Annual Report 2012 - singapore land limited
Annual Report 2012 - singapore land limited
Annual Report 2012 - singapore land limited
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ANNUAL REPORT <strong>2012</strong>
CONTENTS<br />
1 Group Financial Highlights<br />
2 Chairman’s Statement<br />
4 Board of Directors<br />
8 Corporate Governance <strong>Report</strong><br />
20 Corporate Data<br />
21 Management Review<br />
29 Human Resource<br />
30 Property Activities Summary<br />
33 Financial <strong>Report</strong><br />
97 Five Year Summary<br />
99 Statistics of Shareholdings<br />
102 Notice of <strong>Annual</strong> General Meeting<br />
107 Proxy Form Artist’s impression of Mon Jervois (cover and above picture)
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
1<br />
GROUP FINANCIAL HIGHLIGHTS<br />
($’million) 2008 2009 2010 2011 <strong>2012</strong><br />
(restated) (restated) (restated) (restated)<br />
Revenue 355 397 527 615 581<br />
Net profi t from operations 146 213 205 215 219<br />
Net fair value (loss)/gain on investment properties (335) (592) 562 139 188<br />
Attributable (loss)/profi t (190) (379) 767 354 407<br />
Total assets 5,729 5,134 5,673 6,032 6,446<br />
Shareholders’ equity 4,306 3,844 4,526 4,809 5,122<br />
REVENUE<br />
ATTRIBUTABLE (LOSS)/PROFIT<br />
($’million)<br />
($’million)<br />
767<br />
615<br />
581<br />
397<br />
527<br />
407<br />
355<br />
354<br />
(190) (379)<br />
2008 2009 2010 2011 <strong>2012</strong> 2008 2009 2010 2011 <strong>2012</strong><br />
TOTAL ASSETS<br />
SHAREHOLDERS’ EQUITY<br />
($’million)<br />
($’million)<br />
5,122<br />
6,446<br />
4,809<br />
5,729<br />
5,673<br />
6,032<br />
4,306<br />
3,844<br />
4,526<br />
5,134<br />
2008 2009 2010 2011 <strong>2012</strong> 2008 2009 2010 2011 <strong>2012</strong><br />
Certain prior years’ fi gures have been restated following the adoption of Financial <strong>Report</strong>ing Standard 12- Deferred Tax:<br />
Recovery of Underlying Assets.
2<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CHAIRMAN’S STATEMENT<br />
<strong>2012</strong> OVERVIEW<br />
With the continued uncertainties in the global economy,<br />
Singapore’s GDP grew at 1.3% in <strong>2012</strong>. The slower than<br />
expected growth was due to the weak US recovery and<br />
the eurozone crisis.<br />
Notwithstanding the weak global sentiments, the offi ce<br />
market showed some resilience and recorded smaller<br />
decline in offi ce rents. The residential market was buoyant<br />
in <strong>2012</strong> with pent up demand, high liquidity and low<br />
interest rates leading to record sales volume.<br />
PERFORMANCE REVIEW AND DIVIDEND<br />
The Group’s revenue for the fi nancial year <strong>2012</strong> was<br />
$580.6 million, 6% lower than the $615.3 million achieved<br />
in 2011. The weaker performance was attributed to lower<br />
contribution from Pan Pacifi c Singapore which was closed<br />
for renovation from April to August <strong>2012</strong>. Revenue from<br />
Pan Pacifi c Singapore decreased by $55.8 million (46%)<br />
to $65.5 million. However, sales of trading properties<br />
improved by $19.0 million (8%) to reach $269.7 million<br />
due to revenue recognition of The Excellency (Chengdu)<br />
residential property project, which was completed in<br />
June <strong>2012</strong>, and continued progressive revenue from The<br />
Trizon, completed in May <strong>2012</strong>, at a lower amount. Gross<br />
rental income from the Group’s commercial buildings<br />
remained stable, coming in at $236.8 million, compared<br />
to $237.0 million in the previous year.<br />
Despite the lower revenue, net profi t from operations<br />
increased marginally by $3.9 million (2%) to $218.6<br />
million due mainly to the higher profi t margin of trading<br />
property sales.<br />
Based on valuation by professional valuers at the end<br />
of the year, the fair value gain on investment properties<br />
for <strong>2012</strong> amounted to $188.5 million compared to<br />
$138.8 million in 2011, as capital values increased by 4%.<br />
Consequently, the Group’s net profi t for the fi nancial year<br />
under review amounted to $407.1 million, 15% higher than<br />
the year before.<br />
Upon adoption of the amendment to the Financial<br />
<strong>Report</strong>ing Standard 12 which came into effect on<br />
1 January <strong>2012</strong>, the Group’s deferred income tax provision<br />
of $434.4 million as at 31 December 2011 was no longer<br />
required and was therefore written back retrospectively.<br />
Consequently, the net attributable profi t for 2011 was<br />
restated to $353.6 million, an increase of $22.9 million.<br />
Net asset value increased by $0.76 to $12.42 per share<br />
in <strong>2012</strong>.<br />
The Board recommends a fi rst and fi nal tax-exempt (onetier)<br />
dividend of 20.0 cents (2011: 20.0 cents) per share in<br />
respect of the fi nancial year ended 31 December <strong>2012</strong>.<br />
The total dividend to be paid out amounts to $82.5 million<br />
(2011: $ 82.5 million).<br />
SINGAPORE OFFICE AND RETAIL<br />
PROPERTIES, HOTELS<br />
During the year, the Group’s offi ce buildings, Singapore<br />
Land Tower, Clifford Centre, SGX Centre, The Gateway,<br />
Abacus Plaza and Tampines Plaza, achieved an average<br />
occupancy of 98%. Gross rental income improved to<br />
$163 million compared to $161.7 million achieved in 2011.<br />
The Marina Square Shopping Mall continued to attract<br />
major international brands. It won the “Best Retail Event<br />
<strong>2012</strong>” award given by the Singapore Retailers Association<br />
for its 3-Dimensional Balloon Sculpture.<br />
Marina Square hotels, Marina Mandarin Singapore and<br />
Mandarin Oriental Singapore benefi ted from the increased<br />
tourist arrivals into Singapore and recorded strong<br />
occupancies and rate growth. The Pan Pacifi c Singapore<br />
underwent a multi-million dollar transformation and was
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
3<br />
re-opened in September <strong>2012</strong>. The renovated hotel with a<br />
spectacular lobby, more luxurious guest rooms and new<br />
restaurants will be well placed to reposition itself as the<br />
premier hotel of choice for discerning business and leisure<br />
guests in the Marina Bay hub.<br />
West Mall which is strategically connected to the Bukit<br />
Batok MRT station continued to be a vibrant destination<br />
for shopping and dining, catering to a wide catchment<br />
of residents living in the West. During the year, the<br />
Mall achieved 99% occupancy rate and visitor traffi c of<br />
more than 12 million. Rental revenue increased by 2% to<br />
$31.1 million.<br />
Novena Square in which the Group owns a 20% interest<br />
continued to strengthen its brand image as a sports cum<br />
lifestyle shopping and dining destination. Several new<br />
innovative sports events were successfully organised,<br />
creating buzz and drawing strong shopper traffi c.<br />
During the year, the development, including Velocity@<br />
Novena Square as well as offi ce Towers A and B, enjoyed<br />
99% occupancy.<br />
SINGAPORE RESIDENTIAL PROJECTS<br />
During the year, the Group acquired three prime residential<br />
sites through public tenders at Jervois Road, Farrer Drive<br />
and Alexandra Road. The three sites are close to Orchard<br />
Road and the Central Business District and enjoy easy<br />
access to amenities such as top schools and MRT stations.<br />
In addition, the Group jointly acquired a site at Bright<br />
Hill Drive off Upper Thomson Road, with UOL Group on a<br />
50:50 basis. This site is located very close to a designated<br />
MRT station. All four sites are expected to be launched for<br />
sale in 2013.<br />
Archipelago, our 50:50 joint venture with UOL Group,<br />
was fully sold as at end December <strong>2012</strong>. Located in<br />
Bedok Reservoir Road and close to Bedok Reservoir, the<br />
development comprises 553 apartments and 24 stratahouses.<br />
TOP is expected to be obtained in 2016.<br />
The Trizon, our freehold condominium in Mount Sinai,<br />
obtained the Certifi cate of Statutory Completion in<br />
November <strong>2012</strong>. The 289-unit project is 94% sold as at<br />
the end of January 2013.<br />
OVERSEAS INVESTMENTS<br />
The Group’s wholly-owned project in China, The<br />
Excellency, in Chengdu, Sichuan province was completed<br />
in the second quarter of <strong>2012</strong>. The development comprises<br />
two 51-storey residential blocks and 3,300 square metres<br />
of retail space. 74% of the residential units had been sold<br />
as at end December <strong>2012</strong>.<br />
In Shanghai, construction of the Shanghai Chang Feng<br />
project is expected to commence in the second quarter<br />
of 2013. The project is jointly developed by a consortium<br />
comprising Sing<strong>land</strong> China Holdings Pte. Ltd. (a whollyowned<br />
subsidiary), UOL Capital Investments Pte. Ltd.<br />
(a subsidiary of UOL Group Limited) and Peak Star Pte. Ltd.<br />
(a subsidiary of Kheng Leong Company (Private) Limited)<br />
with shareholdings of 30%, 40% and 30% respectively.<br />
The mixed development project comprises 398 residential<br />
units and 8,000 square metre retail component.<br />
The Beijing Landmark Towers, a mixed-use development,<br />
in which the Group holds a 19.95% stake, was able to<br />
register high occupancy rates for its hotel, apartments<br />
and offi ces despite stiff competition. For the year ended<br />
December <strong>2012</strong>, the Group received $2.1 million of<br />
dividend from this investment.<br />
OUTLOOK FOR 2013<br />
The Singapore GDP is forecast to grow at a slow pace<br />
of 1% to 3% in 2013. With substantial offi ce space in<br />
newly completed buildings not fully leased yet, rentals will<br />
be impacted.<br />
In January 2013, the Government implemented another<br />
round of cooling measures to moderate escalating housing<br />
prices. The new measure is likely to reduce transaction<br />
volume. However price correction would be moderated<br />
by low interest rate and high employment.<br />
With higher operating costs arising from the tight labour<br />
market coupled with cautious sentiment over the global<br />
economy, retail rental is likely to remain subdued. The<br />
hotel industry is expected to register moderate growth as<br />
visitor arrivals is expected to grow at a slower pace in 2013.<br />
Increased operating costs due to the tight labour market<br />
will remain the biggest challenge for the hotel industry.<br />
ACKNOWLEDGEMENT<br />
On behalf of the Board of Directors, I would like to thank<br />
shareholders, business partners, customers and tenants<br />
for their support during the year. I would also like to<br />
express my appreciation to the staff and management<br />
for their commitment and hard work without which the<br />
Group’s success would not have been possible.<br />
The Board would like to thank Mr Alvin Yeo for serving as<br />
interim Chairman of the Audit Committee. Mr Yang Soo<br />
Suan, an Independent Director, was appointed as the<br />
Chairman of the Audit Committee on 2 January 2013.<br />
Finally I would like to thank members of the Board for their<br />
guidance and wise counsel.<br />
Wee Cho Yaw<br />
February 2013
4<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
BOARD OF DIRECTORS<br />
WEE CHO YAW<br />
JOHN GOKONGWEI, JR.<br />
WEE CHO YAW<br />
Chairman<br />
Dr Wee Cho Yaw was appointed a Director and Deputy<br />
Chairman of Singapore Land Limited (“SingLand”) in 1992.<br />
He became the Chairman of SingLand with effect from 16<br />
January 1996. He has more than 50 years of experience<br />
in the banking industry. He is the Chairman of the United<br />
Overseas Bank Limited, Far Eastern Bank Ltd, United<br />
Overseas Insurance Ltd, United International Securities<br />
Ltd, UOL Group Limited, Haw Par Corporation Limited,<br />
Pan Pacifi c Hotels Group Limited, United Industrial<br />
Corporation Limited and Marina Centre Holdings Private<br />
Limited. He is also the Chairman of the Wee Foundation.<br />
Dr Wee received Chinese high school education. He is<br />
the Honorary President of the Singapore Federation of<br />
Chinese Clan Associations, Singapore Chinese Chamber<br />
of Commerce and Industry and Singapore Hokkien Huay<br />
Kuan. He was appointed Pro-Chancellor of Nanyang<br />
Technological University in 2004 and was conferred<br />
Honorary Doctor of Letters by the National University of<br />
Singapore in 2008.<br />
Dr Wee was conferred the Businessman Of The Year award<br />
twice at the Singapore Business Awards in 2001 and 1990.<br />
In 2006, he received the inaugural Credit Suisse-Ernst &<br />
Young Lifetime Achievement Award for his outstanding<br />
achievements in the Singapore business community. In<br />
2009, he was conferred the Lifetime Achievement Award<br />
by The Asian Banker.<br />
In 2011, Dr Wee was awarded the Distinguished Service<br />
Order, the highest National Day award, by the Government<br />
for his contributions towards the community and education<br />
in Singapore.<br />
JOHN GOKONGWEI, JR.<br />
Deputy Chairman<br />
Dr John Gokongwei, Jr. was appointed a Director and<br />
Deputy Chairman of SingLand in 1999. As of January 2002,<br />
he is the Chairman Emeritus of JG Summit Holdings, Inc.,<br />
a company incorporated in the Philippines and listed on<br />
the Philippines Stock Exchange Inc., since its formation in<br />
1990. He is also a Director and Deputy Chairman of United<br />
Industrial Corporation Limited, Director of Marina Centre<br />
Holdings Private Limited, Universal Robina Corporation,<br />
Robinsons Land Corporation, Oriental Petroleum and<br />
Minerals Corporation and Anscor Phils.<br />
Dr Gokongwei received a Master in Business Administration<br />
from the De la Salle University in the Philippines, and<br />
attended the Advanced Management Program at Harvard<br />
University, Boston, Massachusetts, USA.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
5<br />
JAMES L. GO<br />
LIM HOCK SAN<br />
GWEE LIAN KHENG<br />
JAMES L. GO<br />
Mr James L. Go was appointed a Director of SingLand in<br />
1999. He is the Chairman and Chief Executive Offi cer of<br />
JG Summit Holdings, Inc., Robinsons, Inc. and Oriental<br />
Petroleum and Minerals Corporation. He is the Chairman<br />
of Universal Robina Corporation, Robinsons Land<br />
Corporation and JG Summit Petrochemical Corporation.<br />
He is also the President and a Trustee of the Gokongwei<br />
Brothers Foundation, Inc. He also sits as a director of<br />
Cebu Air, Inc., United Industrial Corporation Limited,<br />
Marina Centre Holdings Private Limited and Hotel Marina<br />
City Private Limited. He was elected as a director of the<br />
Philippine Long Distance Telephone Company (PLDT)<br />
on November 3, 2011 and was appointed a member of<br />
PLDT’s Technology Strategy Committee.<br />
Mr Go graduated with a Bachelor of Science and Master<br />
of Science, Chemical Engineering from Massachusetts<br />
Institute of Technology, USA.<br />
LIM HOCK SAN<br />
President and CEO<br />
Mr Lim Hock San, the President and Chief Executive<br />
Offi cer, was appointed a Director of SingLand in 1992. Mr<br />
Lim is also the President and Chief Executive Offi cer of<br />
United Industrial Corporation Limited and the Chairman<br />
of the National Council On Problem Gambling.<br />
Mr Lim graduated with a Bachelor of Accountancy from<br />
the University of Singapore. He obtained a Master of<br />
Science in Management from the Massachusetts Institute<br />
of Technology, and attended the Advanced Management<br />
Program at Harvard Business School. He is a Fellow of<br />
the Chartered Institute of Management Accountants (UK)<br />
and a Fellow and past President of the Institute of Certifi ed<br />
Public Accountants of Singapore.<br />
GWEE LIAN KHENG<br />
Mr Gwee Lian Kheng was appointed a Director of SingLand<br />
in 1999. He is the Group Chief Executive of UOL and its<br />
listed subsidiary Pan Pacifi c Hotels Group Limited. Mr<br />
Gwee has been with the UOL Group since 1973. He also<br />
sits on the board of United Industrial Corporation Limited.<br />
Mr Gwee graduated with a Bachelor degree in<br />
Accountancy (Honours) from the University of Singapore.<br />
He is a Fellow Member of the Chartered Institute of<br />
Management Accountants, Association of Chartered<br />
Certifi ed Accountants and the Institute of Certifi ed Public<br />
Accountants of Singapore.
6<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
BOARD OF DIRECTORS<br />
HWANG SOO JIN<br />
YANG SOO SUAN<br />
ALVIN YEO KHIRN HAI<br />
HWANG SOO JIN<br />
Mr Hwang Soo Jin was appointed a Director of SingLand<br />
in January 2003 and is currently the Chairman of the<br />
Nominating Committee. He is a Chartered Insurer qualifi ed<br />
in the United Kingdom, and has more than 50 years’<br />
business experience.<br />
Mr Hwang is currently the Chairman Emeritus and Director<br />
of Singapore Reinsurance Corporation Ltd and also sits on<br />
the boards of directors of United Overseas Insurance Ltd,<br />
Haw Par Corporation Ltd and United Industrial Corporation<br />
Limited, among others. He is the former Chairman of<br />
Singapore Reinsurance Corporation Ltd.<br />
Mr Hwang is an Associate of the Chartered Insurance<br />
Institute, United Kingdom.<br />
ALVIN YEO KHIRN HAI<br />
Mr Alvin Yeo Khirn Hai was appointed a Director of<br />
SingLand in 2002 and is currently the Chairman of the<br />
Remuneration Committee. He is a lawyer in private practice<br />
and the Senior Partner of WongPartnership LLP. Mr Yeo<br />
was appointed Senior Counsel of the Supreme Court of<br />
Singapore in January 2000. He is the Chairman of the Audit<br />
Committee of the Law Society of Singapore, and a member<br />
of the Appeals Advisory Panel of the Monetary Authority of<br />
Singapore, the Singapore International Arbitration Centre’s<br />
Council of Advisors, and a Fellow of the Singapore Institute<br />
of Arbitrators. He is also a Director of United Industrial<br />
Corporation Limited and Keppel Corporation Ltd. Mr Yeo<br />
is a Member of Parliament.<br />
Mr Yeo graduated with a Bachelor of Laws (Honours) from<br />
King’s College, University of London, and is a Barrister-at-<br />
Law (Gray’s Inn).<br />
YANG SOO SUAN<br />
Mr Yang Soo Suan was appointed a Director of SingLand<br />
on 27 April <strong>2012</strong> and is currently the Chairman of the Audit<br />
Committee. He is an architect by training and has more<br />
than 48 years of professional practice experience.<br />
He is a Director of United Overseas Insurance Limited and<br />
United International Securities Ltd. He is a Life Fellow of<br />
the Singapore Institute of Architects, a Fellow Member<br />
of the Singapore Society of Project Managers, and a<br />
member of the Singapore Institute of Directors. He is the<br />
former Chairman of Architects 61 Pte Ltd and National Fire<br />
Prevention Council. He is also the former board member<br />
of the Housing and Development Board and the Board of<br />
Architects, a former President of the Singapore Institute of<br />
Architects and currently a member of the Appeals Board<br />
(Land Acquisition).<br />
Mr Yang holds a Bachelor of Architecture (Honours) in<br />
Design, Town Planning and Building (1961) from Melbourne<br />
University, Australia and was awarded the Bintang Bakti<br />
Masyarakat (Public Service Star, Singapore) in 1996.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
7<br />
WEE EE LIM<br />
ROBERTO R. ROMULO<br />
LANCE Y. GOKONGWEI<br />
ROBERTO R. ROMULO<br />
Mr Roberto R. Romulo was appointed a Director<br />
of SingLand in January 2003. He is the Chairman of<br />
Chartis Philippines Insurance Inc. (formerly AIU Insurance<br />
(Philippines) Company, Inc.), PETNET, Inc, Medilink<br />
Network Inc., and Romulo Asia Pacifi c Advisory. He is<br />
a board member of A. Soriano Corporation, Equicom<br />
Savings Bank, Philippine Long Distance Telephone Co<br />
and MIH Ltd. (South Africa). He was a board member of<br />
United Industrial Corporation Limited from January 2003<br />
to April 2010. He is a Member of the Board of Counselors<br />
of McLarty Associates (formerly Kissinger McLarty<br />
Associates).<br />
He is also the Chairman of several non-profi t organizations<br />
namely Zuellig Family Foundation, Carlos P. Romulo<br />
Foundation for Peace and Development, Foundation for<br />
Information Technology Education and Development and<br />
Asia Europe Foundation of the Philippines.<br />
Mr Romulo graduated with a Bachelor of Arts in Political<br />
Science from Georgetown University, Washington, D.C.<br />
and a Bachelor of Laws from Ateneo de Manila University.<br />
WEE EE LIM<br />
Mr Wee Ee Lim was appointed a Director of SingLand in<br />
1999. He is presently the President and Chief Executive<br />
Offi cer of Haw Par Corporation Limited. In addition, he sits<br />
on the board of directors of United Industrial Corporation<br />
Limited as well as UOL Group Limited, Pan Pacifi c Hotels<br />
Group Limited, Hua Han Bio-Pharmaceutical Holdings<br />
Limited (a company listed on the Hong Kong Stock<br />
Exchange) and Wee Foundation.<br />
Mr Wee graduated with a Bachelor of Arts (Economics)<br />
from Clark University, USA.<br />
LANCE Y. GOKONGWEI<br />
Mr Lance Y. Gokongwei was appointed a Director of<br />
SingLand in 1999. He is the President and Chief Operating<br />
Offi cer and a Director of JG Summit Holdings, Inc., Universal<br />
Robina Corporation and JG Summit Petrochemical<br />
Corporation. He is also the Vice Chairman and Deputy<br />
Chief Executive Offi cer of Robinsons Land Corporation.<br />
He is the President and Chief Executive Offi cer of Cebu<br />
Air, Inc. He is also the Chairman of Robinsons Bank, Vice<br />
Chairman of JG Summit Capital Markets Corporation and<br />
a Director of Oriental Petroleum and Minerals Corporation<br />
and United Industrial Corporation Limited. He is also<br />
a trustee, secretary and treasurer of the Gokongwei<br />
Brothers Foundation, Inc. He served as a Director of<br />
Digital Telecommunications Phils. Inc. from May 1994 up<br />
to October 2011.<br />
Mr Gokongwei graduated with a Bachelor of Science<br />
(Applied Science) from Pennsylvania Engineering School<br />
and a Bachelor of Science (Finance) from Wharton School,<br />
USA. He also attended the management and technology<br />
program at the University of Pennsylvania.
