixed at 3.52% per annum 6,968 – – 6,968<br />
RM fixed at 4.5% to 4.95% per annum 34,098 – – 34,098<br />
Finance lease liabilities:<br />
Fixed at 1.87% to 13.1% per annum 584 1,104 – 1,688<br />
70,283 360,361 16,796 447,440<br />
2005<br />
Secured term loans:<br />
RM variable at 7.50% to 7.75%<br />
per annum 1,601 5,707 133 7,441<br />
RM fixed at 6.22% to 6.75%<br />
per annum 880 11,783 – 12,663<br />
INR variable at 8.25% per annum – 4,354 11,275 15,629<br />
INR fixed at 8.25% per annum – 2,123 8,493 10,616<br />
INR interest-free loan – – 807 807<br />
Unsecured term loan:<br />
INR variable at 3.32% per annum – 6,019 – 6,019<br />
Redeemable secured bonds:<br />
RM fixed at 5% per annum – 63,005 – 63,005<br />
Unsecured floating rate notes:<br />
S$ variable at 1.5875% to 2.5875%<br />
per annum – 160,000 – 160,000<br />
Unsecured fixed rate notes:<br />
S$ fixed at 2.45% to 3.10%<br />
per annum – 150,000 – 150,000<br />
Unsecured short-term credit facilities:<br />
S$ fixed at 1.6375% to 2.27%<br />
per annum 40,000 – – 40,000<br />
RMB fixed at 5.58% per annum 42 – – 42<br />
Finance lease liabilities:<br />
Fixed at 3.06% to 8.15% per annum 1,697 3,983 – 5,680<br />
44,220 406,974 20,708 471,902<br />
89<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
19 Financial liabilities (Cont’d)<br />
Company<br />
Within<br />
1 year<br />
After 1 year<br />
but within<br />
5 years<br />
After<br />
5 years Total<br />
$’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Unsecured term loan:<br />
S$ variable at 4.05904% per annum – 346,365 – 346,365<br />
2005<br />
Unsecured floating rate notes:<br />
S$ variable at 1.5875% to 2.5875% per<br />
annum – 160,000 – 160,000<br />
Unsecured fixed rate notes:<br />
S$ fixed at 2.45% to 3.10% per annum – 150,000 – 150,000<br />
– 310,000 – 310,000<br />
(a)<br />
In 1999, the Company entered into a Dual Currency Medium Term Notes Programme (DCMTN<br />
Programme) with a bank to issue up to $200 million 7-year Floating Rate Notes (FRN).<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
19 Financial liabilities (Cont’d)<br />
(b)<br />
In 2001, the Company established a Multi-Currency Unsecured Medium Term Note Programme (MCMTN<br />
Programme) with another bank to issue fixed or floating rate notes to refinance existing loans and for<br />
working capital requirements.<br />
In this connection, the Company entered into a Trust Deed which includes the following terms:<br />
(i)<br />
(ii)<br />
the Company and its subsidiaries will not create any security on or over their respective assets<br />
except for any existing securities; and<br />
the Company must ensure that it will continue to own directly or indirectly not less than 75% in<br />
Gleneagles Medical Holdings Limited and Mount Elizabeth Medical Holdings Ltd.<br />
The following fixed rate and floating rate notes are outstanding as at the balance sheet date:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Fixed rate notes due in:<br />
- October 2007 – 75,000<br />
- October 2009 – 75,000<br />
– 150,000<br />
The FRNs constitute direct and unconditional obligations of the Company. Pursuant to the DCMTN<br />
Programme, there is a negative pledge that the Company and its principal subsidiaries will not create<br />
any security over their assets except as provided for under the terms of the DCMTN Programme. The<br />
FRNs rank pari passu without any preference or priority among themselves and at least pari passu with<br />
all other unsecured obligations of the Company (other than subordinated obligations and obligations<br />
having priorities created by law). Unless previously redeemed or purchased and cancelled, the FRNs are<br />
redeemable at their respective principal amounts on their maturity date.<br />
The following floating rate notes are outstanding as at the balance sheet date:<br />
<strong>2006</strong><br />
$’000<br />
2005<br />
$’000<br />
Floating rate notes due in October 2009 – 100,000<br />
The DCMTN Programme was cancelled and the floating rate notes were fully redeemed during the<br />
financial year.<br />
(c)<br />
(d)<br />
Floating rate notes due in:<br />
- October 2007 – 30,000<br />
- October 2009 – 30,000<br />
– 60,000<br />
The MCMTN Programme was cancelled and the fixed and floating rate notes were fully redeemed<br />
during the financial year.<br />
During the financial year, the Company entered into a 5-year S$500 million syndicated dual currency<br />
term and revolving loan facility with a bank to refinance the existing financial indebtedness of the<br />
Group and for corporate funding and working capital requirements of the Group. Under the terms of<br />
the loan facility, the Company may draw down revolving loans within 2 years from the date of the loan<br />
agreement. Outstanding amounts at the end of the 2-year period may be converted into a term loan to<br />
be repaid on the maturity date.<br />
Pursuant to the loan agreement, there is a negative pledge that the Company and its principal subsidiaries<br />
will not, without the prior consent of the majority of the lenders, create any security over their assets. In<br />
addition, the Company and its principal subsidiaries shall not dispose of the whole or any material part<br />
of their assets except on terms as set out in the loan agreement. The loans rank at least pari passu with<br />
all other unsecured and unsubordinated obligations of the Company, except for obligations mandatorily<br />
preferred by law.<br />
The secured RM-denominated bank overdrafts and term loans of certain joint ventures are secured by<br />
the following:<br />
(i)<br />
(ii)<br />
(iii)<br />
first fixed charge over freehold land and leasehold land and buildings of certain joint ventures;<br />
fixed and floating charge over assets of certain joint ventures; and<br />
corporate guarantee by a joint venture.<br />
90<br />
91<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
19 Financial liabilities (Cont’d)<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
19 Financial liabilities (Cont’d)<br />
(e)<br />
The secured INR-denominated term loans of certain joint ventures are secured by the following:<br />
Effective interest rates and repricing/maturing analysis<br />
(i)<br />
(ii)<br />
(iii)<br />
first mortgage and charge over all immovable and movable assets of a joint venture;<br />
first charge over all movable assets of a joint venture; and<br />
hypothecation of the current assets and second charge on the property, plant and equipment of a<br />
joint venture.<br />
Group<br />
Effective<br />
Fixed interest rate maturing<br />
interest<br />
rate<br />
Floating<br />
interest<br />
within<br />
1 year<br />
1 to 5<br />
years<br />
after<br />
5 years Total<br />
% $’000 $’000 $’000 $’000 $’000<br />
(f)<br />
(g)<br />
Pursuant to a debt restructuring exercise undertaken in the prior years, a joint venture’s indebtedness<br />
was converted into an interest-free term loan. According to the terms of the debt restructuring exercise,<br />
if the joint venture defaults in repayment, the lenders have an option to convert the outstanding amount<br />
of the term loan not exceeding 20% of the loan amount into fully paid equity shares of the joint<br />
venture.<br />
The RM150 million 5% Redeemable Secured Bonds 2002/2007 (Bonds) were constituted by a Trust<br />
Deed dated 21 January 2002 made between a joint venture and the Trustee for the holders of the<br />
Bonds. Fixed coupon rate of 5% per annum is payable semi-annually in arrears until the maturity date<br />
and the Bonds will be redeemed at 100% of their principal amount together with interest accrued to<br />
the maturity date unless they have been previously redeemed or purchased and cancelled.<br />
The carrying value of the Bonds at 31 December <strong>2006</strong> included unamortised discount amounting to<br />
RM1,358,000 (2005: RM6,790,000).<br />
The Bonds are secured against the following:<br />
(i)<br />
a first legal charge on lands and buildings owned by a joint venture; and<br />
<strong>2006</strong><br />
Secured term loans 4.51 to 10 19,977 994 5,842 5,001 31,814<br />
Unsecured term loan 4.05904 346,365 – – – 346,365<br />
- effect of interest rate swap 0.29096 (296,886) – 296,886 – –<br />
Redeemable secured bonds 8.62 – 25,873 – – 25,873<br />
Unsecured short-term credit facilities 3.52 to 4.95 – 41,066 – – 41,066<br />
Finance lease liabilities 1.87 to 13.1 – 80 1,608 – 1,688<br />
69,456 68,013 304,336 5,001 446,806<br />
2005<br />
Secured term loans 6.22 to 8.25 23,070 880 13,906 8,493 46,349<br />
Unsecured term loan 3.32 6,019 – – – 6,019<br />
Redeemable secured bonds 8.62 – – 63,005 – 63,005<br />
Unsecured floating rate notes 1.5875 to 2.5875 160,000 – – – 160,000<br />
Unsecured fixed rate notes 2.45 to 3.10 – – 150,000 – 150,000<br />
Unsecured short-term credit facilities 1.6375 to 5.58 – 40,042 – – 40,042<br />
Finance lease liabilities 3.06 to 8.15 – 317 5,363 – 5,680<br />
189,089 41,239 232,274 8,493 471,095<br />
Company<br />
(h)<br />
(ii) a Deed of Assignment of Sinking Fund Account (Note 15).<br />
The short-term bank loans of certain subsidiaries were secured by corporate guarantees issued by the<br />
Company.<br />
Finance lease liabilities<br />
The Group has obligations under finance leases that are repayable as follows:<br />
Payments Interest Principal Payments Interest Principal<br />
<strong>2006</strong> <strong>2006</strong> <strong>2006</strong> 2005 2005 2005<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Repayable:<br />
Within 1 year 642 58 584 2,031 334 1,697<br />
After 1 year but within 5 years 1,215 111 1,104 4,426 443 3,983<br />
1,857 169 1,688 6,457 777 5,680<br />
<strong>2006</strong><br />
Unsecured term loan 4.05904 346,365 – – – 346,365<br />
- effect of interest rate swap 0.29096 (296,886) – 296,886 – –<br />
49,479 – 296,886 – 346,365<br />
2005<br />
Unsecured floating rate notes 1.5875 to 2.5875 160,000 – – – 160,000<br />
Unsecured fixed rate notes 2.45 to 3.10 – – 150,000 – 150,000<br />
160,000 – 150,000 – 310,000<br />
Intra-group guarantees<br />
Intra-group financial guarantees comprise guarantees granted by the Company to banks in respect of shortterm<br />
bank loans drawn down by certain subsidiaries totalling $41,066,000 (2005: $nil) as at the balance<br />
sheet date.<br />
Under the terms of the lease agreements, no contingent rents are payable.<br />
92<br />
93<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
20 Other payables<br />
Group<br />
Company<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
$’000 $’000<br />
Other payables 21,881 39,328 776 562<br />
Rental deposits 1,479 1,376 – –<br />
Deposits and advances 291 603 – –<br />
Advanced billings 1,609 1,011 – –<br />
25,260 42,318 776 562<br />
Other payables are unsecured and interest-free, and are repayable within the next twelve months.<br />
21 Revenue – Group<br />
Revenue represents invoiced value of hospital and other healthcare services rendered, proceeds from sale of<br />
equity investments, rental income and dividend income, after eliminating inter-company transactions.<br />
The amount of each significant category of revenue recognised during the year is as follows:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Revenue from hospital and other healthcare services 854,696 553,748<br />
Proceeds from sale of equity investments 300 –<br />
Rental income 10,328 8,252<br />
Gross dividends:<br />
- Quoted equity investments 2,680 1,615<br />
- Unquoted equity investments – 1<br />
868,004 563,616<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
22 Profit before income tax – Group<br />
The following items have been included in arriving at profit before income tax:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Interest income received and receivable from:<br />
- Banks and financial institutions 2,546 1,572<br />
- Others 709 446<br />
Imputed interest income 970 1,047<br />
Non-audit fees paid to auditors of the Company (115) (104)<br />
Contributions to defined contribution plans included in<br />
staff costs (15,580) (13,932)<br />
Increase in liability for short-term accumulating<br />
compensated absences (387) (246)<br />
Value of employee services received for issue of share options (2,150) (444)<br />
Exchange (loss)/gain (net) (3,098) 487<br />
Property, plant and equipment written off (57) (152)<br />
Inventories written off (76) (109)<br />
Gain/(Loss) on disposal of property, plant and equipment 275 (462)<br />
Gain on disposal of available-for-sale equity investments 122 283<br />
Loss on disposal of subsidiaries – (92)<br />
Loss on dilution of interests in subsidiary – (2,141)<br />
Gain on disposal of associates 42 –<br />
Changes in fair value of financial assets held for trading 68 8<br />
Allowance for impairment loss (written back) / made:<br />
- Amounts due from associates 33 (516)<br />
- Trade receivables (3,412) (2,633)<br />
Operating lease expenses (7,068) (8,343)<br />
Interest paid and payable to:<br />
- Banks and financial institutions (12,730) (3,385)<br />
- Fixed and floating rate notes (4,361) (6,745)<br />
- Bonds (2,721) (841)<br />
- Others (409) (135)<br />
Other finance costs (1,282) (406)<br />
Amortisation of discount on bonds (1,980) (598)<br />
94<br />
95<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
23 Related parties – Group<br />
For the purposes of these financial statements, parties are considered to be related to the Group if the Group<br />
has the ability, directly or indirectly, to control the party or exercise significant influence over the party in<br />
making financial and operating decisions, or vice versa, or where the Group and the party are subject to<br />
common control or common significant influence. Related parties may be individuals or other entities.<br />
Key management personnel compensation<br />
Key management personnel of the Group are those persons having the authority and responsibility for<br />
planning, directing and controlling the activities of the Group. The directors of the Company and the General<br />
Managers of the significant subsidiaries are considered as key management personnel of the Group.<br />
Key management personnel compensation comprised:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Short-term employee benefits 8,939 6,709<br />
Termination benefits – 1,037<br />
Share-based payments 853 171<br />
9,792 7,917<br />
The directors of the Company also participate in the <strong>Parkway</strong> Scheme 2001. 2,700,000 share options (2005:<br />
3,180,000) were granted to the directors of the Company during the year. The share options that were<br />
granted were on the same terms and conditions as those offered to other employees of the Company as<br />
described in note 18. At the balance sheet date, 6,727,000 (2005: 5,667,000) of those share options were<br />
outstanding.<br />
Other transactions with key management personnel<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Director of the Company<br />
Rental income received 9 9<br />
Directors of subsidiaries<br />
Consultancy fees paid 347 341<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
23 Related parties – Group (Cont’d)<br />
Other related party transactions<br />
Other than disclosed elsewhere in the financial statements, transactions carried out on terms agreed with<br />
related parties are as follows:<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Associates<br />
Management fees received 917 808<br />
Rental income received 476 577<br />
Sales 79 177<br />
Purchases 1,679 1,216<br />
Corporate shareholders of subsidiaries<br />
Consultancy fees paid 3,666 844<br />
Management fees paid 290 180<br />
Professional fees paid 51 51<br />
24 Income tax expense – Group<br />
Note <strong>2006</strong> 2005<br />
$’000 $’000<br />
Current tax expense<br />
Current year 29,724 20,821<br />
(Over)/Under provided in prior years (618) 11<br />
29,106 20,832<br />
Deferred tax expense<br />
Origination and reversal of temporary differences 3,169 920<br />