8<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CORPORATE GOVERNANCE REPORT<br />
The Company is committed to maintaining high standards of corporate governance and this report outlines the<br />
Company’s corporate governance practices with reference to the principles and guidelines of the Singapore Code of<br />
Corporate Governance (“Code”).<br />
BOARD MATTERS<br />
Board’s Conduct of its Affairs<br />
The principal functions of the Board are to: (a) provide entrepreneurial leadership, set strategic objectives and commitments,<br />
review recommendations of the Nominating Committee (“NC”), Remuneration Committee (“RC”) and Audit Committee<br />
(“AC”) and ensure that the necessary fi nancial and human resources are in place for the Company to meet its objectives;<br />
(b) establish a framework of prudent and effective controls which enables risk to be assessed and managed, including<br />
safeguarding of shareholders’ interest and the Company’s assets; (c) review the business results of the Company and<br />
monitor the performance of Management; (d) identify the key stakeholder groups and recognize that their perceptions<br />
affect the Company’s reputation; (e) set the Company’s values and standards (including ethical standards), and ensure<br />
that obligations to shareholders and other stakeholders are understood and met; (f) consider the sustainability issues,<br />
e.g. environmental and social factors, as part of its strategic formulation, and (g) assume responsibility for corporate<br />
governance.<br />
The Board delegates certain functions to the NC, RC and AC. Each committee has its own written terms of reference.<br />
The Board meets on a quarterly basis and as and when warranted by circumstances. Telephonic conferences at Board<br />
meetings are permitted by the Company’s Articles of Association (“Articles”). The number of Board and Board Committee<br />
meetings held in <strong>2012</strong>, as well as the attendance of each Board member at these meetings, are disclosed below:<br />
Attendance<br />
at 9 Audit<br />
Committee<br />
Meetings<br />
Attendance<br />
at 2<br />
Nominating<br />
Committee<br />
Meetings<br />
Attendance<br />
at 2<br />
Remuneration<br />
Committee<br />
Meetings<br />
Attendance<br />
at 4<br />
Name<br />
Board Meetings<br />
Wee Cho Yaw 4 n/a 2 2<br />
John Gokongwei, Jr. 4 n/a n/a n/a<br />
Lim Hock San 4 n/a n/a n/a<br />
James L. Go 4 9 2 2<br />
Lance Y. Gokongwei 4 n/a n/a n/a<br />
Gwee Lian Kheng 4 n/a n/a n/a<br />
Hwang Soo Jin 4 n/a 2 2<br />
Roberto R. Romulo 3 n/a 2 2<br />
Tan Boon Teik * 1 2 1 n/a<br />
Wee Ee Lim 4 n/a n/a n/a<br />
Alvin Yeo Khirn Hai ** 2 8 n/a 1<br />
Yang Soo Suan *** 2 5 1 n/a<br />
* Tan Boon Teik passed away on 10 March <strong>2012</strong><br />
** Alvin Yeo appointed as Chairman of AC from 19 March <strong>2012</strong> to 1 January 2013<br />
*** Yang Soo Suan appointed as Director, member of AC and NC on 27 April <strong>2012</strong> and Chairman of AC on 2 January 2013
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
9<br />
CORPORATE GOVERNANCE REPORT<br />
The Company has adopted internal guidelines and fi nancial authority limits structure setting forth matters that require<br />
Board approval. Under the guidelines, Board approval is required for material commitments and payments of operating<br />
and capital expenditure.<br />
A formal letter setting out the Director’s duties and obligations is provided to each Director upon his appointment. The<br />
Company funds training programmes for the Directors, and has an orientation programme for incoming Directors to<br />
familiarize them with the Company’s business and governance practices.<br />
BOARD’S COMPOSITION AND GUIDANCE<br />
The Board comprises eleven Directors, of whom four, namely, M/s Hwang Soo Jin, Roberto R. Romulo, Alvin Yeo Khirn<br />
Hai and Yang Soo Suan (appointed on 27 April <strong>2012</strong>) are considered independent directors. The independence of<br />
each Director is reviewed annually by the NC. Following the NC’s review, the Board is of the view that the independent<br />
directors make up at least one-third of the Board and that the current Board size is appropriate, taking into account<br />
the nature and scope of the Company’s operations. No individual or small group of individuals dominates the Board’s<br />
decision-making process.<br />
The Board consists of high calibre members with a wealth of knowledge, expertise and experience. As a group, the<br />
Directors contribute valuable direction and insight, drawing from their vast experience in matters relating to accounting,<br />
fi nance, legal, banking, business, management, property and general corporate matters. Brief description on the<br />
background of each Director is set out in the “Board of Directors” section of this <strong>Annual</strong> <strong>Report</strong>.<br />
CHAIRMAN AND CHIEF EXECUTIVE OFFICER<br />
To ensure an appropriate balance of power, increased accountability and a greater capacity of the Board for independent<br />
decision-making, the Company has a clear division of responsibilities at the top management level. Such division of<br />
responsibilities is established and agreed by the Board. The non-executive Chairman and the CEO have separate roles<br />
and they are not related to each other. The Chairman’s responsibilities include: (a) leading the Board; (b) setting the<br />
agenda and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues; (c)<br />
promoting a culture of openness and debate at the Board; (d) ensuring that the Directors receive complete, accurate and<br />
timely information; (e) ensuring effective communication with shareholders; (f) encouraging constructive relations within<br />
the Board and between the Board and Management; (g) facilitating the effective contribution of non-executive Directors<br />
in particular; and, (h) promoting high standards of corporate governance.
10<br />
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CORPORATE GOVERNANCE REPORT<br />
BOARD MEMBERSHIP<br />
Nominating Committee<br />
The NC comprises fi ve Directors, namely, M/s Hwang Soo Jin (Chairman), Wee Cho Yaw, James L. Go, Roberto R.<br />
Romulo and Yang Soo Suan (appointed on 27 April <strong>2012</strong>), of whom three, including the Chairman are independent.<br />
The main Terms of Reference of the NC are: (a) reviewing the Board’s succession plans for Directors, in particular, the<br />
Chairman and CEO; (b) developing the process for the evaluation of the performance of the Board, its Board Committees<br />
and Directors; (c) reviewing the training and professional development programmes for the Board; (d) recommending all<br />
new Board appointments and re-appointments to the Board; (e) reviewing skills required by the Board; (f) reviewing the<br />
size of the Board; (g) determining annually the independence of each Director, and ensuring that independent directors<br />
form one-third of the Board; (h) deciding whether a Director with multiple Board representations is able to and has<br />
been adequately carrying out his duties as a Director; (i) deciding how the performance of the Board, its Committees<br />
and Directors may be evaluated and proposing objective performance criteria to assess the effectiveness of the Board<br />
and Board Committees as a whole and the contribution of each Director; and (j) carrying out annual assessment of the<br />
effectiveness of the Board, its Board Committees and individual Directors.<br />
In the nomination and selection process for a new Director, the NC identifi es key attributes of an incoming Director based<br />
on the requirements of the Group and recommends to the Board the appointment of the new Director. The NC conducts<br />
a yearly review of the re-appointment of Directors. The Directors submit themselves for re-election on regular intervals<br />
of at least once every three years in accordance with the Articles. In its deliberations on the re-appointment of existing<br />
Directors, the NC takes into consideration the Director’s contribution and performance.<br />
Directors are given opportunities to attend courses and talks on corporate governance and other matters relevant to the<br />
business of the Company.<br />
The external auditor would brief the AC members of changes to the accounting standards and of issues which have a<br />
direct impact on fi nancial statements.<br />
The NC is also responsible for determining annually, the independence of Directors. The NC assessed M/s Hwang<br />
Soo Jin, Roberto R. Romulo, Alvin Yeo Khirn Hai and Yang Soo Suan to be independent directors as they have acted<br />
independently and objectively at all times in the interest of the Company and its shareholders. The NC scrutinised in<br />
particular the independence of Mr Alvin Yeo Khirn Hai (11 years), Mr Hwang Soo Jin (10 years) and Mr Roberto R. Romulo<br />
(10 years) who have served more than nine years each. The NC is satisfi ed that their long service has not compromised<br />
their ability to exercise independent business judgement.<br />
The NC further noted that Mr Alvin Yeo Khirn Hai is a partner of WongPartnership LLP, which has provided legal services<br />
to the Company and its subsidiaries for the year <strong>2012</strong>, for total fees of below $200,000. The NC was informed that Mr<br />
Yeo was not involved in providing the legal services and did not involve himself in the selection or appointment of legal<br />
counsel by the Company.<br />
The NC considered the multiple board representations of the Directors and is satisfi ed that notwithstanding their multiple<br />
directorships, each Director has been able to commit time and effort to the affairs of the Company. A Director who<br />
is unable to attend meetings in person may give his views, if any, in writing to the Chairman of the Board and/or<br />
Board Committee.
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11<br />
CORPORATE GOVERNANCE REPORT<br />
The Board is of the view, that as different companies have different complexities and directors have different capabilities,<br />
it is best to leave each Director to evaluate his own ability to commit time to the Company. For this reason, the Board has<br />
not prescribed the maximum number of directorships a Director may hold.<br />
The information on independent, executive and non-executive Directors, including the year of initial appointment, last reelection<br />
and membership on Board Committees is set out in the section of this <strong>Annual</strong> <strong>Report</strong> entitled “Corporate Data”.<br />
As alternate directors should be appointed only in exceptional cases and for <strong>limited</strong> periods only, Mr Patrick O. Ng<br />
(alternate director to Mr Lance Y. Gokongwei) and Mr Frederick D. Go (alternate director to Dr John Gokongwei, Jr.) have<br />
relinquished their roles with effect from 7 November <strong>2012</strong>.<br />
BOARD PERFORMANCE<br />
With the Board’s approval, the NC has adopted objective performance criteria for assessing the effectiveness of the<br />
Board as a whole, the Board Committees and individual directors. In evaluating the Board’s performance as a whole, the<br />
NC has adopted the quantitative indicators which include, return on equity, return on assets, economic value added, the<br />
Company’s share price performance over a fi ve year period vis-à-vis the Singapore Straits Times Index and a benchmark<br />
index of industry peers. In addition, the NC also takes into consideration the qualitative criteria of the effectiveness of the<br />
Board in monitoring Management’s performance and the success of Management in achieving strategic and budgetary<br />
objectives set by the Board.<br />
As part of the yearly assessment of contribution of each Director to the effectiveness of the Board, the Chairmen of<br />
the NC and the Board would assess whether each Director has contributed effectively and discharged their duties<br />
responsibly. The Board would then be informed of the results of the performance evaluation. The individual Director’s<br />
performance criteria is in relation to their industry knowledge and/or functional expertise, contribution and workload<br />
requirements, sense of independence and attendance at the Board and Board Committee meetings.<br />
A formal assessment of the effectiveness of the Board as a whole and the contribution by each individual Director to the<br />
effectiveness of the Board was duly carried out this year on the above basis.<br />
ACCESS TO INFORMATION<br />
To enable the Board to fulfi l its responsibilities, Directors are provided with complete, adequate and timely information<br />
prior to Board and Board Committee meetings and on an on-going basis.<br />
Management provides Directors with monthly management accounts. The Company Secretary attends all Board and<br />
Board Committee meetings and ensures good information fl ow within the Board and its Committees and between<br />
senior Management and non-executive Directors. The Directors have separate and independent access to the Company<br />
Secretary and senior Management.<br />
The Board takes independent professional advice as and when necessary to enable it to discharge its responsibilities<br />
effectively. Subject to the approval of the Chairman, the Directors may seek and obtain separate and independent<br />
professional advice to assist them in their duties.
12<br />
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CORPORATE GOVERNANCE REPORT<br />
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES<br />
Remuneration Committee<br />
There is a formal and transparent procedure for developing policies on executive remuneration and for fi xing the<br />
remuneration packages of individual Directors. The members of the RC are M/s Alvin Yeo Khirn Hai (Chairman), Wee<br />
Cho Yaw, James L. Go, Hwang Soo Jin and Roberto R. Romulo. The RC is made up of non-executive Directors, the<br />
majority of whom, including the Chairman are independent.<br />
The RC’s main Terms of Reference are: (a) reviewing the existing benefi t and remuneration systems, including the<br />
Performance or Variable Bonus Schemes and the Executive Share Option Scheme (“ESOS”) of its holding company,<br />
United Industrial Corporation Limited (“UIC”) and proposing any amendment/update, where appropriate, to the Board for<br />
approval; (b) approving the remuneration packages of the CEO and senior Management of the Group; (c) administering<br />
the UIC ESOS, which was approved and extended by shareholders on 18 May 2001 and 27 April 2011 respectively,<br />
including approving allocations of options to qualifying executives including executive Directors of the Company; and<br />
(d) recommending appropriate fees for Directors taking into account their services and contributions on the various<br />
Board Committees; (e) reviewing the Company’s obligations arising in the event of termination of executive director and<br />
key management personnel’s contract of service to ensure that the contracts of service contain fair and reasonable<br />
termination clauses that are not overly generous.<br />
For consideration on the appropriate remuneration for its Directors and key management personnel, the RC is guided by<br />
Key Performance Indicators (“KPIs”) of the Company which, includes profi tability and return on equity. The President’s/<br />
CEO’s remuneration is decided by the RC and the President/CEO is not present in the discussion.<br />
LEVEL AND MIX OF REMUNERATION<br />
In determining the remuneration of Directors and Senior Management, the RC will take into account the Company’s<br />
performance and the performance of Directors and Senior Management. The Board, with the RC’s input, periodically<br />
reviews the Company’s remuneration policy to ensure that it is in line with market practices and that the level and<br />
structure of remuneration is aligned with the long-term interest of the Company and is appropriate to attract, retain and<br />
motivate Directors and key management personnel.<br />
No member of the RC or any Director is involved in the deliberations in respect of any remuneration, compensation,<br />
options or any form of benefi ts to be granted to him.<br />
The Company’s remuneration packages for its key executives including the executive Director of the Company include<br />
share options granted under the UIC Share Option Scheme. Details of the UIC ESOS are set out in the Directors’ <strong>Report</strong><br />
section of UIC’s <strong>Annual</strong> <strong>Report</strong> under Share Options and can also be found on the website www.uic.com.sg. The<br />
non-executive Directors’ remuneration consist of directors’ fees and where applicable, additional fees for serving on<br />
Board Committees.<br />
To align remuneration with the Company’s performance and long term interest, the UIC share options are exercisable in<br />
accordance with the vesting schedule. In the event of a participant’s misconduct, the RC may treat the options as lapsed<br />
and null and void.<br />
There are no special service contracts offered by the Company.
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13<br />
CORPORATE GOVERNANCE REPORT<br />
Remuneration of Directors For The Year Ended 31 December <strong>2012</strong> is as follows:<br />
Remuneration Band and<br />
Name of Director<br />
$500,000 - $750,000<br />
Base/<br />
Fixed Salary<br />
Variable or<br />
Performance-<br />
Related Income/<br />
Bonuses<br />
Directors<br />
Fees<br />
Share Options<br />
Granted,<br />
Allowances and<br />
Other Benefits<br />
Lim Hock San @ 54% 34% n/a 12%<br />
Below $250,000<br />
Wee Cho Yaw n/a n/a 100% n/a<br />
John Gokongwei, Jr. n/a n/a 100% n/a<br />
James L. Go n/a n/a 100% n/a<br />
Lance Y. Gokongwei n/a n/a 100% n/a<br />
Gwee Lian Kheng n/a n/a 100% n/a<br />
Hwang Soo Jin n/a n/a 100% n/a<br />
Roberto R. Romulo n/a n/a 100% n/a<br />
Tan Boon Teik * n/a n/a 100% n/a<br />
Wee Ee Lim n/a n/a 100% n/a<br />
Alvin Yeo Khirn Hai n/a n/a 100% n/a<br />
Yang Soo Suan ** n/a n/a 100% n/a<br />
* passed away on 10 March <strong>2012</strong><br />
** appointed Director on 27 April <strong>2012</strong><br />
Remuneration of Key Executives (who are not also Directors) For The Year Ended 31 December <strong>2012</strong> is as follows:<br />
Remuneration Band and<br />
Name of Key Executive@<br />
$250,000 - $500,000<br />
Base/<br />
Fixed Salary<br />
Variable or<br />
Performance-<br />
Related Income/<br />
Bonuses<br />
Share Options Granted,<br />
Allowances and Other<br />
Benefits<br />
Michael Ng Seng Tat 66% 21% 13%<br />
Below $250,000<br />
Han Chan Juan 63% 15% 22%<br />
Loy Chee Chang 53% 13% 34%<br />
Goh Poh Leng 52% 15% 33%<br />
Susie Koh 59% 14% 27%<br />
@<br />
The remuneration of the executive director and key executives are apportioned between the Company and its holding company,<br />
UIC. Their duties and responsibilities cover both companies. The above remuneration band represents the quantum borne by<br />
the Company.<br />
No employee of the Company and its subsidiaries was an immediate family member of a Director or the CEO and whose<br />
remuneration exceeded $50,000 during the fi nancial year ended 31 December <strong>2012</strong>.
14<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CORPORATE GOVERNANCE REPORT<br />
INFORMATION ON KEY EXECUTIVES<br />
Michael Ng Seng Tat<br />
(Group General Manager)<br />
Mr Michael Ng Seng Tat was Managing Director of Savills Singapore before joining the Group in October 2010. His other<br />
previous appointments were Managing Director of Hamptons International; General Manager of the real estate arm of<br />
COSCO Singapore where he handled investment and development projects in Singapore and China; and Associate<br />
Director of investment sales at Richard Ellis. He was a member of the Strata Titles Board from 1999 to 2008.<br />
He holds a Bachelor of Science (Estate Management) Honours degree from National University of Singapore. Mr Michael<br />
Ng is in charge of property investments and development projects for the Group.<br />
Han Chan Juan<br />
(Senior General Manager, Asset Management)<br />
Mr Han Chan Juan qualifi ed as a chartered accountant in 1980 and is a member of the Institute of Chartered Accountants<br />
in Eng<strong>land</strong> and Wales and the Institute of Certifi ed Public Accountants of Singapore. Prior to joining the Group in 2009,<br />
he was Senior Vice President (Performance Management) of the Pan Pacifi c Hotels Group Limited. He has over 20 years<br />
of experience in fi nancial and asset management of hotels.<br />
Loy Chee Chang<br />
(Senior Financial Controller)<br />
Mr Loy Chee Chang graduated from the National University of Singapore in 1982 with a Bachelor of Accountancy degree<br />
and worked in Pricewaterhouse, Singapore as an auditor from 1982 to 1991. He joined UIC in 1991 as its Financial<br />
Controller. He is the Senior Financial Controller of both UIC and the Company.<br />
Goh Poh Leng<br />
(Senior General Manager, Marketing)<br />
Ms Goh Poh Leng graduated with a Bachelor of Science (Estate Management)(Honours) from the National University<br />
of Singapore in 1990 and subsequently obtained her Certifi ed Diploma in Accounting and Finance conducted by The<br />
Association of Chartered Certifi ed Accountants, UK. Prior to joining the Company, Ms Goh worked in an international<br />
property consultancy fi rm for two years. She joined in 1992 and held various positions until her appointment as Senior<br />
General Manager, Marketing in January 2010.<br />
Susie Koh<br />
(Company Secretary/Legal Manager)<br />
Mrs Susie Koh obtained her LLB. (Honours), University of London in 1976 and Barrister-at-Law (Gray’s Inn) in 1979. Mrs<br />
Koh was in private legal practice in Singapore as an Advocate & Solicitor from 1985. She became an in-house corporate<br />
lawyer and held the position of Company Secretary/General Manager (Legal) in Scotts Holding Ltd in 1991 until 1995<br />
when she joined Sembawang Corporation Ltd as Senior Vice President, Group Legal/Group Company Secretary. She<br />
was appointed Company Secretary and Legal Manager for both UIC and the Company in 2001. She is a member of the<br />
Singapore Academy of Law.
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15<br />
CORPORATE GOVERNANCE REPORT<br />
ACCOUNTABILITY AND AUDIT<br />
The Board provides shareholders with a balanced and understandable assessment of the Company’s performance,<br />
position and prospects on a quarterly basis via quarterly announcements of results and other ad hoc announcements as<br />
required by SGX-ST; and Management provides Directors with the management accounts on a monthly basis.<br />
AUDIT COMMITTEE<br />
The AC comprises three non-executive Directors, namely, M/s Yang Soo Suan (appointed member on 27 April <strong>2012</strong><br />
and Chairman on 2 January 2013), James L. Go and Alvin Yeo Khirn Hai, the majority of whom, including the Chairman,<br />
are independent.<br />
The Terms of Reference of the AC are to: (a) review with the external auditor the scope and results of the audit report<br />
and its cost effectiveness; (b) review the signifi cant fi nancial reporting issues and judgements made; (c) review the<br />
adequacy and effectiveness of the Company’s material internal controls and risk management; (d) the effectiveness of<br />
the internal audit function; (e) review the assistance given by the Company’s offi cers to the external and internal auditors;<br />
(f) commission investigations into and review fi ndings likely to have a material impact on the Group’s operating results<br />
or fi nancial position; (g) review interested person transactions; (h) meet with the external and internal auditors annually<br />
without the presence of Management; (i) review the independence of external auditors annually; and (j) decide and award<br />
major tender contracts.<br />
The AC has explicit authority to investigate any matter within its Terms of Reference, full access to and co-operation by<br />
Management and full discretion to invite any Director or executive Director to attend its meetings, and has reasonable<br />
resources to enable it to discharge its functions properly. Management has put in place, with the AC’s endorsement,<br />
arrangements by which staff of the Group may, in confi dence, raise concerns about possible improprieties in matters of<br />
fi nancial reporting or other matters. A whistle-blowing policy was implemented in February 2004.<br />
During the year, the AC held nine meetings. The announcements of the quarterly and full year results, and the fi nancial<br />
statements of the Group and the Auditor’s <strong>Report</strong> thereon for the full year were reviewed by the AC prior to consideration<br />
and approval of the Board. The AC has met with the external and internal auditors, without the presence of Management,<br />
at least once during the year. For the fi nancial year <strong>2012</strong>, the AC undertook a review of the fees and expenses of the<br />
audit and non-audit services provided by the external auditor, PricewaterhouseCoopers LLP. For details of fees payable<br />
in respect of audit and non-audit services, please refer to Note 7 to the Financial Statements. It assessed whether the<br />
nature and extent of the non-audit services might prejudice the independence and objectivity of the auditor before<br />
confi rming its re-nomination. The AC was satisfi ed that such services did not affect the independence of external auditor<br />
and that the external auditor has the requisite resources and expertise to do their work.<br />
The AC also reviewed the Company’s interested person transactions and the cost-effectiveness of the audit conducted<br />
by the external auditor.<br />
The Company confi rms that Rules 712 and 715 of the SGX-ST Listing Manual on the appointment of Auditors have been<br />
complied with. Please refer to Note 34 to the Financial Statements.
16<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CORPORATE GOVERNANCE REPORT<br />
INTERNAL CONTROLS<br />
The Group maintains a sound system of internal controls and risk management for ensuring proper accounting records<br />
and reliable fi nancial information as well as management of business risks with a view to safeguarding shareholders’<br />
investments and the Company’s assets.<br />
The Company has a Risk Management Committee to assist the AC and the Board to, inter alia, determine the Company’s<br />
level of risk tolerance and risk policies, oversee Management in the design, implementation and monitoring the risk<br />
management and internal control systems.<br />
Based on the internal controls established and maintained by the Company, work performed by the internal and external<br />
auditors, and reviews performed by management, the Audit Committee and the Board, the Board with the concurrence<br />
of the Audit Committee is satisfi ed with the adequacy of the Company’s internal controls, addressing the fi nancial,<br />
operational and compliance risks.<br />
The system of internal controls and risk management established by the Company provides reasonable assurance<br />
that the Company will not be materially affected by any event that can be reasonably foreseen. No system of internal<br />
controls and risk management can provide absolute assurance against the occurrence of material errors, fraud or<br />
other irregularities.<br />
INTERNAL AUDIT<br />
The Group maintains accountability through an internal audit function that is independent of the activities it audits. The<br />
internal audit team is guided by the Standards of Professional Practice of internal auditing set by the Institute of Internal<br />
Auditors, and it reports directly to the Chairman of the AC and, administratively, to the CEO.<br />
The Company’s internal auditors review the effectiveness of the Company’s material internal controls, including fi nancial,<br />
operational and compliance controls, and risk management. Any material non-compliance or failures in internal controls<br />
and recommendations for improvements are reported to the AC. The internal audit team has unrestricted access<br />
to all records, properties, functions and co-operation from Management and staff necessary to effectively discharge<br />
its responsibilities.
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17<br />
CORPORATE GOVERNANCE REPORT<br />
COMMUNICATION WITH SHAREHOLDERS<br />
The Board provides shareholders with a balanced and understandable assessment of the Company’s performance,<br />
position and prospects on a quarterly basis via quarterly announcement of results and other ad hoc announcements as<br />
required by SGX-ST.<br />
The Company continues to keep shareholders and analysts informed of its corporate activities on a timely, consistent<br />
and even-handed basis. The disclosures are made on an immediate basis as required under the Listing Manual of the<br />
SGX-ST or as soon as possible where immediate disclosure is not practicable. Briefi ngs and meetings with analysts are<br />
held upon request.<br />
In the interest of transparency and broad dissemination, material announcements are posted on the Company’s website<br />
at www.sing<strong>land</strong>.com.sg.<br />
To encourage shareholder participation, shareholders receive the <strong>Annual</strong> <strong>Report</strong> and notice of the <strong>Annual</strong> General<br />
Meeting (“AGM”). Notice of AGM is also advertised in the main press and issued via SGXNET. At the AGM and immediately<br />
thereafter, shareholders have the opportunity to communicate their views and discuss with Board members and<br />
Management matters affecting the Company. The Chairman of each Board Committee, namely, the AC, NC and RC, and<br />
the external auditor are present at the AGM to address shareholders’ queries, if any.<br />
To ensure transparency in the voting process and better refl ect shareholders’ interest, the Company will conduct<br />
electronic poll voting for shareholders/proxies present at the meeting for all the resolutions proposed at the AGM. Votes<br />
cast, for or against, on each resolution will be tallied and displayed “live-on-screen” to shareholders immediately at the<br />
AGM. The total number of votes cast for or against the resolutions will also be announced after the AGM via SGXNET.<br />
GREATER SHAREHOLDER PARTICIPATION<br />
The Company’s Articles allow a shareholder of the Company to appoint up to 2 proxies to attend and vote in his or her<br />
place at general meetings. The Company also allows CPF Investors to attend general meetings as observers.<br />
CODE ON SHARE DEALINGS<br />
The Company has adopted Rule 1207(19) of the SGX-ST Listing Manual with respect to dealings in the Company’s<br />
securities by its Directors and employees. Circulars are issued to all Directors and employees of the Company and its<br />
subsidiaries to remind them of, inter alia, laws of insider trading and the importance of not dealing in the shares of the<br />
Company and within the Group on short term consideration and during the “prohibitive periods”.
18<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CORPORATE GOVERNANCE REPORT<br />
INTERESTED PERSON TRANSACTIONS POLICIES<br />
The Company has adopted an internal policy in respect of any transaction with interested persons and has set out the<br />
procedures for review and approval of the Company’s interested person transaction.<br />
The Company’s disclosures according to Rule 907 of the SGX-ST Listing Manual in respect of interested person<br />
transactions (“IPT”) for the fi nancial year ended 31 December <strong>2012</strong> are set out as follows:<br />
Name of Interested Person<br />
Aggregate value of all IPT during<br />
the financial year under review<br />
(excluding transactions less<br />
than $100,000 and transactions<br />
conducted under shareholders’<br />
mandate pursuant to Rule 920 of<br />
the SGX-ST Listing Manual)<br />
S$’million<br />
Aggregate value of all IPT<br />
conducted under shareholders’<br />
mandate pursuant to Rule 920 of the<br />
SGX-ST Listing Manual (excluding<br />
transactions less than $100,000)<br />
S$’million<br />
United Industrial Corporation Limited<br />
Rental and service income from United<br />
Industrial Corporation Limited<br />
1.3 n/a<br />
UOL Venture Investments Pte. Ltd.<br />
Contribution of shareholder’s loan in United<br />
Venture Development (Bedok) Pte. Ltd. for the<br />
development of Archipelago<br />
21.1 n/a<br />
UOL Venture Investments Pte. Ltd.<br />
Contribution of shareholder’s loan and equity<br />
in UVD Pte. Ltd. for the development of<br />
residential site at Bright Hill Drive<br />
58.5 n/a<br />
The above IPT were conducted on normal commercial terms. The AC was also of the view that the risks and rewards of<br />
the aforementioned joint ventures were in proportion to the equity of each joint venture partner, and that the joint ventures<br />
were not prejudicial to the interests of the Company and its minority shareholders.
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19<br />
CORPORATE GOVERNANCE REPORT<br />
MATERIAL CONTRACTS<br />
There was no other material contracts of the Company or its subsidiaries involving the interests of the CEO, each Director<br />
or controlling shareholder, either still subsisting at the end of the fi nancial year or if not then subsisting entered into since<br />
the end of the previous fi nancial year except for:<br />
(a)<br />
the Company’s subsidiary, Sing<strong>land</strong> China Holdings Pte. Ltd.’s joint venture with UOL Capital Investments Pte.<br />
Ltd. and Peak Star Pte. Ltd., subsidiaries of UOL Group Limited and Kheng Leong Company (Private) Limited<br />
respectively in Shanghai Jin Peng Realty Co Ltd for the acquisition and development of Parcel 11, Changfeng<br />
District, Shanghai, PRC, into a mixed use development comprising residential units and retail component. The<br />
purchase price of the <strong>land</strong> was RMB 2.06 billion.<br />
The aforesaid transaction between the three parties was on normal commercial terms, the risks and rewards of the<br />
joint consortium are in proportion to the equity of each joint venture partner (30: 40: 30 respectively).<br />
(b)<br />
the Company’s subsidiary, S.L. Development Pte Limited’s joint venture with UOL Venture Investments Pte. Ltd.<br />
(a subsidiary of UOL Group Limited) in United Venture Development (Bedok) Pte. Ltd. for the acquisition and<br />
development of Archipelago, a residential development at Bedok Reservoir Road. The purchase price of the <strong>land</strong><br />
was S$320 million.<br />
The aforesaid transaction between the two parties was on normal commercial terms, the risks and rewards of the<br />
joint consortium are in proportion to the equity of each joint venture partner (50:50).<br />
(c)<br />
the Company’s subsidiary, Sing<strong>land</strong> Homes Pte. Ltd.’s joint venture with UOL Venture Investments Pte. Ltd. in UVD<br />
Pte. Ltd. for the acquisition and development of <strong>land</strong> parcel at Bright Hill Drive. The purchase price of the <strong>land</strong> was<br />
S$292 million.<br />
The aforesaid transaction between the two parties was on normal commercial terms, the risks and rewards of the<br />
joint consortium are in proportion to the equity of each joint venture partner (50:50).
20<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CORPORATE DATA<br />
Date of<br />
Date of<br />
Initial<br />
Last<br />
Board of Directors Board Appointment Appointment Re-election<br />
Wee Cho Yaw Non-Executive Chairman 24.07.92 27.04.12<br />
John Gokongwei, Jr. Non-Executive Deputy Chairman 27.07.99 27.04.12<br />
Lim Hock San President & Chief Executive Offi cer 01.04.92 27.04.12<br />
James L. Go Non-Executive Director 28.05.99 27.04.12<br />
Lance Y. Gokongwei Non-Executive Director 28.05.99 23.04.10<br />
Gwee Lian Kheng Non-Executive Director 28.05.99 27.04.12<br />
Hwang Soo Jin Non-Executive and Independent Director 31.01.03 27.04.12<br />
Roberto R. Romulo Non-Executive and Independent Director 31.01.03 27.04.12<br />
Wee Ee Lim Non-Executive Director 28.05.99 27.04.12<br />
Yang Soo Suan Non-Executive and Independent Director 27.04.12 Not Applicable<br />
Alvin Yeo Khirn Hai Non-Executive and Independent Director 11.09.02 27.04.11<br />
Audit Committee<br />
Auditors<br />
Yang Soo Suan Chairman PricewaterhouseCoopers LLP<br />
(appointed Chairman on<br />
8 Cross Street #17-00 PWC Building<br />
2 January 2013) Singapore 048424<br />
James L. Go Member Audit Partner: Choo Eng Beng<br />
Alvin Yeo Khirn Hai Member (appointed with effect from fi nancial year <strong>2012</strong>)<br />
Nominating Committee<br />
Share Registrars<br />
Hwang Soo Jin Chairman Tricor Barbinder Share Registration Services<br />
Wee Cho Yaw Member 80 Robinson Road #02-00<br />
James L. Go Member Singapore 068898<br />
Roberto R. Romulo Member Telephone: 6236 3333<br />
Yang Soo Suan Member Facsimile: 6236 4399<br />
(appointed on 27 April <strong>2012</strong>)<br />
Remuneration Committee<br />
Registered Office<br />
Alvin Yeo Khirn Hai Chairman 24 Raffl es Place #22-01/06<br />
Wee Cho Yaw Member Clifford Centre<br />
James L. Go Member Singapore 048621<br />
Hwang Soo Jin Member Telephone: 6222 9312<br />
Roberto R. Romulo Member Facsimile: 6225 1004<br />
Website: www.sing<strong>land</strong>.com.sg<br />
Company Secretary<br />
Susie Koh<br />
Company Registration Number<br />
196300170C
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
21<br />
MANAGEMENT REVIEW<br />
Singapore Land Tower<br />
Clifford Centre<br />
<strong>2012</strong> OVERVIEW<br />
Despite the weak economy, the offi ce rental market held<br />
up better than expected, supported mainly by demand<br />
from the non-fi nancial sectors. Residential property market<br />
remained buoyant as it was supported by high liquidity and<br />
low interest rates.<br />
SINGAPORE COMMERCIAL OFFICE INVESTMENT<br />
SINGAPORE LAND TOWER<br />
The fl agship building continued to perform well in the year<br />
under review. Notwithstanding strong competition from<br />
new buildings within the Central Business District Core,<br />
the building was able to maintain its average occupancy<br />
at 98%. Rental revenue, however declined slightly by 2%<br />
compared to the preceding year, due to market rents being<br />
lower than expiry rents.<br />
During the year, several improvement works were<br />
undertaken to better meet tenants’ needs. These include<br />
the installation of Electronic Parking System to improve<br />
traffi c fl ow in the car park, upgrading of washrooms as<br />
well as the installation of new cooling towers with energy<br />
effi cient and water saving features.<br />
CLIFFORD CENTRE<br />
Despite being the oldest building in the Group, Clifford<br />
Centre managed to improve its average occupancy by 3<br />
percentage points to 99%. Rental revenue also improved<br />
by 7% compared to the preceding year.<br />
The retail premises, which formed 20% of the total lettable<br />
area, contributed about 25% of the total rental revenue.<br />
As part of our ongoing programme to help retail tenants<br />
maintain healthy sales revenue, year-end marketing<br />
promotions were organised during the festive season.<br />
At Clifford Centre, entry and exit at the car park was made<br />
smoother with the upgrading to Electronic Parking System.<br />
Closed-Circuit Television system was installed in all lifts to<br />
enhance the security system in the building.
22<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
MANAGEMENT REVIEW<br />
The Gateway
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
23<br />
SGX CENTRE<br />
SGX Centre managed to maintain an average occupancy<br />
of 98% during the year under review. However, rental<br />
revenue declined slightly by 3% compared to preceding<br />
year due to market rents being lower than expiry rents.<br />
SGX Centre<br />
The contract to serve as the managing agent for SGX<br />
Centre was renewed for another 2 years.<br />
THE GATEWAY<br />
Despite 226,000 square feet of leases expiring during the<br />
year, The Gateway performed well and improve its average<br />
occupancy by 3 percentage points to 96%. Rental revenue<br />
also improved compared to 2011.<br />
The upgrading of the 32 lifts at The Gateway was<br />
completed during the year, providing smoother and faster<br />
rides for tenants. As part of the building’s ongoing energy<br />
conservation programme, light fi ttings in staircases were<br />
replaced with higher energy effi cient ones.<br />
ABACUS PLAZA AND TAMPINES PLAZA<br />
In the year under review, both Abacus Plaza and Tampines<br />
Plaza achieved full occupancy. Rental revenue also<br />
improved by 13% and 4% respectively compared to the<br />
preceding year.<br />
Abacus Plaza and Tampines Plaza<br />
The Closed Circuit Television system was upgraded to<br />
enhance the security of the twin buildings.