(Over)/Under provided in prior years (2,351) 125<br />
10 818 1,045<br />
Foreign taxation 144 160<br />
Income tax expense 30,068 22,037<br />
A firm in which a director is a member<br />
Professional fees paid 152 15<br />
96<br />
97<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
24 Income tax expense – Group (Cont’d)<br />
Reconciliation of effective tax rate<br />
<strong>2006</strong> 2005<br />
% $’000 % $’000<br />
Profit before income tax 98,906 89,427<br />
Tax calculated using Singapore tax rate 20.0 19,781 20.0 17,885<br />
Effect of different tax rates in other countries 3.4 3,382 1.4 1,225<br />
Income not subject to tax (1.5) (1,492) (1.4) (1,223)<br />
Expenses not deductible for tax purposes 10.7 10,556 4.5 4,054<br />
Utilisation of previously unrecognised<br />
tax losses – (62) (0.2) (206)<br />
Deferred tax asset not recognised 0.7 728 – 6<br />
(Over)/underprovided in prior years (3.0) (2,969) 0.1 136<br />
Foreign taxation 0.1 144 0.2 160<br />
30.4 30,068 24.6 22,037<br />
Unrecognised temporary differences<br />
The following temporary differences have not been recognised:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Deductible/(Taxable) temporary differences 2,347 (2,334)<br />
Unabsorbed capital allowances 423 499<br />
Unutilised tax losses 24,080 28,108<br />
26,850 26,273<br />
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in<br />
the respective countries in which certain subsidiaries or joint ventures operate. The deductible temporary<br />
differences do not expire under current tax legislation. Deferred tax assets of the Group have not been<br />
recognised in respect of these items because it is not probable that future taxable profit will be available<br />
against which the respective entities within the Group can utilise the benefits.<br />
25 Earnings per share<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Basic earnings per share<br />
Basic earnings per share is based on:<br />
Net profit attributable to ordinary shareholders 55,283 61,969<br />
<strong>2006</strong> 2005<br />
Number of shares<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
25 Earnings per share (Cont’d)<br />
Diluted earnings per share<br />
For the purpose of calculating the diluted earnings per ordinary share, the weighted average number of<br />
ordinary shares in issue is adjusted to take into account the dilutive effect arising from the dilutive share<br />
options, with the potential ordinary shares weighted for the period outstanding.<br />
The effect of the exercise of share options on the weighted average number of ordinary shares in issue is as<br />
follows:<br />
<strong>2006</strong> 2005<br />
Number of shares<br />
Weighted average number of ordinary shares, used in the calculation of<br />
basic earnings per share 743,401,893 737,811,268<br />
Weighted average number of unissued ordinary shares under share<br />
options 12,663,023 6,244,442<br />
Weighted average number of shares that would have been issued at<br />
average market price (9,969,388) (3,580,295)<br />
Weighted average number of ordinary shares assuming<br />
full conversion 746,095,528 740,475,415<br />
Share options totalled 5,980,000 outstanding at the end of the year were not included in the computation<br />
of diluted earnings per share due to their anti-dilutive nature.<br />
26 New accounting standards and interpretations not yet adopted<br />
The Group has not applied the following accounting standards and interpretations that have been issued as<br />
of the balance sheet date but are not yet effective:<br />
FRS 40<br />
Investment Property<br />
FRS 107<br />
Financial Instruments: Disclosures and the Amendment to FRS 1 Presentation of Financial<br />
Statements: Capital Disclosures<br />
INT FRS 107 Applying the Restatement Approach under FRS 29 Financial <strong>Report</strong>ing in Hyperinflationary<br />
Economies<br />
INT FRS 108 Scope of FRS 102<br />
INT FRS 109 Reassessment of Embedded Derivatives<br />
INT FRS 110 Interim Financial <strong>Report</strong>ing and Impairment<br />
FRS 40, which becomes mandatory for the Group’s 2007 financial statements, permits investment property<br />
to be stated at either fair value or cost less accumulated depreciation and accumulated impairment losses.<br />
Properties held for rental are currently treated as properties in accordance with FRS 16 Property, Plant and<br />
Equipment and are stated at cost less accumulated depreciation and impairment losses. As a result of<br />
adopting FRS 40, these properties will be reclassified as investment properties. Property interests held under<br />
operating leases and recognised as investment properties are required to be measured at fair value. The<br />
Group is currently evaluating the impact the standard will have on the Group’s financial statements.<br />
98<br />
Issued ordinary shares at beginning of the year 727,013,212 722,911,462<br />
Effects of share options exercised 2,249,891 2,134,905<br />
Effects of rights shares issued 2,001,257 –<br />
Adjustment for effects of rights issue 12,137,533 12,764,901<br />
Weighted average number of ordinary shares at end of the year 743,401,893 737,811,268<br />
99<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
26 New accounting standards and interpretations not yet adopted (Cont’d)<br />
FRS 107 and amended FRS 1, which become mandatory for the Group’s 2007 financial statements, will require<br />
extensive additional disclosures with respect to the Group’s financial instruments and share capital. This standard<br />
does not have any impact on the recognition and measurement of the Group’s financial statements.<br />
INT FRS 110 prohibits the reversal of an impairment loss recognised in an interim period during the financial<br />
year in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. INT<br />
FRS 110 will become mandatory for the Group’s 2007 financial statements, and will apply to goodwill,<br />
investments in equity instruments, and financial assets carried at cost prospectively from the date the Group<br />
first applied the measurement criteria of FRS 36 and FRS 39 respectively (i.e. 1 January 2005).<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
27 Acquisitions and disposals of subsidiaries and joint ventures (Cont’d)<br />
Subsequent to the acquisition, the Group’s interest in PHB was diluted to 28.51% as at 31 December 2005.<br />
Consequently, the Group recognised a loss on dilution of interests in subsidiaries amounting to $2,141,000<br />
in the income statement.<br />
On 9 June 2005, the Group completed the disposal of its 51% interests in Thermal International (S) Pte Ltd<br />
and Thermal International Limited. Consequently, the Group’s interests in Gleneagles International Laboratory<br />
Services Pte Ltd and Gleneagles Investment Fujian Pte Ltd were diluted from 68% to 45%. During the<br />
period from 1 January 2005 to the date of disposal, the subsidiaries contributed net profit of $36,000 to the<br />
consolidated net profit for the year.<br />
Other than FRS 40 and INT FRS 110, the initial application of these standards and interpretations are not<br />
expected to have any material impact on the Group’s financial statements. The entity has not considered the<br />
impact of accounting standards issued after the balance sheet date.<br />
The effects of the above disposals are set out below:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
100<br />
27 Acquisitions and disposals of subsidiaries and joint ventures<br />
On 13 September 2005 and 20 September 2005, the Group completed the acquisition of 35,000,000 and<br />
89,700,000 ordinary shares of RM1 each in PHB respectively, and 24,300,000 warrants 2002/2007 issued by<br />
PHB for a total consideration amounting to RM320,264,000. This represents 31.34% of the issued and paidup<br />
capital in PHB (excluding treasury shares) and 36.27% of the outstanding warrants issued by PHB. During<br />
the period from the acquisition date to 31 December 2005, PHB and its subsidiaries contributed net profit<br />
of $4,242,000 to the consolidated net profit for the year. If the acquisition had occurred on 1 January 2005,<br />
Group revenue would have been $799,276,000 and net profit would have been $76,759,000.<br />
The effects of the above acquisitions are set out below:<br />
Carrying<br />
amounts<br />
Fair value<br />
adjustments<br />
Recognised<br />
values<br />
2005 2005 2005<br />
$’000 $’000 $’000<br />
Property, plant and equipment 199,558 25,550 225,108<br />
Intangible assets 65,723 30,916 96,639<br />
Interests in associates 54,130 (15,843) 38,287<br />
Available-for-sale financial assets 371 – 371<br />
Deferred tax assets 2,155 – 2,155<br />
Inventories 6,510 – 6,510<br />
Trade receivables 36,865 (6,893) 29,972<br />
Other receivables, deposits and prepayments 16,043 862 16,905<br />
Tax recoverable 3,848 210 4,058<br />
Fixed deposits pledged 13,608 – 13,608<br />
Cash and cash equivalents 40,455 – 40,455<br />
Trade payables and accrued operating expenses (44,622) – (44,622)<br />
Other payables (29,140) – (29,140)<br />
Current tax payable (3,726) 1,226 (2,500)<br />
Interest-bearing borrowings (90,226) – (90,226)<br />
Deferred tax liabilities (2,724) (4,714) (7,438)<br />
Minority interests (213,441) (3,539) (216,980)<br />
Net identifiable assets and liabilities 55,387 27,775 83,162<br />
Goodwill on acquisition 59,662<br />
Cash consideration 142,824<br />
Less: Cash and cash equivalents acquired (40,455)<br />
Net cash outflow 102,369<br />
Property, plant and equipment – 369<br />
Inventories – 169<br />
Trade receivables – 7,447<br />
Other receivables, deposits and prepayments – 1,377<br />
Cash and cash equivalents – (949)<br />
Trade payables and accrued operating expenses – (5,497)<br />
Other payables – (204)<br />
Current tax payable – (197)<br />
Finance lease obligations – (1,120)<br />
Deferred tax liabilities – (9)<br />
Minority interests – (684)<br />
Net assets disposed – 702<br />
Loss on disposal of subsidiaries – (92)<br />
Cash consideration – 610<br />
Cash and cash equivalents disposed – 949<br />
Net cash flow from disposal of subsidiaries – 1,559<br />
28 Commitments<br />
(a)<br />
(b)<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Capital commitments not provided for in the financial statements:<br />
- Amounts authorised and contracted for 24,307 23,417<br />
- Amounts authorised but not contracted for 12,249 14,330<br />
36,556 37,747<br />
Non-cancellable operating leases payable:<br />
- Within 1 year 10,956 8,807<br />
- After 1 year but within 5 years 12,971 10,659<br />
- After 5 years 773 –<br />
24,700 19,466<br />
101<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
28 Commitments (Cont’d)<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
29 Financial instruments (Cont’d)<br />
(c)<br />
Non-cancellable operating leases receivable:<br />
Group<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
(restated)<br />
Liquidity risk<br />
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by<br />
management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.<br />
Interest rate risk<br />
(d)<br />
- Within 1 year 6,682 6,893<br />
- After 1 year but within 5 years 4,410 7,448<br />
11,092 14,341<br />
After the balance sheet date, the directors proposed the following dividends. The dividends have not<br />
been provided for.<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Final dividend proposed of 5.5 cents (2005: 5.0 cents) per share<br />
less tax at 18% (2005: 20%) 34,596 29,081<br />
29 Financial instruments<br />
The Group has put in place a set of risk management policies and guidelines governing all investment and<br />
business risks. These policies and procedures set out the Group’s overall business strategies, its tolerance<br />
for risk and general risk management philosophy. In addition, management has established processes to<br />
monitor and control such risks in a timely and accurate manner. Where necessary, the Group may enter into<br />
transactions to hedge against these risks in order to keep them at an acceptable level. Finally, all investment<br />
and divestment decisions are required to be approved by the Executive Committee.<br />
This relates to changes in interest rates which affect mainly the Group’s fixed deposits, notes receivables, fixed<br />
rate redeemable bonds, and its debt obligations with banks and financial institutions. The Group’s fixed-rate<br />
financial assets and borrowings are exposed to a risk of change in their fair value due to changes in interest<br />
rates while the variable-rate financial assets and borrowings are exposed to a risk of change in cash flows<br />
due to changes in interest rates.<br />
The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debts as well as by<br />
rolling over its fixed deposits and variable rate borrowings on a short-term basis. In respect of long-term<br />
borrowings, the Group may enter into interest rate derivatives to manage its exposure to adverse movements<br />
in interest rates.<br />
During the year, interest rate swaps, which are denominated in Singapore dollars, have been entered into to<br />
achieve an appropriate mix of fixed and floating rate exposures within the Group’s policy. The swaps mature<br />
over the next 5 years following the maturity of the related loans. As at 31 December <strong>2006</strong>, the Group has<br />
interest rate swaps with a notional contract amount of $300,000,000 (2005: $nil). The Group classifies these<br />
interest rate swaps as cash flow hedges.<br />
The fair value of interest rate swaps liability at 31 December <strong>2006</strong> was $6,592,000 (2005: $nil).<br />
Credit risk<br />
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.<br />
Credit evaluations are performed on all customers requiring credit over a certain amount. For the hospital<br />
operations, the Group does not grant credit to non-corporate customers. Instead, a non-corporate customer<br />
is requested to place an initial deposit at the time of admission to the hospital. Additional deposit is requested<br />
from the customer when the hospital charges exceed a certain level.<br />
Cash and fixed deposits are placed with financial institutions which are regulated.<br />
Similarly, investments and transactions involving financial instruments are allowed to be entered into only<br />
with counterparties who have sound credit ratings. As such, management does not expect any counterparty<br />
to fail to meet their obligations.<br />
At the balance sheet date, the Group has outstanding amount owing from joint ventures of $96,876,000 (2005:<br />
$nil) and notes receivables due from Lee Hing Development Limited of $33,568,000 (2005: $41,484,000).<br />
Other than these receivables, there were no significant concentrations of credit risk. The maximum exposure<br />
to credit risk is represented by the carrying amount of each financial asset, including derivative financial<br />
instruments, in the balance sheet.<br />
102<br />
103<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
29 Financial instruments (Cont’d)<br />
Foreign currency risk<br />
The Group is exposed to foreign exchange risk on sales, purchases, notes receivables, borrowings and<br />
investments that are denominated in currencies other than Singapore dollars. The currencies giving rise to<br />
this risk are primarily Malaysian ringgit, Hong Kong dollars and Indian rupee. In respect of exposure that is<br />
certain, the Group will partially hedge these risks in order to keep them at an acceptable level.<br />
At the balance sheet date, the Group has outstanding forward exchange contracts with notional amounts<br />
approximately $nil (2005: $6,087,000).<br />
Fair value<br />
Quoted investments<br />
The fair value of financial assets at fair value through profit or loss and available-for-sale financial assets is<br />
determined by reference to their quoted bid prices at the reporting date.<br />
Derivatives<br />
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed<br />