24<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
MANAGEMENT REVIEW<br />
Marina Square Shopping Mall<br />
Mandarin Oriental Singapore<br />
SINGAPORE COMMERCIAL RETAIL PROPERTIES<br />
MARINA SQUARE SHOPPING MALL<br />
With over 640,000 square feet of net lettable retail space,<br />
Marina Square Shopping Mall offers a broad mix of<br />
tenants offering a diverse selection of shopping, dining<br />
and entertainment options. Adding to the array of major<br />
international fashion brands like Zara, Mango, Desigual<br />
and Massimo Dutti, is British label, Marks & Spencer which<br />
opened a 20,000 square foot duplex store in September<br />
<strong>2012</strong>. Another new addition to the mall is well-known bath<br />
and beauty brand from Israel – Laline. The opening of these<br />
international labels reinforces Marina Square Shopping<br />
Mall’s position as a prime shopping destination within the<br />
Marina Bay area.<br />
The draw of food and beverage outlets in Marina Square<br />
remains strong with Paradise Inn, making its entry.<br />
Shoppers can look forward to even more enticing dining<br />
options with a revamped Gourmet Zone which is slated for<br />
completion in the second quarter of 2013.<br />
During the year, the mall held several fun and exciting<br />
promotional activities. In March, the mall displayed the<br />
largest 3-Dimensional Balloon Sculpture at the atrium.<br />
The balloon sculpture constructed in the shape of a robot,<br />
measured 19 by 23 metres and used more than 79,854<br />
balloons, was accorded the “Largest 3D Balloon Sculpture”<br />
in the Guinness World Records and the “Largest Single<br />
Sculpture Made of Balloons” in the Singapore Book of<br />
Records. This event won Best Retail Event <strong>2012</strong> organised<br />
by the Singapore Retailers Association.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
25<br />
Marina Square Shopping Mall<br />
Marina Square Shopping Mall<br />
The lobby of Pan Pacifi c Singapore<br />
MARINA SQUARE HOTELS<br />
The Singapore hotel market has continued to remain<br />
strong with high occupancies spurred by healthy arrival<br />
statistics from both regional and long haul markets. Within<br />
the Marina Bay area where the 3 Marina Square hotels<br />
(Pan Pacifi c Singapore, Marina Mandarin Singapore and<br />
Mandarin Oriental Singapore) are located, new tourist<br />
attractions such as the Gardens by the Bay and Marina<br />
Bay Sands, have successfully attracted an increased<br />
number of visitors from around the world to this precinct.<br />
Marina Mandarin and Mandarin Oriental benefi ted from<br />
the strong visitor arrivals into Singapore, recording strong<br />
occupancies and rate growth.<br />
Pan Pacifi c Singapore embarked on a multi-million<br />
dollar transformation in April <strong>2012</strong> and was re-opened in<br />
September <strong>2012</strong>. The transformed Pan Pacifi c Singapore<br />
features a spectacular new lobby and an exclusive Pacifi c<br />
Club which has been relocated to the top fl oor of the<br />
hotel with stunning view of the city skyline. The renovated<br />
guestrooms encompass a perfect mix of comfort, elegant<br />
design and useful technology in a contemporary palette of<br />
colours and materials. A vibrant dining experience awaits<br />
at the new all-day dining restaurant, Edge, featuring seven<br />
distinct regional open kitchens. Hai Tien Lo re-opened at<br />
its new location on Level 3, serving well-known favourites<br />
with a contemporary interpretation.
26<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
MANAGEMENT REVIEW<br />
WEST MALL<br />
Being directly connected to the Bukit Batok MRT, West<br />
Mall remained a focal point for residents of Bukit Batok,<br />
Jurong East, Hillview, Upper Bukit Timah and Clementi.<br />
Shopper traffi c recorded at the mall for the year was<br />
around 12 million.<br />
An upbeat acrobatic performance from Shandong, China<br />
ushered in the Chinese New Year at the mall. The acrobatic<br />
performance together with the Carlsberg roadshow and<br />
lion dance by 10 majestic lions from the Bukit Batok<br />
West Mall<br />
Community Club brought delight to shoppers. During the<br />
year, the mall supported public outreach programmes<br />
organised by the Bukit Batok Community Club such as<br />
Line Dancing and Community Music Time. The mall also<br />
took part in the Earth Hour on 31 March <strong>2012</strong>.<br />
In addition, events such as the Tamiya racing championship,<br />
Taiwanese pop singer Alien Huang, 3-on-3 basketball<br />
championship brought many young fans to the mall.<br />
Total rental revenue achieved in <strong>2012</strong> was $31.1 million, an<br />
increase of 2% compared with 2011.The mall maintained<br />
an average occupancy rate of 99%. 27 leases with an<br />
area of 43,661 square feet which expired in the year were<br />
renewed or replaced at 20% higher than the expiring<br />
rents. New tenants such as Ximen Jie (retailing Taiwanese<br />
snacks), Funco Gamez, VAVA (ladies’ fashion apparels),<br />
Surfers Paradise, Hair Inn and a new cinema operator<br />
Cathay Cineplex were brought in to enhance the tenant mix<br />
by providing wider choices of products and entertainment<br />
for the shoppers. The new cinema operator commenced<br />
operations in early February 2013.<br />
Many tenants took the effort to refresh their shop-fronts<br />
with trendy new look. Digital kilowatt meters were installed<br />
at electrical switchboard to record energy consumption<br />
of the different building services so as to monitor and<br />
minimize energy wastages.<br />
Velocity @ Novena Square<br />
NOVENA SQUARE<br />
The Group has a 20% interest in Novena Square, a<br />
commercial development located above the Novena MRT<br />
Station. For the year <strong>2012</strong>, the development enjoyed 99%<br />
occupancy for the retail mall, Velocity@Novena Square<br />
(“Velocity”) as well as offi ce Towers A and B.<br />
The retail mall, Velocity strengthened its sports positioning<br />
with several innovative sports events. Three new events<br />
- caged fl oorball challenge, paintball competition and<br />
human-sized foosball tournament were introduced and<br />
was well-received by shoppers. In September <strong>2012</strong>,<br />
Velocity forged a new alliance with the Sports Clinic of Tan<br />
Tock Seng Hospital. The partnership allows the Sports<br />
Clinic to share crucial sports information free to shoppers<br />
through a series of monthly talks and vital information<br />
posted on Velocity’s Facebook page.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
27<br />
Velocity maintained its popularity as the preferred race<br />
kit collection point for 18 of the major runs in Singapore,<br />
including New Balance Real Run, 100 Plus Passion<br />
Run, Safari Zoo Run, Newton 30km Run, Saloman Run<br />
and POSB Kids Run. It was also the offi cial venue for<br />
the fi nals of Singapore Table Tennis Crocodile Cup and<br />
the Opening of Singapore HeritageFest <strong>2012</strong> by the<br />
National Heritage Board.<br />
SINGAPORE RESIDENTIAL PROPERTIES<br />
THE TRIZON<br />
Located off Hol<strong>land</strong> Road in the Mount Sinai area,The<br />
Trizon obtained the Certifi cate of Statutory Completion<br />
(CSC) in November <strong>2012</strong>. This freehold development<br />
comprising 289 apartments was 94% sold as at January<br />
2013.<br />
ARCHIPELAGO<br />
Located at the edge of Bedok Reservoir Park, the<br />
491,080 square feet site is a 5-storey condominium with<br />
553 apartments and 24 strata-houses. This 50:50 joint<br />
venture project with UOL Group Limited was launched in<br />
December 2011 and as at the end of <strong>2012</strong>, the project<br />
was 100% sold. TOP is expected to be obtained in 2016.<br />
ALEXANDRA VIEW PROJECT<br />
Jervios Road<br />
Located at Alexandra View, the 69,980 sq feet is within<br />
walking distance to the Redhill MRT Station and close<br />
to Orchard Road and the Central Business District. The<br />
iconic high-rise development comprises approximately<br />
400 units and is expected to be launched in the fourth<br />
quarter of 2013.<br />
BUILDING MANAGEMENT<br />
The Building Management Services Division continues to<br />
maintain the offi ce buildings of Singapore Land and the<br />
UIC Group of Companies. The Division provides technical<br />
and contracting support for all building services to our<br />
tenants. In addition, it is also the Managing Agent for<br />
the Management Corporation (MCST) of SGX Centre.<br />
The Division also oversees the Managing Agents at our<br />
residential projects during the 12-month initial period until<br />
the Management Council is formally elected at the fi rst<br />
<strong>Annual</strong> General Meeting.<br />
Archipelago<br />
MON JERVOIS<br />
The 96,423 square feet site is located in District 10 in<br />
the vicinity of embassies and Good Class Bungalows in<br />
Jervois Road and Bishopgate. The fi ve-storey boutique<br />
development with 109 units is expected to be launched in<br />
the second quarter of 2013.<br />
FARRER DRIVE PROJECT<br />
Close to the city centre, the 67,471 square feet site<br />
is nestled in the lush greeneries of private residential<br />
enclave and within 1 to 2 km of two top primary schools<br />
viz; Nanyang Primary and Raffl es Girls’ Primary. The<br />
development comprising three 8-storey blocks with 106<br />
units is expected to be launched in the third quarter<br />
of 2013.<br />
Mon Jervios<br />
BRIGHT HILL DRIVE PROJECT<br />
Located at Bright Hill Drive, along Upper Thomson Road,<br />
the 144,636 square feet site is within 200 metres from the<br />
designated Upper Thomson MRT Station and near Ai Tong<br />
Primary School. The Group acquired this site together with<br />
UOL Group on a 50:50 basis, The high-rise development<br />
comprises 435 apartments and 10 strata houses with<br />
condominium facilities. The project is targeted to be<br />
launched in the third quarter of 2013.<br />
Artist’s impression of Mon Jervois
28<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
MANAGEMENT REVIEW<br />
The Excellency, Chengdu<br />
Artist’s impression of Shanghai Chang Feng Project<br />
OVERSEAS INVESTMENTS, CHINA<br />
BEIJING LANDMARK TOWERS<br />
The Group has a 19.95% interest in Beijing Landmark<br />
Towers which is a mixed development comprising a<br />
hotel, an apartment block and 2 offi ce towers. The Group<br />
received $2.1 million of dividend from this investment<br />
in <strong>2012</strong>.<br />
THE EXCELLENCY, CHENGDU<br />
The 7,566 square metres site is situated close to the<br />
popular Chun Xi Road shopping belt in Dacisi Road. It has<br />
a saleable area of approximately 54,000 square metres<br />
with 3,300 square metres of shopping and commercial<br />
space, comprising two 51-storey residential blocks.<br />
The development, which is wholly-owned by the Group,<br />
was completed in the second quarter of <strong>2012</strong> and 74%<br />
sold as at 31 December <strong>2012</strong>.<br />
SHANGHAI CHANG FENG PROJECT<br />
The project is jointly owned by a consortium comprising<br />
Sing<strong>land</strong> China Holdings Pte. Ltd., (a wholly-owned<br />
subsidiary), UOL Capital Investments Pte. Ltd. (a<br />
subsidiary of UOL Group Limited) and Peak Star Pte. Ltd.<br />
(a subsidiary of Kheng Leong Company (Private) Limited),<br />
with shareholdings of 30%, 40% and 30% respectively.<br />
Situated within the Chang Feng Ecological Business Park,<br />
about 5 kilometres to the north-east of the Hongqiao<br />
Transportation Hub and less than 10 kilometres from the<br />
Bund, the site has a total <strong>land</strong> area of approximately 39,540<br />
square metres. The proposed mixed-use development<br />
comprising residential and retail components has 70 years<br />
tenure for the residential and 40 years tenure for the retail<br />
component.<br />
Construction is expected to commence in the second<br />
quarter of 2013.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
29<br />
HUMAN RESOURCE<br />
Food from the Heart, a Community Development Programme.<br />
Healthy cooking class<br />
Bollyrobics exercises to promote healthy lifestyle<br />
The Group’s human resource management continues to<br />
nurture the potential of its employees through learning<br />
and development programmes. Employees were<br />
encouraged to upgrade themselves through seminars,<br />
workshops and talks.<br />
The quarterly staff newsletter is published to communicate<br />
with employees on the Group’s activities, events<br />
and announcements.<br />
Through regular dialogue sessions, the Group maintains<br />
its harmonious industrial relation with Singapore Industrial<br />
Services Employees’ Union (SISEU) and employees.<br />
The Group recognises workplace as a key setting for<br />
promoting the health and mental well-being of our<br />
employees. Activities include kickboxing, cardio fi tness,<br />
ergo and bollyrobics exercises, healthy cooking classes,<br />
fruits distribution, heritage hunt and health screening.<br />
As part of the ergonomics intervention programme,<br />
physiotherapy and chiropractic sessions were conducted.<br />
The Group received for the second time, GOLD from the<br />
Health Promotion Board this year. This Award was given<br />
in recognition of the Group’s exemplary workplace health<br />
promotion programmes to encourage a balanced worklife<br />
and healthy lifestyle.<br />
To promote family bonding, social activities such as day trip<br />
to Johor Bahru and Gardens by the Bay were organised<br />
for employees and their families. Corporate passes are<br />
available for employees and their families to visit Singapore<br />
Science Centre and IMAX Theatre.<br />
In support of corporate and social responsibility, employees<br />
voluntarily participated in community outreach programme<br />
at the Food from the Heart, a charity organisation in<br />
SIngapore. The Group also made contributions to several<br />
community and charitable organisations during the year.
30<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
PROPERTY ACTIVITIES SUMMARY<br />
As at 31 December <strong>2012</strong><br />
Subsidiary Companies'<br />
Investment Properties<br />
Gross Approximate Car Percentage Capital<br />
Site Area Floor Area Net Floor Area Parking of Value<br />
(sq metres) (sq metres) (sq metres) Lots Shareholding ($m)<br />
Singapore Land Tower 5,064 74,215 57,500 288 100 1,480<br />
A 47-storey complex of banks and<br />
offi ces and three basements of<br />
car parking space with frontages<br />
on Raffl es Place/Battery Road<br />
SGX Centre 2 2,970 36,590 25,800 136 100 503<br />
A 29-storey offi ce building with (inclusive of 3,336 sq m (SLL Group’s<br />
two basements of car parking in SGX Centre 1) interest in<br />
space located at 4 Shenton Way SGX Centre 1 & 2)<br />
Clifford Centre 3,343 37,267 25,470 268 100 527<br />
A 29-storey complex of shops<br />
and offi ces with frontages<br />
on both Raffl es Place and<br />
Collyer Quay<br />
The Gateway 22,381 97,430 69,803 689 100 1,046<br />
A pair of 37-storey towers with<br />
two basements of car parking<br />
space located at Beach Road<br />
Abacus Plaza 2,614 10,970 8,397 87 100 86<br />
and Tampines Plaza 2,613 10,965 8,397 79 100 85<br />
A pair of 8-storey offi ce buildings<br />
with two basements of<br />
car parking space located at<br />
Tampines Central 1 in the<br />
Tampines Finance Park<br />
Marina Square 92,197 315,211 206,780 1,990 53 935<br />
3 Hotels and two investment (In respect of retail<br />
properties, a 4-storey Retail Mall<br />
mall and office<br />
(comprising fashion boutiques<br />
building only)<br />
department store, eating and<br />
entertainment outlets, food<br />
court, cinemas, bowling alley<br />
and car park) and a six-storey<br />
offi ce building (Marina Bayfront)
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
31<br />
PROPERTY ACTIVITIES SUMMARY<br />
As at 31 December <strong>2012</strong><br />
Associated Companies’<br />
Investment Properties<br />
Gross Approximate Car Percentage Capital<br />
Site Area Floor Area Net Floor Area Parking of Value<br />
(sq metres) (sq metres) (sq metres) Lots Shareholding ($m)<br />
West Mall 9,890 26,300 17,042 314 50 398<br />
A 5-storey retail and<br />
entertainment complex<br />
with three basements<br />
of car parking space, located<br />
at Bukit Batok Town Centre<br />
Novena Square 16,673 70,010 57,197 491 20 1,083<br />
A commercial complex<br />
comprising two offi ce towers<br />
of 25 and 18 storeys and a<br />
three-storey retail block<br />
located at the junction<br />
of Thomson Road and<br />
Moulmein Road
32<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
PROPERTY ACTIVITIES SUMMARY<br />
As at 31 December <strong>2012</strong><br />
Subsidiary and Associated Companies’,<br />
and Joint Ventures’ Properties Held For Sale<br />
Completed in <strong>2012</strong><br />
Gross Actual/ Percentage<br />
Site Area Floor Area Expected of<br />
Tenure (sq metres) (sq metres) Year of TOP Shareholding<br />
The Trizon Freehold 18,153 38,122 <strong>2012</strong> 100<br />
289-unit condominium at<br />
Ridgewood Close<br />
The Excellency, Chengdu Leasehold 7,566 77,000 <strong>2012</strong> 100<br />
Two towers of 51 storeys each with<br />
3 basement car parks at the junction<br />
of Dacisi Road and Tian Xian Qiao<br />
Road North<br />
Under Development<br />
Archipelago Leasehold 45,623 63,873 2016 50<br />
577-unit condominium development<br />
at Bedok Reservoir Road<br />
Shanghai Chang Feng Project Leasehold 39,540 85,800 2016 30<br />
398-unit condominium development at<br />
No. 11 plot, Danba Road/Tongpu Road,<br />
Changfeng Area, Putuo District, Shanghai<br />
Mon Jervois Leasehold 8,958 12,542 2016 100<br />
109-unit condominium development<br />
at Jervois Road<br />
Development site at Farrer Drive Leasehold 6,268 10,030 2016 100<br />
106-unit condominium development<br />
at Farrer Drive<br />
Development site at Bright Hill Drive Leasehold 13,437 37,624 2017 50<br />
445-unit condominium development<br />
at Bright Hill Drive<br />
Development site at Alexandra View Leasehold 6,501 31,857 2017 100<br />
400-unit condominium development<br />
at Alexandra View
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
33<br />
Financial <strong>Report</strong> Contents<br />
34 Directors’ <strong>Report</strong><br />
37 Statement by Directors<br />
38 Independent Auditor’s <strong>Report</strong><br />
40 Consolidated Income Statement<br />
41 Consolidated Statement of Comprehensive Income<br />
42 Statements of Financial Position<br />
43 Consolidated Statement of Changes in Equity<br />
44 Consolidated Statement of Cash Flows<br />
46 Notes to the Financial Statements
34<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
DIRECTORS’ REPORT<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
The directors present their report to the members together with the audited fi nancial statements of the Group for the<br />
fi nancial year ended 31 December <strong>2012</strong> and the statement of fi nancial position of the Company as at 31 December <strong>2012</strong>.<br />
Directors<br />
The directors of the Company in offi ce at the date of this report are:<br />
Wee Cho Yaw<br />
John Gokongwei, Jr.<br />
Lim Hock San<br />
(Chairman)<br />
(Deputy Chairman)<br />
(President and Chief Executive Offi cer)<br />
James L. Go<br />
Lance Y. Gokongwei<br />
Gwee Lian Kheng<br />
Hwang Soo Jin<br />
Roberto R. Romulo<br />
Wee Ee Lim<br />
Yang Soo Suan (Appointed on 27 April <strong>2012</strong>)<br />
Alvin Yeo Khirn Hai<br />
Arrangements to enable directors to acquire shares and debentures<br />
Neither at the end of nor at any time during the fi nancial year was the Company a party to any arrangement whose object<br />
was to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares in, or debentures<br />
of, the Company or any other body corporate, other than as disclosed in this report.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
35<br />
DIRECTORS’ REPORT<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
Directors’ interests in shares or debentures<br />
(a)<br />
According to the register of directors’ shareholdings, none of the directors holding offi ce at the end of the fi nancial<br />
year had any interest in the shares or debentures of the Company or related corporations, except as follows:<br />
Holdings registered<br />
in name of director<br />
or nominee<br />
Holdings in which<br />
director is deemed<br />
to have an interest<br />
At 31.12.<strong>2012</strong> At 1.1.<strong>2012</strong> At 31.12.<strong>2012</strong> At 1.1.<strong>2012</strong><br />
Singapore Land Limited<br />
(Ordinary shares)<br />
John Gokongwei, Jr. - - 329,207,384 323,565,384<br />
Lim Hock San 340,000 340,000 - -<br />
United Industrial Corporation Limited (“UIC”)<br />
(Ordinary shares)<br />
Wee Cho Yaw 1,857,000 1,857,000 664,140,565 658,112,565<br />
John Gokongwei, Jr. - - 497,245,000 497,195,000<br />
Lim Hock San 22,000 22,000 - -<br />
Hwang Soo Jin 300,000 300,000 - -<br />
(Executive share options to subscribe for ordinary<br />
shares in UIC)<br />
Lim Hock San 870,000 770,000 - -<br />
(b) Except for Dr. John Gokongwei, Jr., who has a deemed interest in 502,245,000 UIC shares as at 21 January 2013,<br />
there was no change in any of the above-mentioned directors’ interests between the end of the fi nancial year and<br />
21 January 2013.<br />
Directors’ contractual benefits<br />
Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t by reason<br />
of a contract made by the Company or a related corporation with the director or with a fi rm of which he is a member<br />
or with a company in which he has a substantial fi nancial interest, except as disclosed in the accompanying fi nancial<br />
statements note 30.