market price is not available, fair value is estimated by discounting the difference between the contractual<br />
forward price and the current forward price for the residual period to maturity of the contract using a risk-free<br />
interest rate (based on government bonds).<br />
The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by<br />
discounting estimated future cash flows based on the terms and maturity of each contract and using market<br />
interest rates for a similar instrument at the measurement date.<br />
Non-derivative interest bearing borrowings<br />
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future<br />
principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance<br />
leases, the market rate of interest is determined by reference to similar lease agreements. The notional<br />
amounts of financial liabilites with a maturity of less than one year or which reprice frequently are assumed<br />
to approximate their fair values.<br />
Intra-group financial guarantees<br />
The value of financial guarantees provided by the Company to its subsidiaries is determined by reference to<br />
the difference in the interest rates, by comparing the actual rates charged by the bank with these guarantees<br />
made available, with the estimated rates that the banks would have charged had these guarantees not been<br />
available.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
29 Financial instruments (Cont’d)<br />
Other financial assets and liabilities<br />
The notional amounts of financial assets and liabilities with a maturity of less than one year including trade<br />
and other receivables, cash and cash equivalents, trade and other payables are assumed to approximate their<br />
fair values because of the short period of maturity. All other financial assets and liabilities are discounted to<br />
determine their fair values.<br />
The aggregate net fair values of recognised financial assets and liabilities which are not carried at fair value<br />
in the balance sheet as at 31 December are represented in the following table:<br />
Group<br />
Carrying<br />
amount<br />
Fair<br />
value<br />
Carrying<br />
amount<br />
Fair<br />
value<br />
Note <strong>2006</strong> <strong>2006</strong> 2005 2005<br />
$’000 $’000 $’000<br />
(restated)<br />
$’000<br />
(restated)<br />
Financial asset<br />
Notes receivables – – 41,484 40,715<br />
Financial liabilities<br />
Amounts due to associates (non-current) 6 (437) (388) (413) (373)<br />
Secured term loans 19 (12,471) (12,300) (24,086) (24,102)<br />
Redeemable secured bonds 19 (25,873) (25,302) (63,005) (63,744)<br />
Unsecured fixed rate notes 19 – – (150,000) (145,382)<br />
Finance lease liabilities 19 (1,688) (1,688) (5,680) (5,823)<br />
(40,469) (39,678) (243,184) (239,424)<br />
Total (40,469) (39,678) (201,700) (198,709)<br />
Unrecognised gain 791 2,991<br />
Company<br />
Financial asset<br />
Notes receivables – – 41,484 40,715<br />
Financial liability<br />
Unsecured fixed rate notes 19 – – (150,000) (145,382)<br />
Total – – (108,516) (104,667)<br />
Unrecognised gain – 3,849<br />
It is not practicable to reliably estimate the fair value of unquoted equity shares due to the lack of quoted<br />
market prices in an active market, significant range of reasonable fair value estimates, and the inability to<br />
reasonably assess the probabilities of the various estimates. However, management believes that the carrying<br />
amounts recorded at balance sheet date reflect the corresponding fair values.<br />
104<br />
105<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
30 Segment reporting<br />
A segment is a distinguishable component of the Group that is engaged either in providing products or<br />
services (business segment), or in providing products or services within a particular economic environment<br />
(geographical segment), which is subject to risks and rewards that are different from those of other<br />
segments.<br />
Segment information is presented in respect of the Group’s business and geographical segments. The primary<br />
format, business segments, is based on the Group’s management and internal reporting structure.<br />
Inter-segment pricing is determined on mutually agreed terms.<br />
Segment results, assets and liabilities include items directly attributable to a segment as well as those that<br />
can be allocated on a reasonable basis. Unallocated items mainly comprise goodwill, interest expenses and<br />
related liabilities, and income tax assets and liabilities.<br />
Segment capital expenditure is the total costs incurred during the year to acquire property, plant and<br />
equipment and intangible assets other than goodwill.<br />
Business Segments<br />
The Group comprises the following main business segments:<br />
Healthcare<br />
Singapore Hospitals: The operation of private hospitals, rental and sale of medical units which form part of<br />
the hospital complex in Singapore.<br />
International Hospitals: The operation of private hospitals outside Singapore.<br />
Healthcare Services: Operation of medical clinics and provision of primary healthcare services, practice of dental<br />
surgeons and operation of dental clinics, provision of clinical research services, ownership and management<br />
of radiology clinics, provision of comprehensive diagnostic laboratory services, underwriting of accident and<br />
healthcare insurance policies, and provision of managed care and related services.<br />
Non-Healthcare<br />
The sale of properties, investment holding and trading.<br />
Geographical Segments<br />
The healthcare segment operates principally in Singapore and Malaysia while the property rental, investment<br />
holding and trading segments operate mainly in Singapore.<br />
In presenting information on the basis of geographical segments, segment revenue is based on the geographical<br />
location of customers. Segment assets are based on the geographical location of the assets.<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
30 Segment reporting (Cont’d)<br />
Business Segments<br />
Revenue and<br />
expenses<br />
Singapore International Healthcare Healthcare Non-<br />
Hospitals Hospitals Services Subtotal Healthcare Eliminations Unallocated Consolidated<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
<strong>2006</strong><br />
Total revenue<br />
from external<br />
customers 356,270 239,179 269,059 864,508 3,496 – – 868,004<br />
Inter-segment<br />
revenue 14,389 270 25,351 40,010 – (40,010) – –<br />
Total 370,659 239,449 294,410 904,518 3,496 (40,010) – 868,004<br />
Segment results 77,095 22,187 27,589 127,681 (9,160) – 311 118,832<br />
Finance costs (23,483)<br />
Share of profits<br />
of associates – 1,696 57 1,753 1,804 – – 3,557<br />
Income tax<br />
expense (30,068)<br />
Net profit for the<br />
year 68,838<br />
2005<br />
Total revenue<br />
from external<br />
customers 300,283 116,055 144,538 560,876 2,740 – – 563,616<br />
Inter-segment<br />
revenue 12,720 – 37,411 50,131 – (50,131) – –<br />
Total 313,003 116,055 181,949 611,007 2,740 (50,131) – 563,616<br />
Segment results 65,017 13,990 21,396 100,043 3,104 – (2,141) 101,366<br />
Finance costs (12,110)<br />
Share of (losses)/<br />
profit of<br />
associates – (339) (210) (549) 720 – – 171<br />
Income tax<br />
expense (22,037)<br />
Net profit for the<br />
year 67,390<br />
106<br />
107<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
30 Segment reporting (Cont’d)<br />
Singapore International Healthcare Healthcare Non-<br />
Hospitals Hospitals Services Subtotal Healthcare Consolidated<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Assets and liabilities<br />
<strong>2006</strong><br />
Segment assets 542,254 183,086 176,612 901,952 130,140 1,032,092<br />
Interests in associates – 8,993 1,761 10,754 368 11,122<br />
542,254 192,079 178,373 912,706 130,508 1,043,214<br />
Unallocated assets 188,189<br />
Total assets 1,231,403<br />
Segment liabilities 87,581 76,228 57,338 221,147 40,074 261,221<br />
Unallocated liabilities 535,021<br />
Total liabilities 796,242<br />
2005<br />
Segment assets 510,737 327,296 269,669 1,107,702 128,673 1,236,375<br />
Interests in associates – 9,374 1,971 11,345 38,622 49,967<br />
510,737 336,670 271,640 1,119,047 167,295 1,286,342<br />
Unallocated assets 57,700<br />
Total assets 1,344,042<br />
Segment liabilities 73,275 119,549 77,429 270,253 77,042 347,295<br />
Unallocated liabilities 350,000<br />
Total liabilities 697,295<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
30 Segment reporting (Cont’d)<br />
Singapore International Healthcare Healthcare Non-<br />
Hospitals Hospitals Services Subtotal Healthcare Consolidated<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Other segmental<br />
information<br />
<strong>2006</strong><br />
Capital expenditure 33,851 25,330 7,826 67,007 178 67,185<br />
Depreciation and<br />
impairment losses<br />
of property, plant<br />
and equipment 25,873 13,439 8,994 48,306 365 48,671<br />
Amortisation of<br />
intangible assets - 328 11,265 11,593 - 11,593<br />
2005 (restated)<br />
Capital expenditure 20,490 9,043 13,414 42,927 225 43,172<br />
Depreciation and<br />
impairment losses<br />
of property, plant<br />
and equipment 23,298 7,046 6,562 36,906 204 37,110<br />
Amortisation of<br />
intangible assets – 99 3,400 3,499 – 3,499<br />
Geographical Segments<br />
<strong>2006</strong><br />
Other<br />
Singapore Malaysia regions Consolidated<br />
$’000 $’000 $’000 $’000<br />
Total revenue from external customers 476,704 354,907 36,393 868,004<br />
Segment assets 745,004 236,564 50,524 1,032,092<br />
Capital expenditure 38,024 24,595 4,566 67,186<br />
2005<br />
Total revenue from external customers 399,985 133,480 30,151 563,616<br />
Segment assets 697,210 484,980 54,185 1,236,375<br />
Capital expenditure 29,363 8,845 4,964 43,172<br />
108<br />
109<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
31 Associates<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of associate Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Phil, Inc Dormant United States<br />
of America<br />
40 40<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
31 Associates (Cont’d)<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of associate Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Asia Renal Care (Katong) Pte Ltd Provision of medical services Singapore 20 20<br />
Gleneagles Medical Centre<br />
(Kuala Lumpur) Sdn Bhd<br />
Gleneagles Hospital (Kuala<br />
Lumpur) Sdn Bhd<br />
Gleneagles Dialysis<br />
International Pte Ltd<br />
and its subsidiary:<br />
Medical centre development,<br />
ownership and management<br />
Private hospital ownership and<br />
management<br />
Malaysia 30 30<br />
Malaysia 30 30<br />
Provision of dialysis care Singapore 40 40<br />
IAG Healthsciences Pte Ltd<br />
Onemedhub Pte Ltd<br />
Positron Tracers Pte. Ltd.<br />
Provision of medical and health<br />
products, clinic management and<br />
consultancy services<br />
Provision of electronic commerce<br />
services<br />
Ownership and operation of a<br />
cyclotron<br />
Singapore 26.45 29.09<br />
Singapore 40 40<br />
Singapore 33 33<br />
Gleneagles Dialysis<br />
Centre Pte Ltd<br />
PT Tritunggal Sentra Utama<br />
Surabaya<br />
Kyami Pty Ltd and its<br />
subsidiary:<br />
Royalmist Properties<br />
Pty Ltd<br />
Gleneagles International<br />
Hospital (Lanka) Limited<br />
Gleneagles Heritage Holdings<br />
Limited and its subsidiary:<br />
Gleneagles Heritage<br />
International Limited<br />
Asia Renal Care Mount<br />
Elizabeth Pte Ltd<br />
Provision of business<br />
management, consultancy and<br />
specialised medical services<br />
Provision of medical diagnostic<br />
services<br />
Singapore 44 44<br />
Indonesia 30 30<br />
Investment holding Australia 30 30<br />
Property investment and<br />
development<br />
Australia 30 30<br />
Dormant Sri Lanka 40 40<br />
Investment holding British Virgin Islands 40 40<br />
Dormant British Virgin Islands 40 40<br />
Provision of medical services Singapore 20 20<br />
CPG Healthcare Facilities<br />
Management Pte. Ltd.<br />
Commenced liquidation during<br />
the year<br />
Singapore 50 50<br />
Korean Clinic Pte. Ltd. Dormant Singapore 40 40<br />
Gleneagles International<br />
Laboratory Services Pte Ltd<br />
and its subsidiary:<br />
Gleneagles Investment<br />
Fujian Pte Ltd<br />
Worldcare Health (Malaysia)<br />
Sdn. Bhd.<br />
Avenue Capital Resources<br />
(Berhad)<br />
Liquidated during the year Singapore – 45<br />
Liquidated during the year Singapore – 45<br />
Provision of telemedicine services Malaysia – 8.55#<br />
Investment holding and provision<br />
of management services<br />
Malaysia –* 4.88#<br />
#<br />
Worldcare Health (Malaysia) Sdn. Bhd. and Avenue Capital Resources Berhad were accounted for as associates for the year ended<br />
31 December 2005 in accordance with FRS 28 by virtue of the Group’s interests in <strong>Pantai</strong> Holdings Berhad.<br />
* During the financial year, Avenue Capital Resources Berhad (ACRB) had undergone a restructuring exercise whereby the shares<br />
held by certain subsidiaries of <strong>Pantai</strong> Holdings Berhad were exchanged for new ordinary shares in ECM Libra Avenue Berhad<br />
(ECM Libra) and shares of POS Malaysia and Services Holdings Berhad (POS) were given as part of the distribution of assets in<br />
specie. Upon completion of the restructuring exercise, the listing status of ACRB was transferred to ECM Libra. Consequently,<br />
the effective interest in ECM Libra held by <strong>Pantai</strong> Holdings Berhad was reduced to approximately 7%. As the Group no longer has<br />
significant influence over ECM Libra, the investments in ECM Libra and POS were classified as available-for-sale investments.<br />
None of the above associates are considered significant in accordance with Rule 718 of the SGX-ST Listing<br />
Manual. For this purpose, an associate is considered significant as defined under the SGX-ST Listing Manual if<br />
its net tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if its pre-tax<br />
profits account for 20% or more of the Group’s consolidated pre-tax profits.<br />
110<br />
111<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
32 Joint ventures<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
32 Joint ventures (Cont’d)<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Apollo Gleneagles Hospital Ltd<br />
Private hospital ownership and<br />
management<br />
India 50 50<br />
Angiography Sdn. Bhd.<br />
Provision of cardiac catherisation<br />
services<br />
Malaysia 26.72 Note 5<br />
Apollo Gleneagles PET-CT<br />
Limited<br />
Hale Medical Clinic (Concourse)<br />
Pte Ltd<br />
Shenton Family Medical Clinic<br />
(Bukit Gombak)<br />
Operation of PET-CT radio<br />
imaging centre<br />
India 50 50<br />
Operation of medical clinic Singapore 50 –<br />
Operation of medical clinic Singapore 50 60<br />
Magnetom Imaging<br />
Sdn. Bhd.<br />
PMC Radio-Surgery<br />
Sdn. Bhd.<br />
Provision of medical diagnostic<br />
services and other related<br />
ventures<br />
Provision of radiotherapy<br />
facilities<br />
Malaysia 20.56 Note 5<br />
Malaysia 40 Note 5<br />
Ganda Gema Sdn. Bhd. Dormant Malaysia 40 Note 5<br />
Shenton Family Medical Clinic<br />
(Serangoon)<br />
Operation of medical clinic Singapore 50 50<br />
Cheras Medical Centre<br />
Sdn. Bhd.<br />
Provision of medical, surgical and<br />
hospital services<br />
Malaysia 40 Note 5<br />
Shenton Family Medical Clinic<br />
(Bedok Reservoir)<br />
Shenton Family Medical Clinic<br />
(Jurong East)<br />
Shenton Family Medical Clinic<br />
(Tampines)<br />
Shenton Family Medical Clinic<br />
(Yishun)<br />
Karington Holdings Pte Ltd and<br />
its joint venture:<br />
Shanghai Modern Elecom<br />
Trading Centre Building Co.<br />
Ltd<br />
Operation of medical clinic Singapore 50 50<br />
Operation of medical clinic Singapore 50 50<br />
Operation of medical clinic Singapore 50 50<br />
Operation of medical clinic Singapore 50 –<br />
Investment holding Singapore 50 50<br />
Property investment and<br />
development<br />
People’s Republic<br />
of China<br />
25 25<br />
<strong>Pantai</strong> Klang Specialist<br />
Medical Centre Sdn.<br />
Bhd.<br />
Syarikat Tunas <strong>Pantai</strong><br />
Sdn. Bhd.<br />
Paloh Medical Centre<br />
Sdn. Bhd.<br />
Hospital <strong>Pantai</strong> Ayer<br />
Keroh Sdn. Bhd. and<br />
its subsidiaries:<br />
Provision of medical, surgical and<br />
hospital services<br />
Provision of medical, surgical and<br />
hospital services<br />
Provision of medical, surgical and<br />
hospital services<br />
Provision of medical, surgical and<br />
hospital services<br />
Malaysia 40 Note 5<br />
Malaysia 32.28 Note 5<br />
Malaysia 31.12 Note 5<br />
Malaysia 40 Note 5<br />
Mikrogema Sdn. Bhd. Dormant Malaysia 40 Note 5<br />
HPAK Lithotripsy<br />
Services Sdn. Bhd.<br />
Provision of lithotripter services Malaysia 40 Note 5<br />
<strong>Pantai</strong> Irama Ventures Sdn Bhd<br />
and its subsidiaries:<br />
Investment holding Malaysia 43.85 –<br />
HPAK Cancer Centre<br />
Sdn. Bhd.<br />
Provision of services for cancer<br />
diseases<br />
Malaysia 40 Note 5<br />
<strong>Pantai</strong> Holdings Berhad and<br />
its subsidiaries:<br />
<strong>Pantai</strong> Group Resources Sdn.<br />
Bhd. and its subsidiaries:<br />
<strong>Pantai</strong> Hospitals Sdn. Bhd.<br />
and its subsidiaries:<br />
Investment holding Malaysia 40 Note 5<br />
Investment holding Malaysia 40 Note 5<br />
Investment holding and<br />
provision of management and<br />
consultation services to hospitals<br />
and medical centres<br />
Malaysia 40 Note 5<br />
Hospital <strong>Pantai</strong> Indah<br />
Sdn. Bhd. and its<br />
subsidiary:<br />
HPI Dialysis Centre<br />
Sdn. Bhd.<br />
PT. <strong>Pantai</strong> Healthcare<br />
Consulting<br />
Provision of medical, surgical and<br />
hospital services<br />
Malaysia 40 Note 5<br />
Dormant Malaysia 40 Note 5<br />
Provision of healthcare<br />
consulting services<br />
Indonesia 40 # Note 5<br />
112<br />
<strong>Pantai</strong> Medical Centre<br />
Sdn. Bhd. and its<br />
subsidiaries:<br />
Provision of medical, surgical and<br />
hospital services<br />
Malaysia 40 Note 5<br />
<strong>Pantai</strong> Support Services<br />
Sdn. Bhd. and<br />
its subsidiaries:<br />
Investment holding and<br />
provision of management<br />
and consultation services to<br />
healthcare related service sectors<br />
Malaysia 40 Note 5<br />
113<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
32 Joint ventures (Cont’d)<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
Notes to the financial statements<br />
Year ended 31 December <strong>2006</strong><br />
32 Joint ventures (Cont’d)<br />
Place of<br />
incorporation<br />
Effective equity<br />
interest held<br />
Name of joint venture Principal activities and business <strong>2006</strong> 2005<br />
% %<br />
<strong>Pantai</strong> Premier Pathology<br />
Sdn. Bhd.<br />
Provision of medical laboratory<br />
services<br />
Malaysia 40 Note 5<br />
<strong>Pantai</strong> Management<br />
Resources Sdn. Bhd.<br />
Provision of administration<br />
support, training, research and<br />
development services<br />
Malaysia 40 Note 5<br />
<strong>Pantai</strong> Education Sdn.<br />
Bhd.<br />
Provision of educational<br />
programs and training courses<br />
for healthcare and related fields<br />
Malaysia 40 Note 5<br />
Credit Enterprise<br />
Sdn. Bhd.<br />
Dormant Malaysia 40 Note 5<br />
<strong>Pantai</strong> Columbia Sdn.<br />
Bhd.<br />
Golden Home Care<br />
Sdn. Bhd.<br />
<strong>Pantai</strong> Integrated Rehab<br />
Services Sdn. Bhd.<br />
<strong>Pantai</strong> Fomema &<br />
Systems Sdn. Bhd. and<br />
its subsidiary:<br />
Fomema Sdn. Bhd.<br />
Pengkalan Usaha<br />
(M) Sdn. Bhd.<br />
Healthpac Industries<br />
Sdn. Bhd.<br />
Conso-Asli Sdn. Bhd. and<br />
its subsidiary:<br />
Kuala Lumpur Medical<br />
Centre (Asia Pacific)<br />
Sdn. Bhd.<br />
Dormant Malaysia 40 Note 5<br />
Dormant Malaysia 40 Note 5<br />
Provision of rehabilitation<br />
services<br />
Investment holding and<br />
supervision of medical<br />
examination of foreign workers<br />
in Malaysia<br />
Monitoring of medical<br />
examination of foreign workers<br />
in Malaysia<br />
Supervision of medical<br />
examination of foreign workers<br />
in Malaysia<br />
Malaysia 34 Note 5<br />
Malaysia 40 Note 5<br />
Malaysia 30 Note 5<br />
Malaysia 40 Note 5<br />
Dormant Malaysia 40 Note 5<br />
Investment holding Malaysia 40 Note 5<br />
Dormant Malaysia 20.4 Note 5<br />
Seraya Sensa Sdn. Bhd. Investment holding Malaysia 40 Note 5<br />
<strong>Pantai</strong> Medivest Lanka<br />
(Private) Limited<br />
PT. <strong>Pantai</strong> Healthcare<br />
Consulting<br />
<strong>Pantai</strong> Medivest Sdn. Bhd.<br />
and its subsidiaries:<br />
Aroma Laundry & Dry<br />
Cleaners Sdn. Bhd. and<br />
its subsidiaries:<br />
Zoom Valet Services<br />
Sdn. Bhd.<br />
Dormant Sri Lanka 40 ## Note 5<br />
Provision of healthcare consulting<br />
services<br />
Provision of clinical waste<br />
management, cleaning and<br />
maintenance services for hospitals<br />
Provision of laundry and dry<br />
cleaning services<br />
Indonesia 40 # Note 5<br />
Malaysia 40 Note 5<br />
Malaysia 20 Note 5<br />
Dormant Malaysia 20 Note 5<br />
Mediwash Sdn. Bhd. Dormant Malaysia 20 Note 5<br />
<strong>Pantai</strong> Medivest Lanka<br />
(Private) Limited<br />
<strong>Pantai</strong> Medivest (India)<br />
Private Limited<br />
Dormant Sri Lanka 40 ## Note 5<br />
Dormant India 40 Note 5<br />
PT Jasa Medivest Dormant Indonesia 38 –<br />
#<br />
Effective equity interest of 20% each held by <strong>Pantai</strong> Hospitals Sdn. Bhd. and <strong>Pantai</strong> Group Resources Sdn. Bhd.<br />
##<br />
Effective equity interest of 20% each held by <strong>Pantai</strong> Medivest Sdn. Bhd. and <strong>Pantai</strong> Group Resources Sdn. Bhd.<br />
Cyberwide Finance<br />
Limited and its subsidiary:<br />
Maxgold Investments<br />
Group Limited and<br />
its subsidiary:<br />
Investment holding<br />
Investment holding<br />
British Virgin<br />
Islands<br />
British Virgin<br />
Islands<br />
40 Note 5<br />
40 Note 5<br />
None of the above joint ventures are considered significant. A joint venture is considered significant if its net<br />
tangible assets represent 20% or more of the Group’s consolidated net tangible assets, or if its pre-tax profits<br />
account for 20% or more of the Group’s consolidated pre-tax profits.<br />
33 Comparative information<br />
Glossmere Investments<br />
Limited<br />
Investment holding<br />
British Virgin<br />
Islands<br />
40 Note 5<br />
Comparatives in the financial statements have been changed from the previous year due to the changes in<br />
accounting policies as described in note 2 and to be consistent with current year presentation.<br />
114<br />
115<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
1 Summary of major properties<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
1 Summary of major properties (Cont’d)<br />
The major properties of the Group are:<br />
Description<br />
Location<br />
Site area<br />
(sq m)<br />
Existing<br />
use<br />
Approximate total<br />
lettable/<br />
saleable area (sq m)<br />
Group’s<br />
effective<br />
interest<br />
% Tenure<br />
Description<br />
Singapore<br />
Location<br />
Site area<br />
(sq m)<br />
Existing<br />
use<br />
Approximate total<br />
lettable/<br />
saleable area (sq m)<br />
Group’s<br />
effective<br />
interest<br />
% Tenure<br />
Singapore<br />
Gleneagles<br />
Hospital<br />
and Medical<br />
Centre, a 380-<br />
bed hospital<br />
with 164<br />
medical suites<br />
and 402 car<br />
park lots<br />
Mount Elizabeth<br />
Hospital<br />
and Medical<br />
Centre, a 505-<br />
bed hospital<br />
with 214<br />
medical suites<br />
and 368 car<br />
park lots<br />
East Shore<br />
Hospital<br />
and Medical<br />
Centre, a 123-<br />
bed hospital<br />
with 28<br />
medical suites<br />
and 73 car<br />
park lots<br />
Lot 1345 Town<br />
sub-division<br />
25 situated at<br />
6/6A Napier<br />
Road<br />
Lot 858 Town<br />
sub-division<br />
27 situated<br />
at 3 Mount<br />
Elizabeth<br />
Lot 6912<br />
Mukim 26<br />
situated at 321<br />
Joo Chiat Place<br />
14,947 Hospital<br />
building<br />
Medical<br />
centre<br />
15,204 Hospital<br />
building<br />
Medical<br />
centre<br />
6,200 Hospital<br />
and<br />
medical<br />
centre<br />
–<br />
–<br />
–<br />
–<br />
25,000<br />
10,800<br />
38,626<br />
19,940<br />
100<br />
4<br />
100<br />
4<br />
Freehold<br />
Freehold<br />
99-year lease<br />
commencing<br />
1 October<br />
1976<br />
99-year lease<br />
commencing<br />
1 October<br />
1976<br />
– 10,926 100 Freehold<br />
Shophouse Lot 5188<br />
Mukim 27<br />
situated at<br />
Block 210<br />
New Upper<br />
Changi Road<br />
#01-699<br />
Radiologic Clinic Lot 5350<br />
Mukim 5<br />
situated at<br />
Block 130<br />
Jurong East<br />
Street 13<br />
#01-219<br />
Overseas<br />
Gleneagles<br />
Medical Centre,<br />
a 212-bed<br />
private hospital<br />
1 Jalan<br />
Pangkor<br />
Penang,<br />
Malaysia<br />
380 Clinic – 380 100 86-year lease<br />
commencing<br />
1 July 1992<br />
145 Clinic – 145 100 91-year lease<br />
commencing<br />
1 April 1993<br />
7,319 Hospital<br />
building<br />
– 18,600 70 Freehold<br />
Warehouse and<br />
store<br />
Lot 2301/U2<br />
Mukim 1<br />
situated at 213<br />
Henderson<br />
Road, #01-02,<br />
#02-02, #03-<br />
02, #04-02<br />
Henderson<br />
Industrial Park<br />
940 Warehouse<br />
and store<br />
– 940 100 Freehold<br />
116<br />
117<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
2 Interested person transactions<br />
Interested Person<br />
Aggregate value of all<br />
transactions during the<br />
financial year ended 31/12/06<br />
(excluding transactions<br />
less than $100,000 and<br />
transactions conducted under<br />
a shareholders’ mandate<br />
pursuant to<br />
Rule 920 of the<br />
SGX-ST Listing<br />
Manual)<br />
Aggregate value of all<br />
transactions conducted<br />
under a shareholders’<br />
mandate pursuant to<br />
Rule 920 of the<br />
SGX-ST Listing<br />
Manual (excluding<br />
transactions less than<br />
$100,000)<br />
$’000 $’000<br />
Chang See Hiang<br />
- Professional fees paid by the Group 152 –<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement<br />
The Company is committed to complying with the Code of Corporate Governance issued by the Corporate<br />
Governance Committee in March 2001 and revised in 2005 (“CCG 2005”) so as to ensure greater transparency<br />
and protection of shareholders’ interests. This statement outlines the main corporate governance practices<br />
that are adopted by the Company.<br />
Board of Directors<br />
Role of the Board of Directors<br />
The primary role of the board of directors of the Company (“the Board”) is to protect and enhance long-term<br />
shareholder value. It sets the overall strategy for the Group and supervises the management of the Group<br />
(“the Management”). It is also responsible for the overall corporate governance of the Group including<br />
setting its strategic direction, establishing goals for Management and monitoring the achievement of these<br />
goals.<br />
Board Processes<br />
To assist in the execution of its responsibilities, the Board has established the following specialised committees<br />
(CCG 2005, Guideline 1.3):<br />
3 Material contracts<br />
Except as disclosed in Interested Person Transactions, there were no other material contracts of the Company<br />
or its subsidiaries involving the interests of the Chief Executive Officer, each director or controlling shareholder,<br />
either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of<br />
the previous financial year.<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
(e)<br />
(f)<br />
(g)<br />
(h)<br />
the Executive Committee;<br />
the Audit Committee;<br />
the Nominating Committee;<br />
the Remuneration Committee;<br />
the Share Option Scheme Committee*;<br />
the Management Committee;<br />
the Share Purchase Committee; and<br />
the Strategic Planning Committee.<br />
* This Committee was dissolved on 9 November <strong>2006</strong><br />
Each of the above committees has its respective written mandates and operating procedures, which will be<br />
reviewed on a regular basis.<br />
The Board intends to hold about four scheduled meetings each year. It may, however, hold unscheduled<br />
strategy meetings and/or emergency meetings to address/consider certain specific significant matters or<br />
transactions that may arise from time to time. The Articles of Association of the Company allow Board<br />
meetings to be conducted by way of telephonic and video conference (CCG 2005, Guideline 1.4).<br />
118<br />
119<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Directors’ meetings held in <strong>2006</strong><br />
During the financial year ended 31 December <strong>2006</strong>, the Board held five meetings. The Directors’ attendance<br />
at those meetings are disclosed below (CCG 2005, Guideline 1.4):<br />
Name of director<br />
Board meetings attended<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
As at the date of this report, the Board comprises ten suitably qualified members (CCG 2005, Guidelines 2.4<br />
and 4.6):<br />
Name of director<br />
Date of<br />
appointment<br />
Nature of<br />
appointment<br />
Prime<br />
function<br />
Other functions<br />
Academic and<br />
professional<br />
qualifications<br />
Richard Seow Yung Liang 5<br />
Sunil Chandiramani 5<br />
Dr Lim Cheok Peng 5<br />
Alain Ahkong Chuen Fah 5<br />
Daniel Ashton Carroll* -<br />
Chang See Hiang 5<br />
Timothy David Dattels 4<br />
Ho Kian Guan 3<br />
Dr Ronald Ling Jih Wen 4<br />
Ashish Jaiprakash Shastry 4<br />
David R. White 1<br />
Ho Kian Hock (alternate to Ho Kian Guan) 2<br />
*Retired on 12 April <strong>2006</strong><br />
Richard Seow<br />
Yung Liang<br />
Age: 44<br />
Sunil Chandiramani<br />
Age: 44<br />
10/06/2005 Non-executive/<br />
independent<br />
17/12/1999 Non-executive/<br />
independent<br />
Chairman<br />
Vice<br />
Chairman<br />
Chairman of Executive<br />
and Strategic Planning<br />
Committees, and<br />
Member of Share<br />
Option Scheme # ,<br />
Remuneration, Share<br />
Purchase, Nominating<br />
and Management<br />
Committees<br />
Member of Executive,<br />
Share Option Scheme # ,<br />
Remuneration, Share<br />
Purchase and<br />
Nominating Committees<br />
BS (Economics),<br />
MBA (Finance)<br />
B Com (Hons),<br />
MBA<br />
Matters Requiring Board Approval<br />
The Board meets to consider the following, without limitation, corporate events and/or actions (CCG 2005,<br />
Guideline 1.5):<br />
• approval of quarterly results announcements;<br />
• approval of the annual report and financial statements;<br />
• declaration of interim dividends and proposal of final dividends;<br />
• approval of corporate strategies;<br />
Dr Lim Cheok Peng<br />
Age: 60<br />
Alain Ahkong<br />
Chuen Fah<br />
Age: 59<br />
07/06/2000 Executive/<br />
nonindependent<br />
14/02/2001 Non-executive/<br />
independent<br />
Managing<br />
Director<br />
Member<br />
Chairman of<br />
Management<br />
Committee, and<br />
Member of Executive<br />
and Strategic Planning<br />
Committees<br />
Chairman of Audit<br />
Committee and<br />
Member of<br />
Nominating Committee<br />
MBBS,<br />
M. Med. Int. Med.,<br />
MRCP,<br />
FRCP (Edin),<br />
FRCP (Glasg),<br />
FAMS<br />
(Cardiology)<br />
Chartered Tax<br />
Adviser<br />
• authorisation of major transactions; and<br />
• convening of shareholders’ meetings.<br />
Training for Directors<br />
The directors may participate in seminars and/or discussion groups to keep abreast of latest developments<br />
which are relevant to the Group (CCG 2005, Guideline 1.6).<br />
Board Composition and Balance<br />
The names of the directors of the Company in office as at the date of this report are set out in the Directors’<br />