36<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
DIRECTORS’ REPORT<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
Share options<br />
There were no options granted in respect of unissued ordinary shares of the Company or any subsidiary during the<br />
fi nancial year.<br />
No shares have been issued during the fi nancial year by virtue of the exercise of options to take up unissued ordinary<br />
shares of the Company or any subsidiary.<br />
There were no unissued ordinary shares of the Company or any subsidiary under option at the end of the fi nancial year.<br />
Audit committee<br />
The Audit Committee comprises three non-executive directors, namely, Yang Soo Suan (Chairman), James L. Go and<br />
Alvin Yeo Khirn Hai, majority of whom including the Chairman, are independent directors.<br />
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act. At a series<br />
of meetings convened during the twelve months up to the date of this report, the Audit Committee reviewed reports<br />
prepared respectively by the external and the internal auditors and approved proposals for improvements in internal<br />
controls. The announcement of quarterly and full year results, the fi nancial statements of the Group and the Independent<br />
Auditor’s <strong>Report</strong> thereon for the full year were also reviewed prior to consideration and approval of the Board.<br />
Independent auditor<br />
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.<br />
On behalf of the directors<br />
WEE CHO YAW<br />
Director<br />
LIM HOCK SAN<br />
Director<br />
8 February 2013
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
37<br />
STATEMENT BY DIRECTORS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
In the opinion of the directors,<br />
(a)<br />
the statement of fi nancial position of the Company and the consolidated fi nancial statements of the Group as set<br />
out on pages 40 to 96 are drawn up so as to give a true and fair view of the state of affairs of the Company and<br />
of the Group as at 31 December <strong>2012</strong> and of the results of the business, changes in equity and cash fl ows of the<br />
Group for the fi nancial year then ended; and<br />
(b)<br />
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts<br />
as and when they fall due.<br />
On behalf of the directors<br />
WEE CHO YAW<br />
Director<br />
LIM HOCK SAN<br />
Director<br />
8 February 2013
38<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF<br />
SINGAPORE LAND LIMITED<br />
<strong>Report</strong> on the Financial Statements<br />
We have audited the accompanying fi nancial statements of Singapore Land Limited (the “Company”) and its subsidiaries<br />
(the “Group”) set out on pages 40 to 96, which comprise the consolidated statement of fi nancial position of the Group<br />
and statement of fi nancial position of the Company as at 31 December <strong>2012</strong>, the consolidated income statement,<br />
statement of comprehensive income, statement of changes in equity and statement of cash fl ows of the Group for the<br />
fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory information.<br />
Management’s Responsibility for the Financial Statements<br />
Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with<br />
the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial <strong>Report</strong>ing Standards, and for devising<br />
and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are<br />
safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they<br />
are recorded as necessary to permit the preparation of true and fair profi t and loss accounts and statements of fi nancial<br />
position and to maintain accountability of assets.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in<br />
accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements<br />
and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from<br />
material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial<br />
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of<br />
material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the<br />
auditor considers internal control relevant to the entity’s preparation of fi nancial statements that give a true and fair view<br />
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing<br />
an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of<br />
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating<br />
the overall presentation of the fi nancial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
Opinion<br />
In our opinion, the consolidated fi nancial statements of the Group and the statement of fi nancial position of the Company<br />
are properly drawn up in accordance with the provisions of the Act and Singapore Financial <strong>Report</strong>ing Standards so as<br />
to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December <strong>2012</strong>, and of the<br />
results, changes in equity and cash fl ows of the Group for the fi nancial year ended on that date.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
39<br />
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF<br />
SINGAPORE LAND LIMITED<br />
<strong>Report</strong> on Other Legal and Regulatory Requirements<br />
In our opinion, 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 provisions of<br />
the Act.<br />
PricewaterhouseCoopers LLP<br />
Public Accountants and Certifi ed Public Accountants<br />
Singapore, 8 February 2013
40<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CONSOLIDATED INCOME STATEMENT<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
Note <strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Revenue 4 580,602 615,296<br />
Cost of sales 5 (322,932) (334,426)<br />
Gross profit 257,670 280,870<br />
Investment income 6 4,643 2,919<br />
Other gains/(losses) - net 2,424 1,137<br />
Selling and distribution costs (13,168) (13,367)<br />
Administrative expenses (10,161) (10,221)<br />
Finance expenses (2,056) (1,642)<br />
Share of results of associated companies 88,957 61,361<br />
Share of results of joint ventures - (500)<br />
328,309 320,557<br />
Fair value gain on investment properties 16 165,373 126,372<br />
Profit before income tax 7 493,682 446,929<br />
Income tax expense 8 (36,992) (41,084)<br />
Net profit 456,690 405,845<br />
Attributable to:<br />
Equity holders of the Company 9 407,104 353,592<br />
Non-controlling interests 49,586 52,253<br />
456,690 405,845<br />
Basic/Diluted earnings per share attributable<br />
to equity holders of the Company<br />
(expressed in cents per share) 10 98.7 cents 85.7 cents<br />
The accompanying notes form an integral part of these fi nancial statements.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
41<br />
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Net profi t 456,690 405,845<br />
Other comprehensive (expense)/income items:<br />
Net exchange differences on translation of fi nancial statements of foreign entities (11,072) 11,499<br />
Total comprehensive income 445,618 417,344<br />
Total comprehensive income attributable to:<br />
Equity holders of the Company 396,032 365,091<br />
Non-controlling interests 49,586 52,253<br />
445,618 417,344<br />
The accompanying notes form an integral part of these fi nancial statements.
42 Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
STATEMENTS OF FINANCIAL POSITION<br />
As at 31 December <strong>2012</strong><br />
The Group<br />
The Company<br />
Note <strong>2012</strong> 2011 2010 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000 $’000<br />
(restated) (restated)<br />
ASSETS<br />
Non-current assets<br />
Other receivables 11 156,442 78,164 7,490 461,961 342,195<br />
Available-for-sale fi nancial assets 12 12,045 12,045 12,045 -<br />
Investments in associated companies 13 611,694 556,084 423,168 350 350<br />
Investments in joint ventures 14 - - - - -<br />
Investments in subsidiary companies 15 - - - 972,442 972,442<br />
Investment properties 16 4,661,800 4,486,400 4,350,000 - -<br />
Property, plant and equipment 17 444,134 368,958 381,039 - -<br />
5,886,115 5,501,651 5,173,742 1,434,753 1,314,987<br />
Current assets<br />
Cash and cash equivalents 18 64,345 65,806 84,870 206 243<br />
Properties held for sale 19 419,670 423,903 373,548 - -<br />
Trade and other receivables 20 74,450 40,232 39,759 235 209<br />
Inventories 947 887 948 - -<br />
559,412 530,828 499,125 441 452<br />
Total assets 6,445,527 6,032,479 5,672,867 1,435,194 1,315,439<br />
LIABILITIES<br />
Current liabilities<br />
Trade and other payables 21 139,005 212,083 171,258 1,070 1,052<br />
Current income tax liabilities 8 57,837 41,423 41,145 2,030 1,578<br />
Borrowings 22 138,021 236,700 181,607 135,400 180,000<br />
334,863 490,206 394,010 138,500 182,630<br />
Non-current liabilities<br />
Trade and other payables 21 43,295 45,703 40,279 225,679 66,145<br />
Borrowings 22 264,000 30,000 104,945 - -<br />
Deferred income tax liabilities 23 46,588 63,054 55,108 - -<br />
353,883 138,757 200,332 225,679 66,145<br />
Total liabilities 688,746 628,963 594,342 364,179 248,775<br />
NET ASSETS 5,756,781 5,403,516 5,078,525 1,071,015 1,066,664<br />
EQUITY<br />
Capital and reserves attributable to<br />
equity holders of the Company<br />
Share capital 24 840,349 840,349 840,349 840,349 840,349<br />
Reserves 4,281,956 3,968,420 3,685,825 230,666 226,315<br />
5,122,305 4,808,769 4,526,174 1,071,015 1,066,664<br />
Non-controlling interests 634,476 594,747 552,351 - -<br />
TOTAL EQUITY 5,756,781 5,403,516 5,078,525 1,071,015 1,066,664<br />
The accompanying notes form an integral part of these fi nancial statements.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
43<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
<strong>2012</strong><br />
Attributable to equity holders of the Company<br />
Foreign Asset Non-<br />
Share Retained currency revaluation controlling Total<br />
capital earnings reserve reserve Total interests equity<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Balance at 1 January <strong>2012</strong><br />
- as previously reported 840,349 3,491,819 11,072 40,570 4,383,810 563,777 4,947,587<br />
- effect of adopting FRS 12 - 424,959 - - 424,959 30,970 455,929<br />
Balance at 1 January <strong>2012</strong>,<br />
as restated 840,349 3,916,778 11,072 40,570 4,808,769 594,747 5,403,516<br />
Total comprehensive income /<br />
(expense) - 407,104 (11,072) - 396,032 49,586 445,618<br />
Dividends paid - (82,496) - - (82,496) (9,857) (92,353)<br />
Balance at 31 December <strong>2012</strong> 840,349 4,241,386 - 40,570 5,122,305 634,476 5,756,781<br />
2011<br />
Balance at 1 January 2011<br />
- as previously reported 840,349 3,243,587 (427) 40,570 4,124,079 522,709 4,646,788<br />
- effect of adopting FRS 12 - 402,095 - - 402,095 29,642 431,737<br />
Balance at 1 January 2011,<br />
as restated 840,349 3,645,682 (427) 40,570 4,526,174 552,351 5,078,525<br />
Total comprehensive income - 353,592 11,499 - 365,091 52,253 417,344<br />
Dividends paid - (82,496) - - (82,496) (9,857) (92,353)<br />
Balance at 31 December 2011 840,349 3,916,778 11,072 40,570 4,808,769 594,747 5,403,516<br />
The accompanying notes form an integral part of these fi nancial statements.
44<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Cash flows from operating activities<br />
Profi t before income tax 493,682 446,929<br />
Adjustments for:<br />
Depreciation of property, plant and equipment 16,674 15,228<br />
Loss on disposal of property, plant and equipment 358 62<br />
Share of results of associated companies (88,957) (61,361)<br />
Share of results of joint ventures - 500<br />
Fair value gain on investment properties (165,373) (126,372)<br />
Investment income (4,643) (2,919)<br />
Interest expense 2,056 1,642<br />
Unrealised currency translation differences (2,852) 2,823<br />
Operating cash fl ow before working capital changes 250,945 276,532<br />
Change in operating assets and liabilities:<br />
Properties held for sale 7,079 (48,118)<br />
Inventories (60) 61<br />
Trade and other receivables (34,208) (16,511)<br />
Trade and other payables (84,685) 46,762<br />
Cash generated from operations 139,071 258,726<br />
Interest paid (4,762) (5,209)<br />
Income tax paid (37,044) (32,860)<br />
Net cash provided by operating activities 97,265 220,657<br />
Cash flows from investing activities<br />
Purchase of property, plant and equipment (83,199) (3,224)<br />
Proceeds from disposal of property, plant and equipment 48 15<br />
Upgrading of investment properties (10,027) (10,028)<br />
Repayment of loan by an associated company 1,400 1,500<br />
Loans to joint ventures (77,812) (71,243)<br />
Investment in an associated company - (93,316)<br />
Investment in a joint venture - (500)<br />
Dividends received from unquoted equity investments 2,229 1,665<br />
Dividends received from associated companies 25,125 46,470<br />
Interest received 542 1,145<br />
Net cash used in investing activities (141,694) (127,516)<br />
The accompanying notes form an integral part of these fi nancial statements.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
45<br />
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
Note <strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Cash flows from financing activities<br />
Repayment of borrowings (101,300) (239,780)<br />
Proceeds from borrowings 236,621 219,928<br />
Bank deposits pledged as security for bank borrowing (5,570) -<br />
Dividends paid to shareholders (82,496) (82,496)<br />
Dividends paid to non-controlling shareholders (9,857) (9,857)<br />
Net cash provided by/(used in) financing activities 37,398 (112,205)<br />
Net decrease in cash and cash equivalents (7,031) (19,064)<br />
Cash and cash equivalents at beginning of fi nancial year 65,806 84,870<br />
Cash and cash equivalents at end of financial year 18 58,775 65,806<br />
The accompanying notes form an integral part of these fi nancial statements.
46<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
These notes form an integral part of and should be read in conjunction with the accompanying fi nancial statements.<br />
1. GENERAL INFORMATION<br />
Singapore Land Limited (the “Company”) is incorporated and domiciled in Singapore. The address of its registered<br />
offi ce is 24 Raffl es Place #22-01/06, Clifford Centre, Singapore 048621.<br />
The Company is listed on the Singapore Exchange.<br />
The principal activity of the Company is that of an investment holding company. The principal activities of the Group<br />
consist of development of properties for investment and trading, investment holding, property management, and<br />
investment in hotels and retail centres.<br />
2. SIGNIFICANT ACCOUNTING POLICIES<br />
2.1 Basis of preparation<br />
The fi nancial statements have been prepared in accordance with Singapore Financial <strong>Report</strong>ing Standards (“FRS”)<br />
under the historical cost convention, except as disclosed in the accounting policies below.<br />
The preparation of fi nancial statements in conformity with FRS requires management to exercise its judgement<br />
in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting<br />
estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where<br />
assumptions and estimates are signifi cant to the fi nancial statements, are disclosed in note 3.<br />
Interpretations and amendments to published standards effective in <strong>2012</strong><br />
On 1 January <strong>2012</strong>, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are<br />
mandatory for application for the fi nancial year. Changes to the Group’s accounting policies have been made as<br />
required, in accordance with the transitional provisions in the respective FRS and INT FRS.<br />
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the accounting<br />
policies of the Group and Company and had no effect on the amounts reported for the current or prior fi nancial<br />
years, except as disclosed below.<br />
The Group has adopted the amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets on 1 January<br />
<strong>2012</strong>. The amended FRS 12 has introduced a presumption that an investment property measured at fair value is<br />
recovered entirely by sale. The amendment, effective for annual periods beginning on or after 1 January <strong>2012</strong>,<br />
is to be applied retrospectively.<br />
Previously, the Group accounted for deferred tax on fair value gains on investment property on the basis that the<br />
asset would be recovered through use. Upon adoption of the amendment, such deferred tax is measured on the<br />
basis of recovery through sale.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
47<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.1 Basis of preparation (continued)<br />
Interpretations and amendments to published standards effective in <strong>2012</strong> (continued)<br />
The effects on adoption are as follows:<br />
Increase/(Decrease)<br />
<strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000<br />
Consolidated statement of fi nancial position as at 31 December:<br />
Investments in associated companies 29,246 21,494 18,785<br />
Deferred income tax liabilities (462,548) (434,435) (412,952)<br />
Retained earnings 456,996 424,959 402,095<br />
Non-controlling interests 34,798 30,970 29,642<br />
Consolidated income statement for the fi nancial year ended 31 December:<br />
Share of results of associated companies 7,752 2,709<br />
Income tax expense (28,113) (21,483)<br />
Non-controlling interests 3,828 1,328<br />
Basic and diluted earnings per share for the fi nancial year<br />
ended 31 December (cents per share) 7.8 cents 5.5 cents<br />
2.2 Revenue recognition<br />
Revenue comprises the fair value of consideration received or receivable for the sale of goods and rendering of<br />
services, net of goods and services tax, rebates and discounts after eliminating revenue within the Group.<br />
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is<br />
probable that the collectibility of the related receivables is reasonably assured and when the specifi c criteria for each<br />
of the Group’s activities are met as follows:<br />
(a)<br />
Rental income<br />
Rental income from operating leases (net of any incentives given to the lessees) on investment properties is<br />
recognised on a straight-line basis over the lease term.
48<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.2 Revenue recognition (continued)<br />
(b)<br />
Revenue on sale of properties held for sale<br />
Revenue from sale of properties held for sale in respect of sale and purchase agreements entered into<br />
prior to completion of construction is recognised when the properties are delivered to the buyers, except<br />
for in cases where the control and risk and rewards of the property are transferred to the buyers as<br />
construction progresses.<br />
For sales of uncompleted residential properties made with a Normal Payment Scheme feature in Singapore, the<br />
transfer of signifi cant risks and rewards of ownership occurs in the current state as construction progresses.<br />
Revenue is recognised by reference to the stage of completion using the percentage of completion method,<br />
determined by the level of construction costs incurred as a proportion of the estimated total construction<br />
costs to completion.<br />
For sales of overseas development properties and Singapore residential properties made with a Deferred<br />
Payment Scheme feature, such transfer generally occurs when the property units are completed and delivered<br />
to the purchasers. Revenue is recognised upon completion of construction.<br />
(c)<br />
Revenue from hotel operations<br />
Revenue from the rental of hotel rooms and other facilities is recognised when the services are rendered.<br />
Revenue from the sale of food and beverage is recognised when the goods are delivered to the customer.<br />
(d)<br />
Property services fees<br />
Property services fees are recognised when the services are rendered.<br />
(e)<br />
Interest income<br />
Interest income is recognised on a time proportion basis using the effective interest method.<br />
(f)<br />
Dividend income<br />
Dividend income is recognised when the right to receive payment is established.<br />
(g)<br />
Car parking income<br />
Car parking income is recognised on a straight-line basis based on time proportion.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
49<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.3 Group accounting<br />
(a)<br />
Subsidiary companies<br />
(i)<br />
Consolidation<br />
Subsidiary companies are entities over which the Group has power to govern the fi nancial and operating<br />
policies so as to obtain benefi ts from its activities, generally accompanied by a shareholding giving rise<br />
to the majority of the voting rights.The existence and effect of potential voting rights that are currently<br />
exercisable or convertible are considered when assessing whether the Group controls another entity.<br />
Subsidiary companies are consolidated from the date on which control is transferred to the Group.They<br />
are de-consolidated from the date on which control ceases.<br />
In preparing the consolidated fi nancial statements, transactions, balances and unrealised gains on<br />
transactions between group entities are eliminated. Unrealised losses are also eliminated but are<br />
considered an impairment indicator of the asset transferred. Accounting policies of subsidiary companies<br />
have been changed where necessary to ensure consistency with the policies adopted by the Group.<br />
Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary<br />
company attributable to the interests which are not owned directly or indirectly by the equity holders<br />
of the Company. They are shown separately in the consolidated statement of comprehensive income,<br />
statement of changes in equity and statement of fi nancial position. Total comprehensive income is<br />
attributed to the non-controlling interests based on their respective interests in a subsidiary company,<br />
even if this results in the non-controlling interests having a defi cit balance.<br />
(ii)<br />
Acquisitions<br />
The acquisition method of accounting is used to account for business combinations by the Group.<br />
The consideration transferred for the acquisition of a subsidiary company or business comprises of the<br />
fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group.<br />
The consideration transferred also includes the fair value of any contingent consideration arrangement<br />
and fair value of any pre-existing equity interest in the subsidiary company.<br />
Acquisition-related costs are expensed as incurred.<br />
Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination<br />
are, with <strong>limited</strong> exceptions, measured initially at their fair values at the acquisition date.