<strong>Report</strong>. The Board has reviewed its composition and is satisfied that such composition is appropriate. The<br />
Board will constantly examine its size with a view to determining its impact upon its effectiveness (CCG 2005,<br />
Guideline 2.3).<br />
Chang See Hiang<br />
Age: 53<br />
Timothy David Dattels<br />
Age: 49<br />
Ho Kian Guan<br />
Age: 61<br />
28/08/1997 Non-executive/<br />
independent<br />
10/06/2005 Non-executive/<br />
independent<br />
25/06/1985 Non-executive/<br />
independent<br />
Member<br />
Member<br />
Member<br />
Chairman of<br />
Nominating and<br />
Share Purchase<br />
Committees, and<br />
Member of Audit<br />
Committee<br />
Chairman of Share<br />
Option Scheme # and<br />
Remuneration<br />
Committees, and<br />
Member of<br />
Nominating Committee<br />
Member of Audit<br />
and Share Purchase<br />
Committees<br />
LL.B (Hons)<br />
BA (Hons), MBA<br />
BA Comm<br />
120<br />
121<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Name of director<br />
Dr Ronald Ling<br />
Jih Wen<br />
Age: 42<br />
Date of<br />
appointment<br />
Nature of<br />
appointment<br />
15/07/2005 Non-executive/<br />
independent<br />
Prime<br />
function<br />
Member<br />
Other functions<br />
Member of Strategic<br />
Planning Committee<br />
Academic and<br />
professional<br />
qualifications<br />
MBBS, MA Hons<br />
(Oxon), MBA<br />
(INSEAD)<br />
4 Corporate governance statement (Cont’d)<br />
Chairman and Managing Director<br />
There is a clear division of responsibilities between the Chairman and the Managing Director, which ensures<br />
that there is a balance of power and authority at the top of the Group. The posts of Chairman and Managing<br />
Director are kept separate and these positions are held by Mr Richard Seow Yung Liang and Dr Lim Cheok<br />
Peng respectively (CCG 2005, Principle 3 and Guideline 3.1).<br />
Ashish Jaiprakash<br />
Shastry<br />
Age: 31<br />
10/06/2005 Non-executive/<br />
independent<br />
Member<br />
Member of Executive,<br />
Share Option Scheme # ,<br />
Remuneration, Share<br />
Purchase, Audit,<br />
Strategic Planning<br />
and Management<br />
Committees<br />
A.B. in Econs<br />
(Hons)<br />
The Board has delegated the day-to-day running of the Group to the Managing Director and members of the<br />
Executive Committee. Both the Chairman and the Managing Director shall ensure an appropriate balance<br />
of power, increased accountability and greater capacity of the Board for independent decision making (CCG<br />
2005, Guideline 3.1). The Chairman shall, in addition:<br />
(a)<br />
(b)<br />
lead the Board to ensure its effectiveness on all aspects of its role and set its agenda;<br />
ensure that the directors receive accurate, timely and clear information;<br />
David R. White<br />
Age: 59<br />
Ho Kian Hock *<br />
Age: 59<br />
15/07/2005 Non-executive/<br />
independent<br />
25/06/1985 Non-executive/<br />
independent<br />
Member<br />
Member of Strategic<br />
Planning Committee<br />
BS, MS<br />
Member – BSc Engineering<br />
(c)<br />
(d)<br />
(e)<br />
ensure effective communication with shareholders;<br />
encourage constructive relations between the Board and the Management;<br />
facilitate the effective contribution of non-executive directors in particular;<br />
* Alternate to Ho Kian Guan<br />
#<br />
This Committee was dissolved on 9 November <strong>2006</strong><br />
Particulars of interests of directors who held office at the end of the financial year in shares, debentures,<br />
warrants and share options in the Company and in related corporations (other than wholly-owned subsidiaries)<br />
are set out in the Directors’ <strong>Report</strong>.<br />
Independent Members of the Board of Directors<br />
The Board has nine independent members, representing 90% of the Board. They are<br />
Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Alain Ahkong Chuen Fah,<br />
Mr Chang See Hiang, Mr Timothy David Dattels, Mr Ho Kian Guan, Dr Ronald Ling Jih Wen, Mr Ashish<br />
Jaiprakash Shastry and Mr David R. White. The criterion of independence is based on the definition given<br />
in the CCG 2005. The Board considers an “independent” director as one who has no relationship with the<br />
Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere,<br />
with the exercise of the director’s independent business judgement with a view to the best interests of the<br />
Company (CCG 2005, Guideline 2.1).<br />
Non-executive members of the Board exercise no management functions in the Company or any of its<br />
subsidiaries. Although all the directors have equal responsibility for the performance of the Group, the role<br />
of the non-executive directors is particularly important in ensuring that the performance of Management in<br />
meeting agreed goals and objectives is reviewed and the reporting of performance is monitored; and the<br />
strategies proposed by the Management are fully discussed, rigorously examined and shall take into account<br />
the long-term interests of the shareholders, employees, customers, suppliers and the communities in which<br />
the Group conducts its business (CCG 2005, Guideline 2.5).<br />
(f)<br />
encourage constructive relations between the executive director and non-executive directors; and<br />
(g) promote high standards of corporate governance (CCG 2005, Guideline 3.2).<br />
Board Committees<br />
To assist the Board in the execution of its duties, the Board has delegated specific functions to the following<br />
committees (CCG 2005, Guideline 1.3):<br />
Executive Committee<br />
The Executive Committee was established in February 1987. It is currently chaired by Mr Richard Seow Yung<br />
Liang and comprises both non-executive directors and the executive director. The Executive Committee is<br />
entrusted with the review of the Group’s business and affairs, in line with the overall strategy set by the<br />
Board. Meetings of the Executive Committee are held regularly.<br />
There were ten meetings held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />
Name of director Appointment Number of meetings attended<br />
Richard Seow Yung Liang (Chairman) Non-executive Director 10<br />
Sunil Chandiramani (Member) Non-executive Director 10<br />
Dr Lim Cheok Peng (Member) Executive Director 10<br />
Ashish Jaiprakash Shastry (Member) Non-executive Director 10<br />
122<br />
123<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Audit Committee<br />
The Audit Committee was established in June 1990. It is currently chaired by Mr Alain Ahkong Chuen Fah<br />
and comprises three other non-executive directors, namely Mr Chang See Hiang, Mr Ho Kian Guan and Mr<br />
Ashish Jaiprakash Shastry. All four directors are non-executive and independent (CCG 2005, Guidelines 11.1<br />
and 11.8).<br />
The Audit Committee assists the Board in fulfilling its responsibilities in financial reporting, management of<br />
financial and control risks, and monitoring of the internal control systems.<br />
The Board is of the view that the members of the Audit Committee are appropriately qualified to discharge<br />
their responsibilities and they have accounting and/or related financial management expertise or business<br />
experience, as the Board interprets such qualification in its business judgement (CCG 2005, Guideline<br />
11.2).<br />
The Audit Committee has explicit authority to investigate any matter within its terms of reference, full access<br />
to and co-operation by the Management and full discretion to invite any director or executive officer to<br />
attend its meetings, and reasonable resources to enable it to discharge its functions properly (CCG 2005,<br />
Guideline 11.3).<br />
The Audit Committee has reviewed the scope and results of the audit and its cost effectiveness and the<br />
independence and objectivity of the external auditors and such reviews are conducted on an annual basis<br />
(CCG 2005, Guidelines 11.4(a) and 11.6). Where the external auditors also supply a substantial volume of<br />
non-audit services to the Company, the Audit Committee shall keep the nature and extent of such services<br />
under review so as to seek to balance the maintenance of objectivity and value for money (CCG 2005,<br />
Guideline 11.4(a)).<br />
The Audit Committee can hold meetings with the external auditors, without the presence of the Management,<br />
to discuss any matters that the Audit Committee or the auditors believe should be discussed in private (CCG<br />
2005, Guideline 11.5).<br />
The Audit Committee has reviewed and will review the significant financial reporting issues and judgements,<br />
formal announcements relating to the Company’s financial performance, the adequacy of internal controls,<br />
the management of financial risks, the effectiveness of the Company’s internal audit function, and the Group’s<br />
process for monitoring compliance with the laws and regulations and its own code of business conduct (CCG<br />
2005, Guidelines 11.4(b) to (e)).<br />
The Audit Committee shall review arrangements by which staff of the Company may, in confidence, raise<br />
concerns about possible improprieties in matters of financial reporting or other matters. The Audit Committee<br />
shall ensure that arrangements are in place for independent investigation of such matters and for appropriate<br />
follow up action (CCG 2005, Guideline 11.7).<br />
The Audit Committee has reviewed the Company’s risk management policies and systems, internal financial<br />
controls, operational and compliance controls. Based on the Internal Auditor’s reports, as applicable, and the<br />
internal controls in place, it is satisfied that there are adequate internal controls in the Company (CCG 2005,<br />
Guideline 12.1).<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
There were four meetings held during the year and attendance was as follows (CCG 2005, Guideline 11.8):<br />
Name of director Appointment Number of meetings attended<br />
Alain Ahkong Chuen Fah (Chairman) Non-executive/independent 4<br />
Chang See Hiang (Member) Non-executive/independent 4<br />
Ho Kian Guan (Member) Non-executive/independent 3<br />
Ashish Jaiprakash Shastry (Member) Non-executive/independent 3<br />
Nominating Committee<br />
The Nominating Committee was established on 24 February 2003 and comprises five independent directors,<br />
namely Mr Chang See Hiang (Chairman), Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Alain<br />
Ahkong Chuen Fah and Mr Timothy David Dattels (CCG 2005, Guideline 4.1).<br />
The role of the Nominating Committee is to:<br />
(a)<br />
(b)<br />
(c)<br />
make recommendations to the Board on all Board and Board committees appointments and renominations,<br />
including recommending the Chairman for the Board and for each Board committee (CCG<br />
2005, Guidelines 4.1 and 4.2);<br />
determine annually whether a director is independent and whether he is able to carry out his duties as<br />
a director (CCG 2005, Guidelines 4.3 and 4.4); and<br />
assess the effectiveness of the Board as a whole and the contribution by each individual director to the<br />
effectiveness of the Board (CCG 2005, Principle 5).<br />
The Nominating Committee has adopted a formal assessment process to evaluate the Board’s performance<br />
and contribution of each individual director by (a) reviewing a completed individual director self-assessment<br />
form, and (b) using a board self-assessment checklist (CCG 2005, Guidelines 5.1 and 5.4). The Nominating<br />
Committee has also adopted internal guidelines to address the competing time commitments that are faced<br />
when directors serve on multiple boards (CCG 2005, Guidelines 4.4 and 5.4).<br />
The Nominating Committee has adopted a set of performance criteria that is linked to long-term shareholders’<br />
value to be used for performance evaluation of the Board. The set of performance criteria includes the<br />
Company’s share price performance over a five year period benchmarked against the Singapore Straits Times<br />
Index and against the benchmark index of the Company’s industry peers, return on assets, return on equity<br />
and profitability on capital employed (CCG 2005, Guidelines 5.2 , 5.3 and 5.5).<br />
The Nominating Committee will also review and recommend to the Board on the appointment of key<br />
executives, including but not limited to the Managing Director.<br />
The Internal Auditor’s primary line of reporting is to the Chairman of the Audit Committee although the<br />
Internal Auditor also reports administratively to the Managing Director (CCG 2005, Guideline 13.1).<br />
The Audit Committee has reviewed the adequacy of the internal audit function by ensuring that the internal<br />
audit function is adequately resourced and has appropriate standing within the Company and such reviews<br />
are conducted on an annual basis (CCG 2005, Guidelines 13.3 and 13.4).<br />
124<br />
125<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
There was one meeting held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />
Name of director Appointment Number of meeting attended<br />
Chang See Hiang (Chairman) Non-executive/independent 1<br />
Richard Seow Yung Liang (Member) Non-executive/independent 1<br />
Sunil Chandiramani (Member) Non-executive/independent 1<br />
Alain Ahkong Chuen Fah (Member) Non-executive/independent 1<br />
Timothy David Dattels (Member) Non-executive/independent -<br />
Further to the disclosure set out under the Board Composition and Balance section of the Corporate<br />
Governance Statement, additional information on the directors is as follows (CCG 2005, Guideline 4.6):<br />
Name of director<br />
Date of last reelection<br />
as a director<br />
Directorships or chairmanships both present<br />
and those held over the preceding three years<br />
in other listed companies and other major<br />
appointments<br />
Richard Seow Yung Liang 12/4/<strong>2006</strong> Twinwood Engineering Limited<br />
Lee Hing Development Limited<br />
Sunil Chandiramani 12/4/<strong>2006</strong> Apollo Hospitals Enterprise Limited **<br />
(Appointed wef 18/4/2005, resigned wef 4/8/2005)<br />
Strides Arcolab Ltd **<br />
(Resigned wef 22/6/2005)<br />
Minor Corporation pcl<br />
(Appointed wef 19/4/<strong>2006</strong>, resigned wef<br />
27/6/<strong>2006</strong>)<br />
Dr Lim Cheok Peng 6/4/2005 <strong>Pantai</strong> Holdings Berhad*<br />
Alain Ahkong Chuen Fah 12/4/<strong>2006</strong> Twinwood Engineering Limited<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Name of director<br />
Date of last reelection<br />
as a director<br />
Directorships or chairmanships both present<br />
and those held over the preceding three years<br />
in other listed companies and other major<br />
appointments<br />
Chang See Hiang 6/4/2005 Yeo Hiap Seng Limited<br />
Jardine Cycle & Carriage Limited<br />
MCL Land Limited<br />
Singapore Turf Club<br />
Timothy David Dattels 12/4/<strong>2006</strong> Primedia Inc.<br />
Shangri-La Asia Ltd<br />
Asian Art Museum, San Francisco as Trustee<br />
Shenzhen Development Bank<br />
SingTao News Corp. Limited<br />
Ho Kian Guan 31/3/2004 Keck Seng (Malaysia) Berhad<br />
Pelangi Berhad<br />
Petaling Garden Berhad<br />
Shangri-la Hotel Ltd<br />
Shangri-la Asia Ltd<br />
Keck Seng Investments (HK) Ltd<br />
Dr Ronald Ling Jih Wen 12/4/<strong>2006</strong> Strides Acrolab Ltd<br />
Twinwood Engineering Limited<br />
Ashish Jaiprakash Shastry 12/4/<strong>2006</strong> Matrix Laboratories Limited **<br />
(Resigned wef 8/1/2007)<br />
<strong>Pantai</strong> Holdings Berhad*<br />
Lee Hing Development Limited<br />
David R. White 12/4/<strong>2006</strong> Iasis Healthcare Corporation<br />
Ho Kian Hock<br />
(alternate to Ho Kian<br />
Guan)<br />
N/A<br />
* The company was de-listed on 9/1/2007<br />
** Alternate director<br />
Keck Seng Investments (HK) Ltd<br />
Keck Seng (Malaysia) Berhad<br />
Shangri-la Hotel Ltd **<br />
Shangri-la Asia Ltd **<br />
Pelangi Berhad **<br />
Petaling Garden Berhad **<br />