50<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.3 Group accounting (continued)<br />
(a)<br />
Subsidiary companies (continued)<br />
(ii)<br />
Acquisitions (continued)<br />
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree<br />
at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the<br />
acquiree’s identifi able net assets.<br />
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree<br />
and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value<br />
of the identifi able net assets acquired is recorded as goodwill. If those amounts are less than the fair<br />
value of the identifi able net assets of the subsidiary company acquired and the measurement of all<br />
amounts have been reviewed, the difference is recognised directly in the income statement as a bargain<br />
purchase. Please refer to the paragraph “Goodwill on acquisitions” for the subsequent accounting policy<br />
on goodwill.<br />
(iii)<br />
Disposals<br />
When a change in the Group ownership interest in a subsidiary company results in a loss of control over<br />
the subsidiary company, the assets and liabilities of the subsidiary company including any goodwill are<br />
derecognised. Amounts previously recognised in other comprehensive income in respect of that entity<br />
are also reclassifi ed to the income statement or transferred directly to retained earnings if required by a<br />
specifi c Standard.<br />
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying<br />
amount of the retained interest at the date when control is lost and its fair value is recognised in the<br />
income statement.<br />
Please refer to the paragraph “Investments in subsidiary and associated companies, and joint ventures”<br />
for the accounting policy on investments in subsidiary companies in the separate fi nancial statements of<br />
the Company.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
51<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.3 Group accounting (continued)<br />
(b)<br />
Transactions with non-controlling interests<br />
Changes in the Group’s ownership interest in a subsidiary company that do not result in a loss of control<br />
over the subsidiary company are accounted for as transactions with equity owners of the Company. Any<br />
difference between the change in the carrying amounts of the non-controlling interest and the fair value of<br />
the consideration paid or received is recognised in retained earnings within equity attributable to the equity<br />
holders of the Company.<br />
(c)<br />
Associated companies and joint ventures<br />
Associated companies are entities over which the Group has signifi cant infl uence, but not control, generally<br />
accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%. Joint<br />
ventures are entities over which the Group has contractual arrangements to jointly share control over the<br />
economic activity of the entities with one or more parties. Investments in associated companies and joint<br />
ventures are accounted for in the consolidated fi nancial statements using the equity method of accounting<br />
less impairment losses, if any.<br />
(i)<br />
Acquisitions<br />
Investments in associated companies and joint ventures are initially recognised at cost. The cost of<br />
an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities<br />
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill<br />
on associated companies and joint ventures represents the excess of the cost of acquisition of the<br />
associate/joint venture over the Group’s share of the fair value of the identifi able net assets of the<br />
associate/joint venture and is included in the carrying amount of the investments.
52<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.3 Group accounting (continued)<br />
(c)<br />
Associated companies and joint ventures (continued)<br />
(ii)<br />
Equity method of accounting<br />
In applying the equity method of accounting, the Group’s share of its associated companies’ and joint<br />
ventures’ post-acquisition profi ts or losses are recognised in the income statement and its share of postacquisition<br />
other comprehensive income is recognised in other comprehensive income. These postacquisition<br />
movements and distributions received from the associated companies and joint ventures<br />
are adjusted against the carrying amount of the investments. When the Group’s share of losses in an<br />
associated company or joint venture equals to or exceeds its interest in the associated company or joint<br />
venture, including any other unsecured non-current receivables, the Group does not recognise further<br />
losses, unless it has obligations to make or has made payments on behalf of the associated company<br />
or joint venture.<br />
Unrealised gains on transactions between the Group and its associated companies and joint ventures<br />
are eliminated to the extent of the Group’s interest in the associated companies and joint ventures.<br />
Unrealised losses are also eliminated unless the transactions provide evidence of an impairment of the<br />
asset transferred. Where necessary, adjustments are made to the fi nancial statements of associated<br />
companies and joint ventures to ensure consistency of accounting policies with those of the Group.<br />
(iii)<br />
Disposals<br />
Investments in associated companies and joint ventures are derecognised when the Group loses<br />
signifi cant infl uence and joint control respectively. Any retained equity interest in the entity is remeasured<br />
at its fair value. The difference between the carrying amount of the retained interest at the date when<br />
signifi cant infl uence or joint control is lost and its fair value is recognised in the income statement.<br />
Please refer to the paragraph “Investments in subsidiary and associated companies, and joint ventures”<br />
for the accounting policy on investments in associated companies and joint ventures in the separate<br />
fi nancial statements of the Company.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
53<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.4 Property, plant and equipment<br />
(a)<br />
Measurement<br />
Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated<br />
depreciation and accumulated impairment losses.<br />
The cost of an item of property, plant and equipment initially recognised includes its purchase price and<br />
any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be<br />
capable of operating in the manner intended by management.<br />
(b)<br />
Depreciation<br />
Renovations in progress is not depreciated. Depreciation is calculated using the straight-line method to<br />
allocate the depreciable amounts of property, plant and equipment over their estimated useful lives as follows:<br />
Leasehold <strong>land</strong> and building<br />
Plant and machinery<br />
Furniture, fi ttings and offi ce equipment<br />
Motor vehicles<br />
93 years<br />
10 - 15 years<br />
5 - 13 years<br />
5 years<br />
The residual values, estimated useful lives and depreciation method of property, plant and equipment are<br />
reviewed, and adjusted as appropriate, at each statement of fi nancial position date. The effects of any revision<br />
are recognised in the income statement when the changes arise.<br />
(c)<br />
Subsequent expenditure<br />
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added<br />
to the carrying amount of the asset only when it is probable that future economic benefi ts associated with the<br />
item will fl ow to the Group and the cost of the item can be measured reliably. All other repair and maintenance<br />
expenses are recognised in the income statement when incurred.<br />
(d)<br />
Disposal<br />
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and<br />
its carrying amount is recognised in the income statement.
54<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.5 Goodwill on acquisitions<br />
Goodwill on acquisitions of subsidiary companies and businesses represents the excess of (i) the sum of the<br />
consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair<br />
value of any previous equity interest in the acquiree over (ii) the fair value of the identifi able net assets acquired.<br />
Goodwill on subsidiary companies is recognised separately as intangible assets and carried at cost less accumulated<br />
impairment losses.<br />
Goodwill on associated companies and joint ventures is included in the carrying amount of the investments.<br />
Gains and losses on the disposal of subsidiary and associated companies, and joint ventures include the carrying<br />
amount of goodwill relating to the entity sold.<br />
2.6 Borrowing costs<br />
Borrowing costs are recognised in the income statement using the effective interest method except for those<br />
costs that are directly attributable to the construction or development of properties. This includes those costs on<br />
borrowings acquired specifi cally for the construction or development of properties, as well as those in relation to<br />
general borrowings used to fi nance the construction or development of properties.<br />
The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less<br />
any investment income on temporary investment of these borrowings, are capitalised in the cost of the properties<br />
held for sale and investment properties. Borrowing costs on general borrowings are capitalised by applying a<br />
capitalisation rate to construction or development expenditures that are fi nanced by general borrowings.<br />
2.7 Properties held for sale<br />
Properties held for sale are those which are intended for sale in the ordinary course of business. Properties held for<br />
sale which are unsold are carried at the lower of cost and estimated net realisable value. Cost of properties held<br />
for sale includes <strong>land</strong>, construction and related development costs and interest on borrowings obtained to fi nance<br />
the purchase and construction of the properties. Net realisable value represents the estimated selling price in the<br />
ordinary course of business less costs to complete the development and selling expenses.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
55<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.7 Properties held for sale (continued)<br />
Singapore properties held for sale under the Normal Payment Scheme are stated at cost plus attributable profi ts/<br />
losses less progress billings. Progress billings not yet paid by customers are included within “trade and other<br />
receivables”. Where progress billings exceed costs incurred plus recognised profi ts (less recognised losses), the<br />
balance is shown as due to customers on development projects, under “trade and other payables”. When it is<br />
probable that the total development costs will exceed the total revenue, the expected loss is recognised as an<br />
expense immediately.<br />
Singapore properties held for sale under the Deferred Payment Scheme and overseas properties held for sale<br />
are stated at cost and payments received from purchasers prior to completion are included in current liabilities as<br />
“monies received in advance”.<br />
2.8 Investment properties<br />
Investment properties of the Group, principally comprising offi ce buildings, are held for long-term rental yields and<br />
capital appreciation. Investment properties include properties that are being constructed or developed for future<br />
use as investment properties.<br />
Investment properties are initially recognised at cost and subsequently carried at fair value, representing the<br />
open market value determined by independent professional valuers. Changes in fair values are recognised in the<br />
income statement.<br />
Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations<br />
and improvements is capitalised. The cost of maintenance, repairs and minor improvement is recognised in the<br />
income statement when incurred.<br />
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is<br />
recognised in the income statement.<br />
2.9 Investments in subsidiary and associated companies, and joint ventures<br />
Investments in subsidiary and associated companies, and joint ventures are carried at cost less accumulated<br />
impairment losses in the Company’s statement of fi nancial position. On disposal of such investments, the difference<br />
between disposal proceeds and the carrying amounts of the investments are recognised in the income statement.
56<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.10 Impairment of non-financial assets<br />
(a)<br />
Goodwill<br />
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is<br />
indication that the goodwill may be impaired.<br />
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generatingunits<br />
(“CGU”) expected to benefi t from synergies arising from the business combination.<br />
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the<br />
recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less<br />
cost to sell and value-in-use.<br />
The total impairment loss of a CGU is allocated fi rst to reduce the carrying amount of goodwill allocated to<br />
the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset<br />
in the CGU.<br />
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.<br />
(b)<br />
Intangible assets<br />
Property, plant and equipment<br />
Investments in subsidiary and associated companies, and joint ventures<br />
Intangible assets, property, plant and equipment and investments in subsidiary and associated companies,<br />
and joint ventures are tested for impairment whenever there is any objective evidence or indication that these<br />
assets may be impaired.<br />
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to<br />
sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash<br />
infl ows that are largely independent of those from other assets. If this is the case, the recoverable amount is<br />
determined for the CGU to which the asset belongs.<br />
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying<br />
amount of the asset (or CGU) is reduced to its recoverable amount.<br />
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in<br />
the income statement, unless the asset is carried at revalued amount, in which case, such impairment loss is<br />
treated as a revaluation decrease.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
57<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.10 Impairment of non-financial assets (continued)<br />
(b)<br />
Intangible assets<br />
Property, plant and equipment<br />
Investments in subsidiary and associated companies, and joint ventures (continued)<br />
An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the<br />
estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.<br />
The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount<br />
does not exceed the carrying amount that would have been determined (net of any accumulated amortisation<br />
or depreciation) had no impairment loss been recognised for the asset in prior years.<br />
A reversal of impairment loss for an asset other than goodwill is recognised in the income statement, unless<br />
the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.<br />
However, to the extent that an impairment loss on the same revalued asset was previously recognised as an<br />
expense, a reversal of that impairment is also recognised in the income statement.<br />
2.11 Financial assets<br />
(a)<br />
Classification<br />
The Group classifi es its fi nancial assets in the following categories: at fair value through profi t or loss, loans<br />
and receivables, held-to-maturity, and available-for-sale. The classifi cation depends on the nature of the<br />
asset and the purpose for which the assets were acquired. Management determines the classifi cation of its<br />
fi nancial assets at initial recognition and in the case of assets classifi ed as held-to-maturity, re-evaluates this<br />
designation at each statement of fi nancial position date.<br />
(i)<br />
Financial assets at fair value through profi t or loss<br />
This category has two sub-categories: fi nancial assets held for trading, and those designated at fair<br />
value through profi t or loss at inception. A fi nancial asset is classifi ed as held for trading if it is acquired<br />
principally for the purpose of selling in the short term. Financial assets designated as at fair value through<br />
profi t or loss at inception are those that are managed and their performances are evaluated on a fair value<br />
basis, in accordance with a documented Group investment strategy. Derivatives are also categorised<br />
as held for trading unless they are designated as hedges. Assets in this category are presented as<br />
current assets if they are either held for trading or are expected to be realised within 12 months after the<br />
statement of fi nancial position date.
58<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.11 Financial assets (continued)<br />
(a)<br />
Classification (continued)<br />
(ii)<br />
Loans and receivables<br />
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are<br />
not quoted in an active market. They are presented as current assets, except for those expected to be<br />
realised later than 12 months after the statement of fi nancial position date which are presented as noncurrent<br />
assets. Loans and receivables are presented as “trade and other receivables” and “cash and<br />
cash equivalents” on the statement of fi nancial position.<br />
(iii)<br />
Held-to-maturity fi nancial assets<br />
Held-to-maturity fi nancial assets are non-derivative fi nancial assets with fi xed or determinable payments<br />
and fi xed maturities that the Group’s management has the positive intention and ability to hold to maturity.<br />
If the Group were to sell other than an insignifi cant amount of held-to-maturity fi nancial assets, the whole<br />
category would be tainted and reclassifi ed as available-for-sale. They are presented as non-current<br />
assets, except for those maturing within 12 months after the statement of fi nancial position date which<br />
are presented as current assets.<br />
(iv)<br />
Available-for-sale fi nancial assets<br />
Available-for-sale fi nancial assets are non-derivatives that are either designated in this category or not<br />
classifi ed in any of the other categories. They are presented as non-current assets unless the investment<br />
matures or management intends to dispose of the assets within 12 months after the statement of<br />
fi nancial position date.<br />
(b)<br />
Recognition and derecognition<br />
Regular way purchases and sales of fi nancial assets are recognised on trade-date – the date on which the<br />
Group commits to purchase or sell the asset.<br />
Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired<br />
or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On<br />
disposal of a fi nancial asset, the difference between the carrying amount and the sale proceeds is recognised<br />
in the income statement. Any amount previously recognised in other comprehensive income relating to that<br />
asset is reclassifi ed to the income statement.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
59<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.11 Financial assets (continued)<br />
(c)<br />
Initial measurement<br />
Financial assets are initially recognised at fair value plus transaction costs except for fi nancial assets at fair<br />
value through profi t or loss, which are recognised at fair value. Transaction costs for fi nancial assets at fair<br />
value through profi t and loss are recognised immediately as expenses.<br />
(d)<br />
Subsequent measurement<br />
Available-for-sale fi nancial assets and fi nancial assets at fair value through profi t or loss are subsequently<br />
carried at fair value. Loans and receivables and held-to-maturity fi nancial assets are subsequently carried at<br />
amortised cost using the effective interest method.<br />
Changes in the fair values of fi nancial assets at fair value through profi t or loss including the effects of currency<br />
translation, interest and dividends, are recognised in the income statement when the changes arise.<br />
Interest and dividend income on available-for-sale fi nancial assets are recognised separately in income<br />
statement. Changes in the fair values of available-for-sale debt securities (i.e. monetary items) denominated<br />
in foreign currencies are analysed into currency translation differences on the amortised cost of the securities<br />
and other changes; the currency translation differences are recognised in the income statement and the<br />
other changes are recognised in other comprehensive income and accumulated in the fair value reserve.<br />
Changes in fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in<br />
other comprehensive income and accumulated in the fair value reserve, together with the related<br />
currency translation differences.<br />
(e)<br />
Impairment<br />
The Group assesses at each statement of fi nancial position date whether there is objective evidence that a<br />
fi nancial asset or a group of fi nancial assets is impaired and recognises an allowance for impairment when<br />
such evidence exists.<br />
(i)<br />
Loans and receivables / Held-to-maturity fi nancial assets<br />
Signifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy and default<br />
or signifi cant delay in payments are objective evidence that these fi nancial assets are impaired.<br />
The carrying amount of these assets is reduced through the use of an impairment allowance account<br />
which is calculated as the difference between the carrying amount and the present value of estimated<br />
future cash fl ows, discounted at the original effective interest rate. When the asset becomes uncollectible,<br />
it is written off against the allowance account. Subsequent recoveries of amounts previously written off<br />
are recognised against the same line item in the income statement.
60<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.11 Financial assets (continued)<br />
(e)<br />
Impairment (continued)<br />
(i)<br />
Loans and receivables / Held-to-maturity fi nancial assets (continued)<br />
The impairment allowance is reduced through the income statement in a subsequent period when<br />
the amount of impairment loss decreases and the related decrease can be objectively measured. The<br />
carrying amount of the asset previously impaired is increased to the extent that the new carrying amount<br />
does not exceed the amortised cost had no impairment been recognised in prior periods.<br />
(ii)<br />
Available-for-sale fi nancial assets<br />
In addition to the objective evidence of impairment described in note 2.11(e)(i), a signifi cant or prolonged<br />
decline in the fair value of an equity security below its cost is considered as an indicator that the availablefor-sale<br />
fi nancial asset is impaired.<br />
If any evidence of impairment exists, the cumulative loss that was previously recognised in other<br />
comprehensive income is reclassifi ed to the income statement. The cumulative loss is measured as<br />
the difference between the acquisition cost (net of any principal repayments and amortisation) and the<br />
current fair value, less any impairment loss previously recognised as an expense. The impairment losses<br />
recognised as an expense on equity securities are not reversed through the income statement.<br />
(f)<br />
Offsetting financial instruments<br />
Financial assets and liabilities are offset and the net amount reported in the statement of fi nancial position<br />
when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the<br />
asset and settle the liability simultaneously.<br />
2.12 Borrowings<br />
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement<br />
for at least 12 months after the statement of financial position date, in which case they are presented as<br />
non-current liabilities.<br />
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised<br />
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the<br />
income statement over the period of the borrowings using the effective interest method.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
61<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.13 Trade and other payables<br />
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the<br />
fi nancial year which are unpaid. They are classifi ed as current liabilities if payment is due within one year or less<br />
(or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.<br />
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the<br />
effective interest method.<br />
2.14 Fair value estimation of financial assets and liabilities<br />
The fair values of fi nancial instruments traded in active markets (such as exchange-traded and over-the-counter<br />
securities and derivatives) are based on quoted market prices at the statement of fi nancial position date. The<br />
quoted market prices used for fi nancial assets are the current bid prices; the appropriate quoted market prices<br />
used for fi nancial liabilities are the current asking prices.<br />
The fair values of fi nancial instruments that are not traded in an active market are determined by using valuation<br />
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions<br />
existing at each statement of fi nancial position date. Where appropriate, quoted market prices or dealer quotes<br />
for similar instruments are used. Valuation techniques, such as discounted cash fl ows analysis, are also used to<br />
determine the fair values of the fi nancial instruments.<br />
The fair values of current fi nancial assets and liabilities carried at amortised cost approximate their carrying amounts.<br />
2.15 Leases<br />
(a)<br />
Operating leases – when the Group is the lessee<br />
Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are<br />
classifi ed as operating leases. Payments made under operating leases (net of any incentives received from<br />
the lessors) are recognised in the income statement on a straight-line basis over the period of the lease.<br />
(b)<br />
Operating leases – when the Group is the lessor<br />
Leases of investment properties where the Group retains substantially all risks and rewards incidental to<br />
ownership are classifi ed as operating leases. Rental income from operating leases (net of any incentives given<br />
to the lessees) is recognised in the income statement on a straight-line basis over the lease term.<br />
Contingent rents are recognised as income in the income statement when earned.