126<br />
127<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Remuneration Committee<br />
The Remuneration Committee was established in March 1988. It is currently chaired by Mr Timothy David<br />
Dattels, an independent non-executive director and comprises three other independent non-executive<br />
directors, namely Mr Richard Seow Yung Liang, Mr Sunil Chandiramani and Mr Ashish Jaiprakash Shastry<br />
(CCG 2005, Guideline 7.1).<br />
The Remuneration Committee, which offers an independent perspective, reviews the remuneration packages<br />
and the procedures for fixing the remuneration packages of individual directors and key executives. However,<br />
members of the Remuneration Committee will ensure that they do not set their own remuneration (CCG<br />
2005, Principle 7).<br />
The Remuneration Committee will recommend a framework of remuneration for the Board and key executives<br />
and submit the recommended framework for endorsement by the entire Board (CCG 2005, Guideline 7.2).<br />
The Remuneration Committee shall:<br />
(a)<br />
(b)<br />
(c)<br />
ensure that non-executive directors should not be over-compensated to the extent that their independence<br />
may be compromised (CCG 2005, Guideline 8.2);<br />
have the authority to consult experts (inside and/or outside the Company) on the remuneration of all<br />
directors, if considered necessary (CCG 2005, Guideline 7.3); and<br />
recommend the remuneration of the non-executive directors for approval at the annual general meeting<br />
(“AGM”).<br />
In addition, the Remuneration Committee is responsible for the administration of the <strong>Parkway</strong> Performance<br />
Share Plan (“the Share Plan”) (approved by shareholders of the Company at an extraordinary general meeting<br />
held on 2 November <strong>2006</strong>) in accordance with the rules of the Share Plan. The powers and duties of<br />
Remuneration Committee under the rules of the Share Plan include, inter alia, the determination and approval<br />
of the list of participants of the Share Plan, the number of shares which are the subject of an award, the date<br />
on which the award will be granted, the prescribed performance targets, the performance period, the vesting<br />
period (if any) and the extent which the shares under an award shall be released on the performance target(s)<br />
being satisfied. Members of the Remuneration Committee will ensure that they do not determine or approve<br />
the grant of any award to themselves (CCG 2005, Guideline 8.4).<br />
With effect from 9 November <strong>2006</strong>, the Remuneration Committee was also assigned with the responsibility<br />
of administering the <strong>Parkway</strong> Share Option Scheme 2001 (“<strong>Parkway</strong> Scheme 2001”) in accordance with the<br />
rules of the scheme, to determine and approve the list of grantees of the share options, the date of the grant<br />
and the price thereof. Members of the Remuneration Committee will ensure that they do not determine or<br />
approve any grant of share options to themselves (CCG 2005, Guideline 8.4).<br />
There were three meetings held during the year and attendance was as follows (CCG 2005, Guidelines 1.4<br />
and 9.1):<br />
Name of director Appointment Number of meetings attended<br />
Timothy David Dattels (Chairman) Non-executive/independent 1<br />
Richard Seow Yung Liang (Member) Non-executive/independent 3<br />
Sunil Chandiramani (Member) Non-executive/independent 3<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Share Option Scheme Committee<br />
The Share Option Scheme Committee was established in January 2001 and comprised four independent,<br />
non-executive directors, namely Mr Timothy David Dattels (Chairman), Mr Richard Seow Yung Liang, Mr Sunil<br />
Chandiramani and Mr Ashish Jaiprakash Shastry.<br />
The Share Option Scheme Committee administered the <strong>Parkway</strong> Scheme 2001 in accordance with the rules<br />
of the scheme, and determined and approved the list of grantees of the share options, the date of the grant<br />
and the price thereof. Members of the Share Option Scheme Committee would ensure that they do not<br />
determine or approve any grant of share options to themselves.<br />
The Share Option Scheme Committee was dissolved on 9 November <strong>2006</strong> and the responsibility for the<br />
administration of the <strong>Parkway</strong> Scheme 2001 was assigned to the Remuneration Committee.<br />
There were two meetings held during the year and attendance was as follows (CCG 2005, Guideline 1.4):<br />
Name of director Appointment Number of meetings attended<br />
Timothy David Dattels (Chairman) Non-executive -<br />
Richard Seow Yung Liang (Member) Non-executive 2<br />
Sunil Chandiramani (Member) Non-executive 2<br />
Ashish Jaiprakash Shastry (Member) Non-executive 2<br />
Management Committee<br />
The Management Committee was established in April 1985 and comprises one executive director, Dr Lim<br />
Cheok Peng (Chairman) and two non-executive directors, Mr Richard Seow Yung Liang and Mr Ashish<br />
Jaiprakash Shastry.<br />
The duties of the Management Committee include approving of transfers, amalgamations and splitting of<br />
shares, transferable share subscriptions rights, loan stocks and the issue of new certificates to replace any<br />
lost certificates in respect of any of the above-mentioned securities and in respect of the <strong>Parkway</strong> Scheme<br />
2001.<br />
There were seven resolutions in writing circulated during the year with no physical meeting held.<br />
Share Purchase Committee<br />
The Share Purchase Committee was established in May 2003. It is currently chaired by Mr Chang See Hiang,<br />
an independent non-executive director and comprises four other independent non-executive directors, namely<br />
Mr Richard Seow Yung Liang, Mr Sunil Chandiramani, Mr Ho Kian Guan and Mr Ashish Jaiprakash Shastry.<br />
The role of the Share Purchase Committee is to determine/decide the number of shares of the Company to<br />
purchase and the price at which such shares may be purchased, for and on behalf of the Company.<br />
No shares were purchased during the financial year ended 31 December <strong>2006</strong>.<br />
There was no resolution in writing circulated and no physical meeting held during the year.<br />
Ashish Jaiprakash Shastry (Member) Non-executive/independent 3<br />
128<br />
129<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Strategic Planning Committee<br />
The Strategic Planning Committee was established in July 2005. It is chaired by Mr Richard Seow Yung<br />
Liang and comprises four other members, namely, Dr Lim Cheok Peng, Dr Ronald Ling Jih Wen, Mr Ashish<br />
Jaiprakash Shastry and Mr David R. White.<br />
The Committee was established to explore, develop, and recommend medium and long-term business<br />
strategies and initiatives for the Group in the local, regional and international markets.<br />
There was one meeting held during the year and attendance was as follows (CCG 2005, Guideline Note<br />
1.4):<br />
Name of director Appointment Number of meetings attended<br />
Richard Seow Yung Liang (Chairman) Non-executive 1<br />
Dr Lim Cheok Peng (Member) Executive 1<br />
Dr Ronald Ling Jih Wen (Member) Non-executive 1<br />
Ashish Jaiprakash Shastry (Member) Non-executive -<br />
David R. White (Member) Non-executive 1<br />
Criteria for Board Membership<br />
Candidates for the Board are selected for their character, judgement, business experience and acumen.<br />
Scientific expertise, prior government service and familiarity with national and international issues affecting<br />
business will also be relevant criteria for consideration (CCG 2005, Guideline 2.4). In the selection and<br />
appointment of new directors to the Board, the Nominating Committee will evaluate the capabilities of the<br />
nominated new director taking into consideration his academic and professional qualifications, experience<br />
and where applicable, his shareholding in the Company and its subsidiaries as well as consider how such<br />
nominated new director will fit in the overall competent matrix of the Board before making its recommendation<br />
to the Board (CCG 2005, Guideline 4.5).<br />
Where a director has multiple board representations, the Nominating Committee will evaluate whether or not<br />
a director is able to and has been adequately carrying out his duties as director of the Company (CCG 2005,<br />
Guideline 4.4). Final approval of a candidate is determined by the Board. New directors may be appointed by<br />
way of a Board resolution upon the recommendation of the Nominating Committee but such directors shall<br />
submit themselves for re-election at the next AGM.<br />
The Articles of Association of the Company provide that at each AGM of the Company, one-third of the<br />
directors, including the Managing Director, shall retire from office by rotation provided always that every<br />
director, including a managing director, shall retire from office at least once in every three years (CCG 2005,<br />
Guideline 4.2). The selection of directors to retire is on the basis of those who have been longest in office<br />
since their last election and as between directors of equal seniority, the directors to retire shall be selected<br />
from among them by agreement or, in the absence thereof, by lot. A retiring director is eligible for re-election<br />
by shareholders of the Company at the AGM.<br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Access to Information<br />
The Company fully recognises that the continual flow of relevant information on an accurate and timely basis<br />
is critical for the Board to be effective in the discharge of its duties.<br />
Accordingly, directors will receive a regular supply of information from Management about the Group so that<br />
they are equipped to play as full a part as possible in Board meetings. Detailed Board papers are prepared<br />
for each meeting of the Board. The Board papers shall include sufficient information from Management on<br />
financial, business and corporate issues of the Company to enable the directors to be properly briefed on<br />
issues to be considered at Board meetings. Information provided shall include background or explanatory<br />
information relating to matters to be brought before the Board, copies of disclosure documents, budgets,<br />
forecasts and monthly internal financial statements (CCG 2005, Guidelines 6.1 and 6.2).<br />
All directors shall have unrestricted access to the Group’s records and information and shall receive detailed<br />
financial and operational reports from the Management so as to enable them to carry out their duties.<br />
Directors may also liaise with the Management, and may consult with other employees and seek additional<br />
information if required (CCG 2005, Guidelines 6.1 and 6.2).<br />
In addition, directors shall have separate and independent access to advices and services of the Company<br />
Secretary, who is responsible to the Board for advising on and implementation of the Group’s compliance<br />
requirements pursuant to the relevant statutes and regulations. Under the direction of the Chairman, the<br />
Company Secretary’s responsibilities shall include ensuring good information flows within the Board and<br />
its committees and between Management and Non-executive Directors, as well as facilitating orientation<br />
and assisting with professional development as required. The Company Secretary should attend all Board<br />
meetings (CCG 2005, Guideline 6.3).<br />
The appointment and the removal of the Company Secretary shall be a matter for the Board as a whole (CCG<br />
2005, Guideline 6.4).<br />
Each director has the right to seek independent legal and other professional advice, at the Company’s expense,<br />
concerning any aspect of the Group’s operations or undertakings in order to fulfil his role and responsibilities<br />
as a director (CCG 2005, Guideline 6.5).<br />
Remuneration Matters<br />
The Group’s remuneration policy is to provide compensation packages at market rates which will reward<br />
successful performance and attract, retain and motivate managers and directors (CCG 2005, Principles 8 and<br />
9, Guideline 8.5).<br />
The Company currently does not have a formal service contract with non-executive directors. The executive<br />
director has a service contract, which is subject to termination by the relevant subsidiary of the Company by<br />
giving not less than three months’ notice (CCG 2005, Guidelines 8.3 and 8.6).<br />
Company’s directors receiving remuneration from the Group for the years ended 31 December <strong>2006</strong> and 31<br />
December 2005 are set out below (CCG 2005, Guidelines 9.1 and 9.2):<br />
Remuneration band<br />
Number of directors<br />
<strong>2006</strong> 2005<br />
130<br />
S$750,000 and above 1 2<br />
S$500,000 to below S$750,000 – –<br />
S$250,000 to below S$500,000 – –<br />
Below S$250,000 10 14<br />
Total 11 16<br />
131<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
Summary compensation table for the directors of the Company and key executives of the Group for the year<br />
ended 31 December <strong>2006</strong> is set out below (CCG 2005, Guidelines 9.1 and 9.2):<br />
Directors of the Company<br />
Salary Bonus Fees<br />
Allowances<br />
and other<br />
benefits Total<br />
% % % % %<br />
S$750,000 and above<br />
Dr Lim Cheok Peng 51 48 – 1 100<br />
Below S$250,000<br />
Richard Seow Yung Liang – – 100 – 100<br />
Sunil Chandiramani – – 100 – 100<br />
Alain Ahkong Chuen Fah – – 100 – 100<br />
Daniel Ashton Carroll * – – 100 – 100<br />
Chang See Hiang – – 100 – 100<br />
Timothy David Dattels – – 100 – 100<br />
Ho Kian Guan – – 100 – 100<br />
Dr Ronald Ling Jih Wen – – 100 – 100<br />
Ashish Jaiprakash Shastry – – 100 – 100<br />
David R. White – – 100 – 100<br />
* Retired on 12 April <strong>2006</strong><br />
Key Executives of the Group<br />
S$500,000 to below S$750,000<br />
Daniel James Snyder 53 37 – 10 100<br />
Molly Foo 64 31 – 5 100<br />
Vivek Jetley 83 7 – 10 100<br />
S$250,000 to below S$500,000<br />
Choo Oi Yee 72 28 – – 100<br />
June Tay 66 28 – 6 100<br />
Bella Ong 70 24 – 6 100<br />
Nellie Tang 60 35 – 5 100<br />
Dr Goh Jin Hian 66 29 – 5 100<br />
Lim Poh Suan 61 31 – 8 100<br />
George Pusavat 62 31 – 7 100<br />
Below S$250,000<br />
Dr Timothy Low ** 75 19 – 6 100<br />
** for the period 1/1/<strong>2006</strong> to 30/6/<strong>2006</strong><br />
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
4 Corporate governance statement (Cont’d)<br />
The Company does not have any long-term incentive scheme apart from the existing <strong>Parkway</strong> Scheme 2001<br />
and the Share Plan (CCG 2005, Guidelines 9.2 and 9.4). Details of the <strong>Parkway</strong> Scheme 2001 and the Share<br />
Plan are set out in the Directors’ <strong>Report</strong> (CCG 2005, Guidelines 8.4 and 9.4).<br />
None of the employees holding managerial position within the Group during the year was an immediate<br />
family member of any director or the Managing Director of the Company (CCG 2005, Guideline 9.3).<br />
Accountability and Audit<br />
In presenting the annual financial statements and quarterly announcements to Shareholders, it is the aim<br />
of the Board to provide Shareholders with a balanced and comprehensible assessment of the Group’s<br />
performance, position and prospects which extends to interim and other price sensitive public reports, and<br />
reports to regulators (if required) (CCG 2005, Guideline 10.1). Management currently provides the Board<br />
with appropriately detailed management accounts of the Group’s performance, position and prospects on a<br />
monthly basis (CCG 2005, Guideline 10.2).<br />
Internal Controls<br />
The Board acknowledges that it is responsible for the overall internal control framework, but recognises that<br />
no cost effective internal control system will preclude all errors and irregularities, as a system is designed to<br />
manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable<br />
and not absolute assurance against material misstatement or loss. Nonetheless, the Audit Committee will:<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
satisfy itself, by such means as it shall consider appropriate, that adequate counter measures (i.e.<br />
mechanisms and processes, such as sound internal control systems) are in place to identify and mitigate<br />
any material business risks associated with the Group;<br />
ensure that a review of the effectiveness and adequacy of the Group’s internal controls, including<br />
financial, operational and compliance controls, and risk management policies and systems, is conducted<br />
at least annually. Such review can be carried out by internal and/or external auditors (CCG 2005,<br />
Guideline 12.1);<br />
ensure that the internal control recommendations made by internal and external auditors have been<br />
implemented by the Management; and<br />
ensure that the Board is in the position to comment on the adequacy of the internal controls of the<br />
Group.<br />
Based on the Audit Committee’s review, the Board is satisfied that there are adequate internal controls<br />
including financial, operational, compliance controls and risk management systems in the Company (CCG<br />
2005, Guideline 12.2).<br />
Internal Audit<br />
The Group has an in-house internal audit function that is independent of the activities it audits (CCG 2005,<br />
Principle 13). The internal audit unit was established in 1996 to review the effectiveness of the material<br />
internal controls of the Group. The internal auditors are expected to meet or exceed the standards set<br />
by nationally or internationally recognised professional bodies including the Standards for the Professional<br />
Practice of Internal Auditing set by The Institute of Internal Auditors (CCG 2005, Guideline 13.2).<br />
In this framework, the internal audit function provides reasonable assurance that the risks incurred by the<br />
Group in its activities have been identified, analysed and adequately managed by the Management. Internal<br />
audit also makes recommendations to enhance the effectiveness and efficiency of the Group.<br />
132<br />
133<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Supplementary information –<br />
SGX-ST Listing Manual requirements<br />
Year ended 31 December <strong>2006</strong><br />
Analysis of Shareholdings<br />
as at 27 February 2007<br />
4 Corporate governance statement (Cont’d)<br />
Communication with Shareholders<br />
In line with continuous disclosure obligations of the Company, pursuant to the SGX-ST Listing Manual and<br />
the Singapore Companies Act, Chapter 50 (the Act), the Board’s policy is that Shareholders are informed of<br />
all major developments of the Group.<br />
Information shall be communicated to Shareholders on a timely basis. Where there is inadvertent disclosure<br />
made to a selected group, the Company will make the same disclosure publicly as soon as practicable (CCG<br />
2005, Guideline 14.2). Communication is made through:<br />
RANGE OF SHAREHOLDINGS<br />
NO. OF<br />
SHAREHOLDERS<br />
% NO. OF SHARES %<br />
1 to 999 412 8.70 130,069 0.02<br />
1,000 to 10,000 3,303 69.76 13,050,653 1.70<br />
10,001 to 1,000,000 1,004 21.20 36,539,204 4.76<br />
1,000,001 AND ABOVE 16 0.34 717,945,984 93.52<br />
TOTAL 4,735 100.00 767,665,910 100.00<br />
TOP TWENTY SHAREHOLDERS AS AT 27 FEBRUARY 2007<br />
(as shown in the Register of Members)<br />
(a)<br />
annual reports that are prepared and issued to Shareholders. The Board makes every effort to ensure<br />
that the annual report includes all relevant information about the Group, including future developments<br />
and other disclosures required by the Act and Singapore Financial <strong>Report</strong>ing Standards;<br />
NO. NAME OF SHAREHOLDERS NO. OF SHARES %<br />
1 RAFFLES NOMINEES PTE LTD 159,609,625 20.79<br />
2 DBS NOMINEES PTE LTD 122,360,476 15.94<br />
3 HSBC (SINGAPORE) NOMINEES PTE LTD 72,954,068 9.50<br />
4 NEWBRIDGE SINGAPORE CO-INVESTMENT PTE LTD 64,560,810 8.41<br />
5 NEWBRIDGE SINGAPORE HEALTHCARE PARTNERS PTE LTD 59,594,594 7.76<br />
6 NEWBRIDGE SINGAPORE MEDICAL PARTNERS PTE LTD 59,594,594 7.76<br />
7 CITIBANK NOMINEES S’PORE PTE LTD 51,718,729 6.74<br />
8 UNITED OVERSEAS BANK NOMINEES PTE LTD 44,723,400 5.82<br />
9 DBSN SERVICES PTE LTD 37,285,583 4.86<br />
10 MERRILL LYNCH (SINGAPORE) PTE LTD 26,773,340 3.49<br />
11 MORGAN STANLEY ASIA (SINGAPORE) PTE LTD 11,178,141 1.46<br />
12 DB NOMINEES (S) PTE LTD 2,834,224 0.37<br />
13 OCBC NOMINEES SINGAPORE PTE LTD 1,370,200 0.18<br />
14 LIM CHEOK PENG 1,183,350 0.16<br />
15 ROYAL BANK OF CANADA (ASIA) LTD 1,153,350 0.15<br />
16 HEXACON CONSTRUCTION PTE LTD 1,051,500 0.14<br />
17 LEE FOUNDATION 827,561 0.11<br />
18 LEE LATEX PTE LIMITED 755,697 0.10<br />
19 UNIVERSITY OF MALAYSIA 710,640 0.09<br />
20 OCBC SECURITIES PRIVATE LTD 663,403 0.09<br />
(Others - Less than 663,403 shares each) 46,762,625 6.09<br />
TOTAL 767,665,910 100.00<br />
(b)<br />
quarterly results announcements comprising a summary of the financial information and affairs of the<br />
Group for the relevant period;<br />
(c)<br />
(d)<br />
notices of and explanatory memoranda for annual general meetings and extraordinary general<br />
meetings;<br />
press and analyst briefings for the Group’s financial results as well as other briefings, as appropriate;<br />
(e)<br />
press releases on major developments of the Group;<br />
(f)<br />
disclosures to the SGX-ST; and<br />
(g)<br />
the Group’s website at http://www.parkwayholdings.com at which Shareholders can access information<br />
on the Group.<br />
In addition, Shareholders are encouraged to attend the AGM to ensure a high level of accountability and to stay<br />
informed of the Group’s strategy and goals. The AGM is the principal forum for dialogue with Shareholders.<br />
The chairpersons of the Audit Committee, Nominating Committee and/or Remuneration Committee shall be<br />
present and available to address questions at general meetings. The external auditor shall also be present to<br />
assist the directors in addressing any relevant queries by Shareholders (CCG 2005, Guideline 15.3).<br />
The notice of the AGM is despatched to Shareholders, together with explanatory notes or a circular on items<br />
of special business, at least 16 days before the meeting. The Board welcomes questions from Shareholders<br />
who have an opportunity to raise issues either informally or formally before or at the AGM (CCG 2005,<br />
Guideline 15.1).<br />
Each item of special business included in the notice of the meeting is accompanied, where appropriate, by an<br />
explanation for the proposed resolution. Separate resolutions are proposed for substantially separate issues<br />
at the meeting (CCG 2005, Guideline 15.2).<br />
5 Dealings in Securities<br />
PUBLIC FLOAT<br />
Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited requires that at least 10% of the equity<br />
securities (excluding preference shares and convertible equity securities) of a listed company in a class that is listed is at all times<br />
held by the public. The Company has complied with this requirement. As at 27 February 2007, approximately 47.55% of its<br />
ordinary shares listed on the Singapore Exchange Securities Trading Limited were held in the hands of the public.<br />
The Company has issued a policy on dealings in the securities of the Company to its directors and Management,<br />
setting out the implications of insider trading and guidance on such dealings. It has adopted the best<br />
practices on dealings in securities as set out in Rule 1207 (18) of the SGX-ST Listing Manual.<br />
SUBSTANTIAL SHAREHOLDERS AS AT 27 FEBRUARY 2007<br />
(as shown in the Register of Substantial Shareholders)<br />
NO. NAME OF SHAREHOLDERS<br />
BENEFICIAL<br />
SHAREHOLDINGS<br />
DEEMED<br />
SHAREHOLDINGS<br />
1 BLUM CAPITAL PARTNERS, L.P. Note 1 - 208,107,988<br />
2 BLUM G.A. III, LLC Note 1 - 208,107,988<br />
3 BLUM INVESTMENT PARTNERS, INC. Note 1 - 208,107,988<br />
4 COBALT LIMITED - 57,113,998 -<br />
5 DINAKAR SINGH Note 2 - 95,594,474<br />
6 DINAKAR SINGH LLC Note 2 - 95,594,474<br />
7 DINAKAR SINGH II LLC Note 5 - 61,486,486<br />
134<br />
135<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Analysis of Shareholdings<br />
as at 27 February 2007<br />
SUBSTANTIAL SHAREHOLDERS AS AT 27 FEBRUARY 2007 (Cont’d)<br />
(as shown in the Register of Substantial Shareholders)<br />
NO.<br />
NAME OF SHAREHOLDERS<br />
BENEFICIAL<br />
SHAREHOLDINGS<br />
DEEMED<br />
SHAREHOLDINGS<br />
8 FMR CORP. - 53,144,949<br />
9 JEFFREY D. EKBERG Note 7 - 56,756,757<br />
10 MATTHEWS INTERNATIONAL CAPITAL<br />
MANAGEMENT, LLC<br />
- - 36,573,000<br />
11 NEWBRIDGE ASIA III, L.P. Note 3 - 89,864,745<br />
12 NEWBRIDGE ASIA IV, L.P. Note 7 - 56,756,757<br />
13 NEWBRIDGE ASIA ADVISORS III, INC. Note 4 - 151,351,231<br />
14 NEWBRIDGE ASIA ADVISORS IV, INC. Note 7 56,756,757<br />
15 NEWBRIDGE ASIA GENPAR III, L.P. Note 4 - 151,351,231<br />
16 NEWBRIDGE ASIA GENPAR IV, L.P. Note 7 - 56,756,757<br />
17 NEWBRIDGE MAURITIUS CO-INVESTMENT LIMITED Note 5 - 61,486,486<br />
18 NEWBRIDGE MAURITIUS HEALTHCARE PARTNERS LIMITED Note 6 - 56,756,757<br />
19 NEWBRIDGE MAURITIUS MEDICAL PARTNERS LIMITED Note 7 - 56,756,757<br />
20 NEWBRIDGE PARKWAY, L.P. Note 5 - 61,486,486<br />
21 NEWBRIDGE PARKWAY III, L.P. Note 6 - 56,756,757<br />
22 NEWBRIDGE PARKWAY IV, L.P. Note 7 - 56,756,757<br />
23 NEWBRIDGE SINGAPORE CO-INVESTMENT PTE. LTD. - 61,486,486 -<br />
24 NEWBRIDGE SINGAPORE HEALTHCARE<br />
PARTNERS PTE. LTD.<br />
- 56,756,757 -<br />
25 NEWBRIDGE SINGAPORE MEDICAL PARTNERS PTE. LTD. - 56,756,757 -<br />
26 NEWTON INVESTMENT MANAGEMENT LIMITED - - 44,721,000<br />
27 RICHARD C BLUM Note 1 - 208,107,988<br />
28 TARRANT ADVISORS, INC. Note 1 - 208,107,988<br />
29 TPG-AXON CAPITAL MANAGEMENT, L.P. Note 2 - 95,594,474<br />
30 TPG-AXON GP, LLC Note 2 - 95,594,474<br />
31 TPG HF MANAGEMENT, LLC Note 2 - 95,594,474<br />
32 TPG-AXON PARTNERS (OFFSHORE), LTD Note 8 - 95,594,474<br />
33 TPG-AXON PARTNERS, L.P. Note 5 - 61,486,486<br />
34 TPG-AXON PARTNERS GP, L.P. Note 5 - 61,486,486<br />
Note 1 - Deemed interest by virtue of being associated with Newbridge Asia III, L.P. (“Newbridge”), Newbridge Singapore Medical Partners<br />
Pte. Ltd. (“NSMP”) and Newbridge Singapore Co-Investment Pte. Ltd. (“NSCI”) under Section 7 of the Companies Act.<br />
Note 2 - Deemed interest by virtue of being associated with TPG-Axon Partners (Offshore), Ltd (“TPG-Axon”) under Section 7 of the<br />
Companies Act.<br />
Note 3 - (i) Deemed interest by virtue of being associated with Newbridge Singapore Healthcare Partners Pte. Ltd. (“NSHP”) under Section<br />
7 of the Companies Act.<br />
(ii) Deemed interested in 2,000 shares in <strong>Parkway</strong> held by Dr Lim Cheok Peng (“LCP”) pursuant to an agreement dated 10 June<br />
2005 between LCP, Newbridge and TPG-Axon.<br />
(iii) Deemed interested in 33,105,988 shares in <strong>Parkway</strong> collectively held by Keck Seng Malaysia Berhad (“KS Malaysia”), Ocean<br />
Inc. (“Ocean”) and their respective affiliates and nominees pursuant to an agreement dated 6 July 2005 between KS Malaysia,<br />
Ocean, Newbridge and TPG-Axon.<br />
Note 4 - Deemed interest by virtue of being associated with NSCI and Newbridge under Section 7 of the Companies Act.<br />
Note 5 - Deemed interest by virtue of being associated with NSCI under Section 7 of the Companies Act.<br />
Note 6 - Deemed interest by virtue of being associated with NSHP under Section 7 of the Companies Act.<br />
Note 7 - Deemed interest by virtue of being associated with NSMP under Section 7 of the Companies Act.<br />
Note 8 - (i) Deemed interest by virtue of being associated with NSCI under Section 7 of the Companies Act.<br />
(ii) Deemed interested in 1,002,000 shares in <strong>Parkway</strong> held by LCP pursuant to an agreement dated 10 June 2005 between LCP,<br />
Newbridge and TPG-Axon.<br />
(iii) Deemed interested in 33,105,988 shares in <strong>Parkway</strong> collectively held by KS Malaysia, Ocean and their respective affiliates and<br />
nominees pursuant to an agreement dated 6 July 2005 between KS Malaysia, Ocean, Newbridge and TPG-Axon.<br />
Notice of <strong>Annual</strong> General Meeting<br />
PARKWAY HOLDINGS LIMITED<br />
(Co. Reg. No. 197400320R)<br />
NOTICE IS HEREBY GIVEN That the Thirty-Fourth <strong>Annual</strong> General Meeting of the Company will be held on Thursday,<br />
12 April 2007 at 11.00 am at The Lecture Theatre, Level 3, Gleneagles Hospital, 6A Napier Road, Singapore<br />
258500 for the purpose of transacting the following businesses:-<br />
1. To receive and, if approved, to adopt the Directors’ <strong>Report</strong> and Audited Accounts for the year ended 31st<br />
December <strong>2006</strong> and the Auditors’ <strong>Report</strong> thereon.<br />
2. To declare a Final Dividend of 5.5 cents per ordinary share less tax in respect of the year ended 31st December<br />
<strong>2006</strong>.<br />
3. (a) To re-elect Mr. Ranvir Dewan who retires pursuant to Article 83 of the Articles of Association of the<br />
Company, as Director of the Company.<br />
(b) To re-elect Mr. Steven Joseph Schneider who retires pursuant to the Article 83 of the Articles of<br />
Association of the Company, as Director of the Company.<br />
4. (a) To re-elect Dr. Lim Cheok Peng who retires pursuant to Article 97 of the Articles of Association of the<br />
Company, as Director of the Company.<br />
(b) To re-elect Mr. Chang See Hiang who retires pursuant to Article 97 of the Articles of Association of the<br />
Company, as Director of the Company.<br />
(c) To re-elect Mr. Ho Kian Guan who retires pursuant to Article 97 of the Articles of Association of the<br />
Company, as Director of the Company.<br />
5. To approve Directors’ Fees of $702,575 for <strong>2006</strong> (2005: $679,863).<br />
6. To re-appoint Messrs. KPMG as Auditors and to authorise the Directors to fix their remuneration.<br />
7. As Special Business:-<br />
To consider and, if thought fit, to pass (with or without modifications) the following resolutions (a), (b) and (c)<br />
as ordinary resolutions:-<br />
(a) That subject to Section 161 of the Companies Act, Cap. 50 of Singapore, the Articles of Association of the<br />
Company and the approval of the relevant Stock Exchange and/or other governmental or regulatory bodies<br />
where such approval is necessary, the Board of Directors of the Company be and is hereby authorised to<br />
allot and issue shares and convertible securities in the Company at any time to such persons, upon such<br />
terms and conditions and for such purposes as the Board of Directors may deem fit PROVIDED ALWAYS<br />
THAT:-<br />
(I) the aggregate number of shares to be issued pursuant to this Resolution does not exceed fifty per<br />
cent. of the issued shares of the Company at the time of the passing of this Resolution, of which<br />
the aggregate number of shares issued other than on a pro rata basis to existing shareholders does<br />
not exceed twenty per cent. of the Company’s issued shares;<br />
(II) (subject to such manner of calculation as prescribed by the Singapore Exchange Securities Trading<br />
Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that<br />
may be issued under sub-paragraph (I) above, the percentage of the issued share capital of the<br />
Company is based on the Company’s issued share capital at the time of passing of this Resolution<br />
after adjusting for:<br />
(i) new shares arising from the conversion or exercise of convertible securities;<br />
136<br />
137<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notice of <strong>Annual</strong> General Meeting<br />
Notice of <strong>Annual</strong> General Meeting<br />
(ii) new shares arising from the exercise of share options or vesting of share awards outstanding<br />