62<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.16 Inventories<br />
Inventories are carried at the lower of cost and net realisable value. Cost is determined on a weighted average<br />
basis and includes all costs in bringing the inventories to their present location and condition. Net realisable value<br />
is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling<br />
expenses.<br />
2.17 Income taxes<br />
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered<br />
from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the<br />
statement of fi nancial position date.<br />
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities<br />
and their carrying amounts in the fi nancial statements except when the deferred income tax arises from the initial<br />
recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither<br />
accounting nor taxable profi t or loss at the time of the transaction.<br />
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary and<br />
associated companies, and joint ventures, except where the Group is able to control the timing of the reversal of<br />
the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.<br />
A deferred income tax asset is recognised to the extent that it is probable that future taxable profi t will be available<br />
against which the deductible temporary differences and tax losses can be utilised.<br />
Deferred income tax is measured:<br />
(i)<br />
(ii)<br />
at the tax rates that are expected to apply when the related deferred income tax asset is realised or the<br />
deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively<br />
enacted by the statement of fi nancial position date; and<br />
based on the tax consequence that will follow from the manner in which the Group expects, at the statement<br />
of fi nancial position date, to recover or settle the carrying amounts of its assets and liabilities except for<br />
investment properties. Investment property measured at fair value is presumed to be recovered entirely<br />
through sale.<br />
Current and deferred income taxes are recognised as income or expense in the income statement, except to<br />
the extent that the tax arises from a business combination or a transaction which is recognised directly in equity.<br />
Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
63<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.18 Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,<br />
it is more likely than not that an outfl ow of resources will be required to settle the obligation and the amount has<br />
been reliably estimated.<br />
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation<br />
using a pre-tax discount rate that refl ects the current market assessment of the time value of money and<br />
the risks specifi c to the obligation. The increase in the provision due to the passage of time is recognised as<br />
fi nance expense.<br />
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the income<br />
statement when the changes arise.<br />
2.19 Employee compensation<br />
Defi ned contribution plans are post-employment benefi t plans under which the Group pays fi xed contributions<br />
into separate entities such as the Central Provident Fund. The Group has no further payment obligations once the<br />
contributions have been paid. The Group’s contributions are recognised as employee compensation expense when<br />
they are due.<br />
2.20 Currency translation<br />
(a)<br />
Functional and presentation currency<br />
Items included in the fi nancial statements of each entity in the Group are measured using the currency of the<br />
primary economic environment in which the entity operates (“functional currency”). The fi nancial statements<br />
are presented in Singapore Dollars, which is the functional currency of the Company.<br />
(b)<br />
Transactions and balances<br />
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the<br />
functional currency using the exchange rates at the dates of the transactions. Currency translation differences<br />
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities<br />
denominated in foreign currencies at the closing rates at the statement of fi nancial position date are recognised<br />
in the income statement. However, in the consolidated fi nancial statements, currency translation differences<br />
arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net<br />
investment hedges and net investment in foreign operations, are recognised in other comprehensive income<br />
and accumulated in the currency translation reserve.
64<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.20 Currency translation (continued)<br />
(b)<br />
Transactions and balances (continued)<br />
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation<br />
is repaid, a proportionate share of the accumulated currency translation differences is reclassifi ed to income<br />
statement, as part of the gain or loss on disposal.<br />
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at<br />
the date when the fair values are determined.<br />
(c)<br />
Translation of Group entities’ financial statements<br />
The results and fi nancial position of all the Group entities (none of which has the currency of a hyperinfl ationary<br />
economy) that have a functional currency different from the presentation currency are translated into the<br />
presentation currency as follows:<br />
(i)<br />
(ii)<br />
(iii)<br />
assets and liabilities are translated at the closing exchange rates at the date of the statement of<br />
fi nancial position;<br />
income and expenses are translated at average exchange rates (unless the average is not a reasonable<br />
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case<br />
income and expenses are translated using the exchange rates at the dates of the transactions); and<br />
all resulting currency translation differences are recognised in other comprehensive income and<br />
accumulated in the currency translation reserve. These currency translation differences are reclassifi ed<br />
to the income statement on disposal or partial disposal of the entity giving rise to such reserve.<br />
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets<br />
and liabilities of the foreign operations and translated at the closing rates at the date of the statement of<br />
fi nancial position.<br />
2.21 Segment reporting<br />
Operating segments are reported in a manner consistent with the internal reporting provided to the management<br />
who are responsible for allocating resources and assessing performance of the operating segments.<br />
2.22 Cash and cash equivalents<br />
For the purpose of presentation in the consolidated statement of cash fl ows, cash and cash equivalents include<br />
cash on hand, deposits with fi nancial institutions which are subject to an insignifi cant risk of change in value, and<br />
bank overdrafts. Bank overdrafts are presented as current borrowings on the statement of fi nancial position.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
65<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
2.23 Share capital<br />
Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issuance of new ordinary<br />
shares are deducted against the share capital account.<br />
2.24 Dividends to Company’s shareholders<br />
Dividends to Company’s shareholders are recognised when the dividends are approved for payment.<br />
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS<br />
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and<br />
other factors, including expectations of future events that are believed to be reasonable under the circumstances.<br />
The Group on its own or in reliance on third party experts, applies estimates and judgements in the following<br />
key areas:<br />
(i)<br />
(ii)<br />
(iii)<br />
the determination of investment property values by independent professional valuers (note 2.8). The carrying<br />
amount of investment properties is disclosed in note 16;<br />
the assessment of the stage of completion, extent of the construction costs incurred and the estimated total<br />
construction costs of properties held for sale under development (note 2.2(b)) and allowance for foreseeable<br />
losses (note 2.7). The carrying amount of properties held for sale under development is disclosed in note 19;<br />
the assessment of impairment of investments in associated companies and joint ventures, property, plant<br />
and equipment (note 2.10). The carrying amounts of invesments in associated companies and joint ventures,<br />
property, plant and equipment are disclosed in notes 13, 14 and 17 respectively; and<br />
(iv)<br />
the assessment of adequacy of provision for income taxes (note 2.17). The carrying amounts of current<br />
income tax and deferred income tax are disclosed in notes 8 and 23 respectively.<br />
4. REVENUE<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Gross rental income 236,829 236,978<br />
Gross revenue from hotel operations 65,540 121,292<br />
Sale of properties held for sale 269,717 250,678<br />
Car parking income and property services fees 8,516 6,348<br />
580,602 615,296
66<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
5. COST OF SALES<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Property operating expenses 58,498 57,568<br />
Cost of sales from hotel operations 65,803 80,069<br />
Cost of properties held for sale sold 198,631 196,789<br />
322,932 334,426<br />
6. INVESTMENT INCOME<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Interest income from:<br />
- Bank deposits 287 39<br />
- Amount due from an associated company 22 22<br />
- Amounts due from joint ventures 1,844 909<br />
- Others 261 284<br />
2,414 1,254<br />
Dividend income from unquoted equity investments 2,229 1,665<br />
4,643 2,919
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
67<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
7. PROFIT BEFORE INCOME TAX<br />
The following items have been included in arriving at profi t before income tax:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Charging/(Crediting):<br />
Auditors’ remuneration paid/payable to:<br />
- Auditor of the Company 399 377<br />
- Other auditor * 21 19<br />
Other fees paid/payable to auditor of the Company 222 200<br />
Wages, salaries and other payroll-related costs 34,654 39,568<br />
Employer’s contribution to defi ned contribution plans 3,892 3,905<br />
Total employee compensation 38,546 43,473<br />
Rental expense – operating leases 258 522<br />
Loss on disposal of property, plant and equipment 358 62<br />
Depreciation of property, plant and equipment 16,674 15,228<br />
Foreign exchange (gain)/loss – net (23) 136<br />
Property tax 21,286 19,432<br />
Utilities 15,384 15,233<br />
Interest expense on loans 2,056 1,642<br />
Cost of inventories recognised as an expense 8,630 12,589<br />
* Includes the network of member fi rms of PricewaterhouseCoopers International Limited
68<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
8. INCOME TAXES<br />
(a)<br />
Income tax expense<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Tax expense/(credit) attributable to profi t is made up of:<br />
- Current income tax (note (b)) 54,129 38,087<br />
- Deferred income tax (note 23) (12,799) 7,473<br />
41,330 45,560<br />
(Over)/Underprovision in prior fi nancial years<br />
- Current income tax (note (b)) (671) (4,949)<br />
- Deferred income tax (note 23) (3,667) 473<br />
(4,338) (4,476)<br />
36,992 41,084<br />
The tax expense on the Group’s profi t before tax differs from the theoretical amount that would arise using the<br />
Singapore standard rate of income tax as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Profi t before income tax 493,682 446,929<br />
Less: Share of results of associated companies (88,957) (61,361)<br />
Less: Share of results of joint ventures - 500<br />
404,725 386,068<br />
Tax calculated at a statutory tax rate of 17% 68,803 65,632<br />
Effects of:<br />
- Different tax rates in other countries 633 -<br />
- Singapore statutory tax exemption (303) (294)<br />
- Tax incentives (642) -<br />
- Expenses not deductible for tax purposes 2,513 2,328<br />
- Income not subject to tax (29,247) (22,402)<br />
- Utilisation of previously unrecognised deferred income tax assets (693) -<br />
- Deferred income tax assets not recognised 266 296<br />
Tax expense 41,330 45,560
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
69<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
8. INCOME TAXES (continued)<br />
(b)<br />
Movements in current income tax liabilities<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Beginning of fi nancial year 41,423 41,145 1,578 1,261<br />
Income tax paid (37,044) (32,860) (131) (121)<br />
Tax expense (note (a)) 54,129 38,087 583 438<br />
Overprovision in prior fi nancial years (note (a)) (671) (4,949) - -<br />
End of fi nancial year 57,837 41,423 2,030 1,578<br />
(c) There is no tax charge relating to the components of other comprehensive income.<br />
9. NET ATTRIBUTABLE PROFIT<br />
The net profi t attributable to equity holders of the Company can be analysed as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
(restated)<br />
Net profi t before fair value gain on investment properties (note 10) 218,649 214,781<br />
Fair value gain on investment properties held by subsidiary and<br />
associated companies net of non-controlling interests included in:<br />
- Fair value gain on investment properties 165,373 126,372<br />
- Share of results of associated companies 45,597 20,255<br />
- Non-controlling interests (22,515) (7,816)<br />
188,455 138,811<br />
Net attributable profi t 407,104 353,592
70<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
10. EARNINGS PER SHARE<br />
Basic earnings per share is calculated by dividing the net profi t attributable to equity holders of the Company by the<br />
weighted average number of ordinary shares in issue during the fi nancial year.<br />
Diluted earnings per share amounts are calculated by dividing the net profi t attributable to equity holders of the<br />
Company by the weighted average number of ordinary shares outstanding during the year plus the weighted<br />
average number of ordinary shares that would be issued on the conversion of all dilutive potential shares into<br />
ordinary shares.<br />
The Group<br />
<strong>2012</strong> 2011<br />
(restated)<br />
Net profi t attributable to equity holders of the Company ($’000) 407,104 353,592<br />
Weighted average number of ordinary shares in issue for basic<br />
earnings per share (’000) 412,478 412,478<br />
Basic earnings per share (cents per share)<br />
- excluding fair value gain on investment properties held by subsidiary<br />
and associated companies (note 9) 53.0 cents 52.1 cents<br />
- including fair value gain on investment properties held by subsidiary<br />
and associated companies 98.7 cents 85.7 cents<br />
Diluted earnings per share is the same as basic earnings per share as the Company has not issued any options or<br />
warrants which would have a dilutive effect on earnings per share when exercised.<br />
11. OTHER RECEIVABLES<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Amounts due from:<br />
- associated companies (note (a)) 4,289 5,667 - -<br />
- joint ventures (note (b)) 151,808 72,152 - -<br />
- subsidiary companies (note (c)) - - 468,253 348,487<br />
Less: Allowance for impairment<br />
in value of receivables - - (6,537) (6,537)<br />
- - 461,716 341,950<br />
Others 345 345 245 245<br />
156,442 78,164 461,961 342,195
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
71<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
11. OTHER RECEIVABLES (continued)<br />
(a)<br />
Amounts due from associated companies<br />
The amounts due from associated companies for the Group are unsecured, not repayable within the next<br />
12 months and are interest-free except for amounts totalling $771,000 (2011: $749,000) which are interestbearing<br />
at fl oating rate. At the statement of fi nancial position date, the carrying amounts of amounts due from<br />
associated companies approximate their fair values.<br />
(b)<br />
Amounts due from joint ventures<br />
The amounts due from joint ventures for the Group are subordinated to the borrowings of the joint ventures,<br />
not repayable within the next 12 months and are interest-bearing at fl oating rate. At the statement of fi nancial<br />
position date, the carrying amounts of amounts due from joint ventures approximate their fair values.<br />
(c)<br />
Amounts due from subsidiary companies<br />
The amounts due from subsidiary companies are unsecured, not repayable within the next 12 months and<br />
are interest-bearing except for an amount of $6,537,000 (2011: $6,537,000) which is interest-free and an<br />
amount of $82,903,000 (2011: $82,903,000) that is subordinated to the borrowings of a subsidiary company.<br />
At the statement of fi nancial position date, the carrying amounts of amounts due from subsidiary companies<br />
approximate their fair values. Interest is charged on amounts due from certain subsidiary companies and is<br />
based on interest incurred by the Company in respect of bank loans obtained on behalf of these subsidiary<br />
companies.<br />
12. AVAILABLE-FOR-SALE FINANCIAL ASSETS<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Unquoted equity investments 12,045 12,045
72<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
13. INVESTMENTS IN ASSOCIATED COMPANIES<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 2010 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000 $’000<br />
(restated) (restated)<br />
Unquoted equity investments, at cost 309,441 309,441 200,090 350 350<br />
Share of post acquisition reserves 302,253 246,643 223,078 - -<br />
611,694 556,084 423,168 350 350<br />
The restated summarised fi nancial information of associated companies, not adjusted for the proportionate<br />
ownership interest held by the Group, is as follows:<br />
The Group<br />
<strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000<br />
- Assets 2,316,662 2,163,270 1,756,374<br />
- Liabilities 415,702 493,676 542,710<br />
- Revenues 292,599 277,153 517,069<br />
- Net profi t 310,974 178,835 222,722<br />
Details of associated companies are included in note 34.<br />
14. I NVESTMENTS IN JOINT VENTURES<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Unquoted equity investments, at cost 500 500<br />
Share of post acquisition reserves (500) (500)<br />
- -
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
73<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
14. I NVESTMENTS IN JOINT VENTURES (continued)<br />
The summarised fi nancial information of joint ventures, based on the proportionate ownership interest held by the<br />
Group, is as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
- Assets 303,017 174,623<br />
- Liabilities 303,017 174,623<br />
- Revenues 54,759 -<br />
- Net loss - 500<br />
The Company has provided several undertakings on cost overrun, interest shortfall, security margin and project<br />
completion on a joint venture basis in respect of term loans drawn down by the joint ventures. As at 31 December<br />
<strong>2012</strong>, the total outstanding term loans was $289,000,000 (2011: $195,000,000).<br />
Details of joint ventures are included in note 34.<br />
15. INVESTMENTS IN SUBSIDIARY COMPANIES<br />
The Company<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Unquoted equity investments, at cost 978,488 978,488<br />
Less: Allowance for impairment in value of investments (6,046) (6,046)<br />
972,442 972,442<br />
Details of subsidiary companies are included in note 34.<br />
16. INVESTMENT PROPERTIES<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Completed leasehold properties, at valuation:<br />
Beginning of fi nancial year 4,486,400 4,350,000<br />
Upgrading 10,027 10,028<br />
Fair value gain 165,373 126,372<br />
End of fi nancial year 4,661,800 4,486,400
74<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
16. INVESTMENT PROPERTIES (continued)<br />
The Group’s completed investment properties consist of the following:<br />
Unexpired<br />
Name of building/location Description Tenure of <strong>land</strong> term of lease<br />
Singapore Land Tower 47-storey offi ce building on a <strong>land</strong> 999-year 813 years<br />
50 Raffl es Place area of 5,064 square metres. The lease from 1826<br />
Singapore 048623<br />
net area in this building is<br />
57,500 square metres.<br />
Clifford Centre 29-storey shopping cum offi ce 999-year 813 years<br />
24 Raffl es Place building on a <strong>land</strong> area of 3,343 lease from 1826<br />
Singapore 048621<br />
square metres. The net area in this<br />
building is 25,470 square metres.<br />
The Gateway Two 37-storey offi ce buildings on a 99-year 69 years<br />
150/152 Beach Road <strong>land</strong> area of 22,381 square metres. lease from 1982<br />
Singapore 189720/1<br />
The net area in these buildings is<br />
69,803 square metres.<br />
SGX Centre 2 29-storey offi ce building on a <strong>land</strong> 99-year 82 years<br />
4 Shenton Way area of 2,970 square metres. The lease from 1995<br />
Singapore 068807<br />
net area in this building (inclusive<br />
of 3,336 square metres in SGX<br />
Centre 1) is 25,800 square metres.<br />
Abacus Plaza 8-storey offi ce building on a <strong>land</strong> area 99-year 83 years<br />
3 Tampines Central 1 of 2,614 square metres. The net area lease from 1996<br />
Singapore 529540<br />
in this building is 8,397 square metres.<br />
Tampines Plaza 8-storey offi ce building on a <strong>land</strong> area 99-year 83 years<br />
5 Tampines Central 1 of 2,613 square metres. The net area lease from 1996<br />
Singapore 529541<br />
in this building is 8,397 square metres.<br />
Marina Square Retail Mall 4-storey retail mall with a retail 99-year 67 years<br />
6 Raffl es Boulevard underpass. The net area in this lease from 1980<br />
Singapore 039594<br />
building is 61,954 square metres.<br />
Marina Bayfront 6-storey offi ce building. The net 99-year 67 years<br />
2 Raffl es Link area in this building is 7,214 lease from 1980<br />
Singapore 039392<br />
square metres.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
75<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
16. INVESTMENT PROPERTIES (continued)<br />
Marina Square Retail Mall and Marina Bayfront are components of an integrated commercial complex known as<br />
Marina Square.<br />
Investment properties are carried at fair values at the statement of fi nancial position date as determined by<br />