or subsisting at the time of the passing of this Resolution, provided the options or awards<br />
were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and<br />
(iii) any subsequent consolidation or subdivision of shares; and<br />
(III) (unless revoked or varied by the Company in general meeting) the authority conferred by this<br />
Resolution shall continue in force until the conclusion of the next <strong>Annual</strong> General Meeting of the<br />
Company or the date by which the next <strong>Annual</strong> General Meeting of the Company is required by<br />
law to be held, whichever is the earlier.<br />
(b) That the Board of Directors of the Company be and is hereby authorised to issue and allot from time to<br />
time such number of Shares as may be required to be issued pursuant to the exercise of options granted<br />
under the <strong>Parkway</strong> Share Option Scheme 2001 (“<strong>Parkway</strong> Scheme 2001”) and/or the vesting of awards<br />
under the <strong>Parkway</strong> Performance Share Plan (“Share Plan”) PROVIDED ALWAYS THAT the aggregate number<br />
of Shares to be issued and allotted pursuant to the <strong>Parkway</strong> Scheme 2001 and the Share Plan does not<br />
exceed fifteen per cent. of the total number of issued ordinary shares of the Company from time to time.<br />
(c)(I)That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50 of Singapore (the “Act”),<br />
the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire issued<br />
ordinary shares of the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit (as<br />
hereinafter defined), at such price or prices as may be determined by the Directors from time to time up<br />
to the Maximum Price (as hereinafter defined), whether by way of:-<br />
(i) on-market purchases (each an “On-Market Share Purchase”) on the SGX-ST; and/or<br />
(ii) off-market purchases (each an “Off-Market Share Purchase”) effected in accordance with<br />
any equal access scheme(s) as may be determined or formulated by the Directors as they may<br />
consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act;<br />
and othVerwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the<br />
time being be applicable, be and is hereby authorised and approved generally and unconditionally (the<br />
“Share Purchase Mandate”);<br />
(II)unless varied or revoked by the Company in general meeting, the authority conferred on the Directors<br />
pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to<br />
time during the period commencing from the date of the passing of this Resolution and expiring on the<br />
earlier of:-<br />
(a)<br />
in the case of an On-Market Share Purchase, 105% of the Average Closing Price; and<br />
(b) in the case of an Off-Market Share Purchase, 120% of the Average Closing Price,<br />
“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, stamp<br />
duties, commission, applicable goods and services tax and other related expenses) not exceeding:-<br />
where:-<br />
“Average Closing Price” means the average of the closing market prices of a Share over the last five (5)<br />
Market Days (“Market Day” being a day on which the SGX-ST is open for securities trading), on which<br />
transactions in the Shares were recorded, immediately preceding the date of making the On-Market<br />
Share Purchase or, as the case may be, the date of making an announcement for an offer pursuant to<br />
the Off-Market Share Purchase, and deemed to be adjusted for any corporate action that occurs after<br />
the relevant five (5) Market Days; and<br />
(IV)the Directors of the Company and/or each of them be and are hereby authorised to complete and do<br />
all such acts and things as they and/or he may consider necessary, desirable, expedient, incidental or in<br />
the interests of the Company to give effect to the transactions contemplated and/or authorised by this<br />
Resolution.<br />
8. To transact any other business which may normally be dealt with at an <strong>Annual</strong> General Meeting.<br />
Books Closure & Dividend Payment Date<br />
The Share Transfer Books and Register of Members of the Company will be closed on 23 April 2007 to determine<br />
Members’ entitlements to the final dividend of 5.5 cents less tax.<br />
Duly completed registrable transfers in respect of shares in the Company received up to the close of business at<br />
5:00 pm on 20 April 2007 by the Company’s Share Registrar, M & C Services Private Limited of 138 Robinson Road<br />
#17-00, The Corporate Office, Singapore 068906, will be registered to determine Members’ entitlements to such<br />
dividend. Members whose Securities Accounts with the Central Depository (Pte) Ltd are credited with shares in the<br />
Company as at 5:00 pm on 20 April 2007 will be entitled to such proposed dividend.<br />
The proposed final dividend, if approved at the Thirty-Fourth <strong>Annual</strong> General Meeting, will be paid on 2 May<br />
2007.<br />
(i) the date on which the next <strong>Annual</strong> General Meeting of the Company is held; or<br />
(ii) the date by which the next <strong>Annual</strong> General Meeting of the Company is required by law to be held;<br />
or<br />
(iii) the date on which the purchase of Shares by the Company pursuant to the Share Purchase Mandate<br />
is carried out to the full extent mandated;<br />
(III)in this Resolution:-<br />
“Prescribed Limit” means ten per cent. (10%) of the total number of issued ordinary shares of the<br />
Company as at the date of the passing of this Resolution; and<br />
By Order of the Board<br />
June Tay Kwok Fung<br />
Ho Li Li<br />
Company Secretaries<br />
Singapore, 23 March 2007<br />
138<br />
139<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
Notice of <strong>Annual</strong> General Meeting<br />
Notes:<br />
1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxy to<br />
attend and vote instead of him save that no such limit shall be imposed on the number of proxies appointed<br />
by members which are nominee companies. A proxy need not be a member of the Company.<br />
PARKWAY HOLDINGS LIMITED<br />
(Incorporated in the Republic of Singapore)<br />
(Co. Reg. No. 197400320R)<br />
PROXY FORM<br />
IMPORTANT<br />
For investors who have used their CPF monies to buy the shares of <strong>Parkway</strong><br />
Holdings Limited, this <strong>Annual</strong> <strong>Report</strong> is sent to them at the request of their<br />
CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. This<br />
Proxy Form is not valid for use by CPF investors and shall be ineffective for<br />
all intents and purposes if used or purported to be used by them.<br />
2. Where a member appoints more than one proxy, the Company may treat the appointments as invalid unless<br />
the member specifies the proportion of his shareholding (expressed as a percentage of the whole) to be<br />
represented by each proxy.<br />
3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at No.<br />
1 Grange Road #11-01, Orchard Building, Singapore 239693 not less than 48 hours before the time appointed<br />
for the <strong>Annual</strong> General Meeting.<br />
4. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly<br />
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must<br />
be executed either under its seal or under the hand of an officer or attorney duly authorised.<br />
5. Mr. Chang See Hiang and Mr Ho Kian Guan if re-elected, will remain as independent members of the Audit<br />
Committee.<br />
Explanatory Notes on special business to be transacted<br />
6. (a) The ordinary resolution proposed in item 7 (a) above, if passed, will empower the Board of Directors of<br />
the Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, to issue shares<br />
in the Company up to an amount not exceeding in total fifty per cent. (50%) of the issued shares of the<br />
Company for the time being for such purposes as they consider would be in the interest of the Company.<br />
This authority will, unless revoked or varied at a general meeting, expire at the next <strong>Annual</strong> General<br />
Meeting of the Company.<br />
(b) The ordinary resolution proposed in item 7 (b) above, if passed, will enable the Board of Directors of the<br />
Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, to issue shares in<br />
the Company up to an amount not exceeding in total fifteen per cent. (15%) of the issued shares of the<br />
Company for the time being pursuant to the exercise of the options under the <strong>Parkway</strong> Scheme 2001<br />
and/or the vesting of awards under the Share Plan. This authority will, unless revoked or varied at a general<br />
meeting, expire at the next <strong>Annual</strong> General Meeting of the Company.<br />
(c) The ordinary resolution proposed in item 7 (c) above, if passed, will enable the Board of Directors of<br />
the Company, from the date of the above Meeting until the next <strong>Annual</strong> General Meeting, or the date<br />
by which the next <strong>Annual</strong> General Meeting is required by law to be held, or the date on which the<br />
purchase of shares by the Company pursuant to the Share Purchase Mandate is carried out to the full<br />
extent mandated, whichever is earlier, to purchase ordinary shares of the Company by way of on-market<br />
purchases or off-market purchases of up to ten per cent. (10%) of the issued shares of the Company at<br />
the Maximum Price. The Company intends to use internal sources of funds or external borrowings, or a<br />
combination of internal resources and external borrowings to finance its purchase of Shares pursuant to<br />
the Share Purchase Mandate. The amount of funding required for the Company to purchase or acquire its<br />
Shares and the financial impact on the Company and the Group arising from purchases of Shares cannot<br />
be ascertained as at the date of this Notice as these will depend on, inter alia, the aggregate number<br />
of Shares purchased or acquired, the consideration paid at the relevant time and the amount (if any)<br />
borrowed by the Company to fund the purchase. The rationale for, the authority and the limitation on,<br />
and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share<br />
Purchase Mandate on the audited financial statements of the Group and the Company for the financial<br />
year ended 31 December <strong>2006</strong> (for illustrative purposes only) are set out in greater detail in the Appendix<br />
to the Notice of <strong>Annual</strong> General Meeting.<br />
I/We,<br />
of<br />
being a Member(s) of <strong>Parkway</strong> Holdings Limited hereby appoint<br />
of<br />
or failing him,<br />
of<br />
as my / our proxy to attend and to vote for me / us on my / our behalf and, if necessary, to demand a poll at the<br />
Thirty-Fourth <strong>Annual</strong> General Meeting of the said Company to be held at The Lecture Theatre, Level 3, Gleneagles<br />
Hospital, 6A Napier Road, Singapore 258500 on Thursday, 12 April 2007 at 11.00 am and at any adjournment<br />
thereof.<br />
NO. RESOLUTIONS BY SHOW OF HANDS BY POLL<br />
1 Adoption of Directors’ <strong>Report</strong>, Audited Accounts and<br />
Auditors’ <strong>Report</strong>.<br />
2 Declaration of Final Dividend of 5.5 cents less tax.<br />
3 Re-election of Director under Article 83<br />
a. Mr Ranvir Dewan<br />
b. Mr Steven Joseph Schneider<br />
4 Re-election of Director under Article 97<br />
a. Dr. Lim Cheok Peng<br />
b. Mr. Chang See Hiang<br />
c. Mr. Ho Kian Guan<br />
5 Approval of Directors’ fees for <strong>2006</strong>.<br />
6 Appointment of Auditors and fixing of their remuneration.<br />
7 Special Businesses:<br />
a. Authority to issue and allot shares pursuant to Section<br />
161 of the Companies Act, Cap.50.<br />
b. Authority to issue and allot shares pursuant to the exercise<br />
of options under the <strong>Parkway</strong> Share Option Scheme<br />
2001 and the vesting of awards under the <strong>Parkway</strong><br />
Performance Share Plan<br />
c. Approval of the renewal of the Share Purchase Mandate.<br />
8 Any Other Business.<br />
For*<br />
Against*<br />
No. of<br />
Votes For**<br />
* Please indicate your vote “For” or “Against” with a “¸” within the box provided.<br />
** If you wish to exercise all your votes “For” or “Against”, please indicate with a “¸” within the box provided.<br />
Alternatively, please indicate the number of votes “For” or “Against” each resolution within the box provided.<br />
No. of Votes<br />
Against**<br />
If the Form of Proxy contains no indication as to how the proxy should vote in relation to each resolution, the proxy will vote or abstain as the<br />
proxy deems fit.<br />
As witness my/our hand(s)<br />
Dated this day of 2007<br />
140<br />
(Signature or Common Seal of Member)<br />
Total number of Shares in<br />
CDP Register<br />
Register of Members<br />
Number of Shares<br />
PARKWAY HOLDINGS LIMITED<br />
ANNUAL REPORT <strong>2006</strong>
PROXY FORM<br />
Notes:<br />
1. Please insert the total number of Shares held by you. If you only have Shares entered against your name in<br />
the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that<br />
number of Shares. If you only have Shares registered in your name in the Register of Members, you should<br />
insert that number of Shares. If you have Shares entered against your name in the Depository Register and<br />
Shares registered in your name in the Register of Members, you should insert the aggregate number of<br />
Shares entered against your name in the Depository Register and registered in your name in the Register of<br />
Members. If no number is inserted, this instrument of Proxy will be deemed to relate to all the Shares held by<br />
you.<br />
2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two<br />
proxies to attend and vote instead of him save that no such limit shall be imposed on the number of proxies<br />
appointed by members which are nominee companies. A proxy need not be a member of the Company.<br />
3. Where a member appoints more than one proxy, the Company may treat the appointments as invalid unless<br />
the member specifies the proportion of his shareholding (expressed as a percentage of the whole) to be<br />
represented by each proxy.<br />
4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company<br />
at No. 1 Grange Road #11-01, Orchard Building, Singapore 239693 not less than 48 hours before the time<br />
appointed for the <strong>Annual</strong> General Meeting.<br />
5. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney<br />
duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation,<br />
it must be executed either under its seal or under the hand of an officer or attorney duly authorised.<br />
6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the<br />
power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration<br />
with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as<br />
invalid.<br />
7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete,<br />
improperly completed or illegible or where the true intentions of the appointer are not ascertainable from<br />
the instructions of the appointer specified in the instrument appointing a proxy or proxies. In addition, in<br />
the case of members whose Shares are entered against their names in the Depository Register, the Company<br />
may reject any instrument appointing a proxy or proxies lodged if such member is not shown to have Shares<br />
entered against his/its name in the Depository Register 48 hours before the time appointed for holding the<br />
<strong>Annual</strong> General Meeting as certified by The Central Depository (Pte) Limited to the Company.<br />
8. A corporation which is a member may authorise by resolution of its directors or other governing body such<br />
person as it thinks fit to act as its representative at the <strong>Annual</strong> General Meeting in accordance with Section<br />
179 of the Companies Act, Cap. 50. The representative attending the meeting must produce evidence of his<br />
authority.<br />
PARKWAY HOLDINGS LIMITED