independent professional valuers. Valuations are made based on the properties’ highest-and-best use using various<br />
valuation methods such as Direct Market Comparison Method and Income Method. In determining the fair value,<br />
the valuers have used valuation techniques which involve certain estimates. Key assumptions used in determining<br />
the fair value of the investment properties include capitalisation rates and estimated rental rates.<br />
Investment properties are leased to non-related parties under operating leases (note 27(c)).<br />
17. PROPERTY, PLANT AND EQUIPMENT<br />
Furniture,<br />
Leasehold<br />
fittings<br />
<strong>land</strong> and Plant and and office Motor Renovations<br />
building machinery equipment vehicles in progress Total<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
<strong>2012</strong><br />
Cost<br />
Beginning of fi nancial year 355,031 10,897 56,836 201 2,462 425,427<br />
Additions - 1,352 943 3 89,958 92,256<br />
Transfer in/(out) - 12,094 80,080 - (92,174) -<br />
Disposals (289) (52) (16,939) - - (17,280)<br />
End of fi nancial year 354,742 24,291 120,920 204 246 500,403<br />
Accumulated depreciation<br />
Beginning of fi nancial year 23,283 2,686 30,305 195 - 56,469<br />
Depreciation charge 4,896 897 10,872 9 - 16,674<br />
Disposals (21) - (16,853) - - (16,874)<br />
End of fi nancial year 28,158 3,583 24,324 204 - 56,269<br />
Net book value<br />
End of financial year 326,584 20,708 96,596 - 246 444,134
76<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
17. PROPERTY, PLANT AND EQUIPMENT (continued)<br />
Furniture,<br />
Leasehold<br />
fittings<br />
<strong>land</strong> and Plant and and office Motor Renovations<br />
building machinery equipment vehicles in progress Total<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
The Group<br />
2011<br />
Cost<br />
Beginning of fi nancial year 355,031 12,453 57,864 201 156 425,705<br />
Additions - - 577 - 2,647 3,224<br />
Transfer in/(out) - 65 276 - (341) -<br />
Disposals - (1,621) (1,881) - - (3,502)<br />
End of fi nancial year 355,031 10,897 56,836 201 2,462 425,427<br />
Accumulated depreciation<br />
Beginning of fi nancial year 18,385 3,677 22,428 176 - 44,666<br />
Depreciation charge 4,898 630 9,681 19 - 15,228<br />
Disposals - (1,621) (1,804) - - (3,425)<br />
End of fi nancial year 23,283 2,686 30,305 195 - 56,469<br />
Net book value<br />
End of financial year 331,748 8,211 26,531 6 2,462 368,958
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
77<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
18. CASH AND CASH EQUIVALENTS<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Cash at bank and on hand 52,624 31,311 206 243<br />
Short-term bank deposits 11,721 34,495 - -<br />
64,345 65,806 206 243<br />
Included in cash and cash equivalents of the Group, are amounts of $6,349,000 (2011: $3,947,000) maintained<br />
in the Project Accounts. The funds in the Project Accounts can only be applied in accordance with Housing<br />
Developers (Project Account) Rules (1997 Ed.).<br />
For the purpose of presenting the consolidated statement of cash fl ows, cash and cash equivalents comprise<br />
the following:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Cash and cash equivalents (as above) 64,345 65,806<br />
Less: Bank deposits pledged (5,570) -<br />
Cash and cash equivalents per consolidated statement of cash fl ows 58,775 65,806<br />
Bank deposits are pledged as security for certain borrowing (note 22(b)(ii)).<br />
19. PROPERTIES HELD FOR SALE<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Properties held for sale accounted for using the completion of construction method 90,064 138,308<br />
Properties held for sale accounted for using the percentage of completion method 329,606 285,595<br />
419,670 423,903
78<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
19. PROPERTIES HELD FOR SALE (continued)<br />
Properties held for sale accounted for using percentage of completion method can be analysed as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Cost 329,606 520,134<br />
Add: Development profi ts recognised on percentage of completion method - 83,849<br />
Less: Progress billings - (318,388)<br />
329,606 285,595<br />
Progress billings relating to properties held for sale sold but accounted for using the completion of construction<br />
method has been classifi ed as “monies received in advance” under current trade and other payables.<br />
Borrowing costs of $2,847,000 (2011: $2,236,000), were capitalised during the fi nancial year. A capitalisation rate<br />
of 1.0% to 1.7% (2011: 0.8% to 7.2%) per annum was used in <strong>2012</strong>, representing the borrowing costs of the loans<br />
used to fi nance the projects.<br />
Details of the Group’s properties held for sale are as follows:<br />
Percentage of<br />
completion at<br />
31.12.<strong>2012</strong>/ Site area/ Group’s<br />
Expected year Gross floor effective<br />
Property Title of completion area (sqm) interest %<br />
The Excellency (Chengdu) Leasehold 100%/<strong>2012</strong> 7,566/77,000 100<br />
The Trizon Freehold 100%/<strong>2012</strong> 18,153/38,122 100<br />
Mon Jervois Leasehold Nil/2016 8,958/12,542 100<br />
Development site at Farrer Drive Leasehold Nil/2016 6,268/10,030 100<br />
Development site at Alexandra View Leasehold Nil/2017 6,501/31,857 100
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
79<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
20. TRADE AND OTHER RECEIVABLES<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Trade receivables 16,916 17,224 - -<br />
Less: Allowance for impairment<br />
of receivables (977) (1,298) - -<br />
15,939 15,926 - -<br />
Accrued receivables 49,751 -<br />
Deposits 544 180 235 209<br />
Prepaid taxes 2,200 8,166 - -<br />
Prepayments 547 12,167 - -<br />
Other receivables 5,469 3,793 - -<br />
74,450 40,232 235 209<br />
Accrued receivables represent the balance of sales consideration to be billed for properties held for sale that has<br />
obtained Temporary Occupation Permit.<br />
21. TRADE AND OTHER PAYABLES<br />
(a)<br />
(b)<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Current<br />
Monies received in advance 33,913 106,367 - -<br />
Rental deposits 20,513 19,077 - -<br />
Trade payables 24,703 40,763 - -<br />
Other payables 6,442 8,929 465 489<br />
Accrued operating expenses 53,434 36,947 605 563<br />
139,005 212,083 1,070 1,052<br />
Non-current<br />
Rental deposits 43,295 45,703 - -<br />
Amounts due to subsidiary companies - - 225,679 66,145<br />
43,295 45,703 225,679 66,145<br />
The amounts due to subsidiary companies are unsecured, not repayable within the next 12 months and are interestfree.<br />
At the statement of fi nancial position date, the carrying amounts of non-current trade and other payables<br />
approximate their fair values.
80<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
22. BORROWINGS<br />
(a)<br />
(b)<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Note $’000 $’000 $’000 $’000<br />
Current<br />
Short-term bank loans (unsecured) (i) 135,400 232,700 135,400 180,000<br />
Term loan (secured) (ii) 2,621 - -<br />
Revolving credit loans (unsecured) (iii) - 4,000 - -<br />
138,021 236,700 135,400 180,000<br />
Non-current<br />
Term loans (secured) (ii) 160,000 - - -<br />
Term loan (secured) (iv) 30,000 30,000 - -<br />
Revolving credit loans (secured) (iv) 74,000 - - -<br />
264,000 30,000 - -<br />
Total borrowings 402,021 266,700 135,400 180,000<br />
(i)<br />
(ii)<br />
The unsecured short-term loans are drawn under various uncommitted fl oating rate revolving credit<br />
facilities.<br />
The term loans are secured by way of legal mortgages over certain property development projects<br />
with carrying amounts of $250,882,000 (2011: Nil) and deposits pledged (note 18).<br />
In respect of the non-current term loans of $160,000,000 (2011: Nil), the Company has provided several<br />
undertakings on cost overrun, interest shortfall, security margin and project completion.<br />
(iii)<br />
(iv)<br />
In 2011, the revolving credit loans taken by a subsidiary company was obtained by way of a negative<br />
pledge over all the assets of the subsidiary company.<br />
The term loan and revolving credit loans are secured by way of an open debenture and legal mortgages over<br />
certain property, plant and equipment of a subsidiary company with carrying amounts of $443,197,000<br />
(2011: $368,369,000). The amounts advanced under the revolving credit facilities are included as<br />
non-current liabilities as the Group has the discretion to rollover the facilities for at least 12 months<br />
after the statement of fi nancial position date. For the purposes of liquidity risk disclosure (note 28(c)),<br />
the revolving credit facilities has been classifi ed as current as the disclosure is based on actual<br />
contractual drawdowns to be repaid within a year.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
81<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
22. BORROWINGS (continued)<br />
(c)<br />
Carrying amounts and fair values<br />
The carrying amounts of non-current borrowings approximate their fair values. The fair values are based on<br />
discounted cash fl ows using a discount rate of 1.1% to 6.7% (2011: 1.0% to 1.6%) based upon the prevailing<br />
market rates.<br />
The exposure of the borrowings of the Group and of the Company to interest rate changes and the contractual<br />
repricing dates at the statement of fi nancial position dates are as follows:<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
6 months or less 402,021 236,700 135,400 180,000<br />
6 – 12 months - 30,000 - -<br />
402,021 266,700 135,400 180,000<br />
23. DEFERRED INCOME TAXES<br />
The Group<br />
<strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000<br />
(restated) (restated)<br />
Deferred income tax liabilities:<br />
- to be settled within 1 year - 11,504 -<br />
- to be settled after 1 year 46,588 51,550 55,108<br />
46,588 63,054 55,108<br />
The movement in the deferred income tax account is as follows:<br />
The Group<br />
<strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000<br />
(restated) (restated)<br />
Beginning of fi nancial year<br />
- as previously reported 497,489 468,060 371,268<br />
- effect of adopting FRS 12 (434,435) (412,952) (323,813)<br />
Beginning of fi nancial year, as restated 63,054 55,108 47,455<br />
(Credited)/Charged to income statement (note 8(a)) (12,799) 7,473 2,967<br />
(Over)/Underprovision in prior fi nancial years (note 8(a)) (3,667) 473 4,686<br />
End of fi nancial year 46,588 63,054 55,108
82<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
23. DEFERRED INCOME TAXES (continued)<br />
The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax<br />
jurisdiction) during the fi nancial year are as follows:<br />
The Group<br />
Deferred income tax liabilities<br />
Deferred Fair Accelerated<br />
development value tax<br />
profits gain depreciation Total<br />
$’000 $’000 $’000 $’000<br />
<strong>2012</strong><br />
Beginning of fi nancial year<br />
- as previously reported 11,504 460,135 25,850 497,489<br />
- effect of adopting FRS 12 - (434,435) - (434,435)<br />
Beginning of fi nancial year, as restated 11,504 25,700 25,850 63,054<br />
Credited to income statement (11,504) (420) (875) (12,799)<br />
Overprovision in prior fi nancial years - - (3,667) (3,667)<br />
End of fi nancial year - 25,280 21,308 46,588<br />
2011 (restated)<br />
Beginning of fi nancial year<br />
- as previously reported 3,049 439,072 25,939 468,060<br />
- effect of adopting FRS 12 - (412,952) - (412,952)<br />
Beginning of fi nancial year, as restated 3,049 26,120 25,939 55,108<br />
Charged/(Credited) to income statement 8,455 (420) (562) 7,473<br />
Underprovision in prior fi nancial years - - 473 473<br />
End of fi nancial year 11,504 25,700 25,850 63,054<br />
2010 (restated)<br />
Beginning of fi nancial year<br />
- as previously reported - 351,508 19,760 371,268<br />
- effect of adopting FRS 12 - (323,813) - (323,813)<br />
Beginning of fi nancial year, as restated - 27,695 19,760 47,455<br />
Charged/(Credited) to income statement 3,049 (420) 338 2,967<br />
(Over)/Underprovision in prior fi nancial years - (1,155) 5,841 4,686<br />
End of fi nancial year 3,049 26,120 25,939 55,108
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
83<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
24. SHARE CAPITAL<br />
The Group and the Company<br />
<strong>2012</strong> 2011<br />
No. of<br />
No. of<br />
ordinary<br />
ordinary<br />
shares Amount shares Amount<br />
’000 $’000 ’000 $’000<br />
Beginning and end of fi nancial year 412,478 840,349 412,478 840,349<br />
All issued shares are fully paid. There is no par value for these ordinary shares.<br />
25. DIVIDENDS<br />
The Group and the<br />
Company<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Final tax-exempt (one-tier) dividend paid in respect of the<br />
previous fi nancial year of 20 cents per share (2011: 20 cents per share) 82,496 82,496<br />
At the <strong>Annual</strong> General Meeting to be held on 26 April 2013, a fi nal tax-exempt (one-tier) dividend of 20 cents per<br />
share amounting to $82,496,000 will be recommended. The amount will be accounted for in shareholders’ equity<br />
as an appropriation of retained earnings in the fi nancial year ending 31 December 2013.<br />
26. RETAINED EARNINGS<br />
(a)<br />
(b)<br />
Retained earnings of the Group included accumulated fair value gains on investment properties held<br />
by subsidiary and associated companies net of non-controlling interests amounting to $2,652,408,000<br />
(restated 2011: $2,463,953,000).<br />
Movement in retained earnings for the Company is as follows:<br />
The Company<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Beginning of fi nancial year 226,315 223,426<br />
Total comprehensive income – net profi t 86,847 85,385<br />
Dividends paid (note 25) (82,496) (82,496)<br />
End of fi nancial year 230,666 226,315
84<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
27. COMMITMENTS<br />
(a)<br />
Capital commitments<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Capital expenditure contracted for but not recognised<br />
in the fi nancial statements in respect of:<br />
- investment properties 14,638 1,838<br />
- property, plant and equipment - 1,664<br />
14,638 3,502<br />
(b)<br />
Operating lease commitments - where the Group is a lessee<br />
The Group leases certain space under non-cancellable operating lease agreements. The leases have varying<br />
terms, escalation clauses and renewal rights.<br />
The future minimum lease payables under non-cancellable operating leases contracted for at the statement<br />
of fi nancial position date but not recognised as liabilities, are as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Not later than 1 year 291 319<br />
Between 1 and 5 years 282 563<br />
573 882<br />
(c)<br />
Operating lease commitments - where the Group is a lessor<br />
The Group has entered into commercial property leases on its investment property portfolio, consisting of the<br />
Group’s offi ce buildings and a retail mall.<br />
The future minimum lease receivables under non-cancellable operating leases contracted for at the statement<br />
of fi nancial position date but not recognised as receivables, are as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Not later than 1 year 195,366 199,183<br />
Between 1 and 5 years 212,722 228,620<br />
Later than 5 years 254 -<br />
408,342 427,803
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
85<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT<br />
Financial risk factors<br />
The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity<br />
risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability<br />
of fi nancial markets on the Group’s fi nancial performance.<br />
Risk management is carried out in accordance with established policies and guidelines approved by the Board<br />
of Directors.<br />
(a)<br />
Market risk<br />
(i)<br />
Currency risk<br />
The Group operates dominantly in Singapore, with some operations in the People’s Republic of<br />
China. Entities in the Group transact in currencies other than their respective functional currencies<br />
(“foreign currencies”).<br />
Currency risk arises when transactions are denominated in foreign currencies. As the entities in the<br />
Group transact substantially in their respective functional currencies, the currency exposure at the Group<br />
is minimal.<br />
In addition, the Group is exposed to currency risk on its monetary assets and liabilities denominated<br />
in foreign currencies when they are translated at the statement of fi nancial position date. As these<br />
assets and liabilities are substantially denominated in their respective functional currencies, the currency<br />
exposure is minimal.<br />
The Company’s exposure to currency risk is minimal as revenue and expenses and assets and liabilities<br />
are substantially denominated in Singapore Dollars.
86<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT (continued)<br />
(a)<br />
Market risk (continued)<br />
(ii)<br />
Cash fl ow and fair value interest rate risks<br />
Cash fl ow interest rate risk is the risk that the future cash fl ows of a fi nancial instrument will fl uctuate<br />
because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a<br />
fi nancial instrument will fl uctuate due to changes in market interest rates. As the Group has no signifi cant<br />
interest-bearing assets, the Group’s income and operating cash fl ows are substantially independent of<br />
changes in market interest rates.<br />
The Group’s interest rate risks mainly arise from borrowings. Borrowings at variable rates expose<br />
the Group to cash fl ow interest rate risk. Borrowings obtained at fi xed rates expose the Group to fair<br />
value interest rate risk. The Group monitors the interest rates on borrowings closely to ensure that the<br />
borrowings are maintained at favourable rates.<br />
If the interest rates increase/decrease by 25 basis points (2011: 25 basis points) with all other variables<br />
remaining constant, the profi t after tax for the Group and the Company will be lower/higher by $291,000<br />
(2011: $526,000) and $281,000 (2011: $374,000) respectively as a result of higher/lower interest<br />
expense on these borrowings.<br />
(b) Credit risk<br />
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in fi nancial<br />
loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of<br />
appropriate credit standing and history, and obtaining suffi cient security where appropriate to mitigate credit<br />
risk. For the property investment segment, generally advance deposits of at least 3 months rental (or equivalent<br />
amount in bankers’ guarantee) are obtained for all tenancies. For the property trading segment, progress<br />
billings from customers are followed up, and appropriate action taken promptly in instances of non-payment<br />
or delay in payment. For other fi nancial assets, the Group adopts the policy of dealing only with high credit<br />
quality counterparties.<br />
Other than amounts due from subsidiary and associated companies, and joint ventures, concentration of<br />
credit risk relating to trade receivables is <strong>limited</strong> due to the Group’s many varied customers.<br />
As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each<br />
class of fi nancial instruments is the carrying amount of that class of fi nancial instruments presented on the<br />
statement of fi nancial position.<br />
The Group’s and the Company’s major classes of fi nancial assets are bank deposits, trade receivables and<br />
other non-current receivables.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
87<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT (continued)<br />
(b)<br />
Credit risk (continued)<br />
The Group’s and the Company’s other non-current receivables comprise amounts due from associated<br />
companies and joint ventures and amounts due from subsidiary and associated companies respectively. These<br />
receivables are assessed for their recoverability and any recognition/writeback of allowance for impairment are<br />
made where necessary. Information regarding these receivables is disclosed in note 11.<br />
The credit risk profi le of the Group’s trade receivables and accrued receivables at the statement of fi nancial<br />
position date is as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
By segment of business<br />
Property investment 6,358 4,574<br />
Property trading 49,751 5,773<br />
Hotel operations 9,581 5,579<br />
65,690 15,926<br />
(i)<br />
Financial assets that are neither past due nor impaired<br />
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high creditratings<br />
assigned by international credit-rating agencies. Trade receivables that are neither past due nor<br />
impaired are substantially companies with a good collection track record with the Group.<br />
(ii)<br />
Financial assets that are past due and/or impaired<br />
There is no other significant class of financial assets that is past due and/or impaired except for<br />
trade receivables.<br />
The age analysis of trade receivables past due but not impaired is as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Past due 0 to 1 month 3,214 2,059<br />
Past due 1 to 2 months 1,258 906<br />
Past due 2 to 3 months 293 143<br />
Past due over 3 months 1,311 410<br />
6,076 3,518
88<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT (continued)<br />
(b)<br />
Credit risk (continued)<br />
(ii)<br />
Financial assets that are past due and/or impaired (continued)<br />
The carrying amount of trade receivables individually determined to be impaired and the movement in the<br />
related allowance for impairment are as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Beginning of fi nancial year 1,298 887<br />
Allowance made 48 782<br />
Allowance utilised (17) (188)<br />
Allowance written-back (352) (183)<br />
End of fi nancial year 977 1,298<br />
Trade receivables that are individually determined to be impaired at the statement of fi nancial position<br />
date relate to debtors that are in signifi cant fi nancial diffi culties and have defaulted on payments despite<br />
attempts to recover the debts owing through legal means where appropriate. These receivables are not<br />
secured by any collateral or credit enhancements.<br />
(c) Liquidity risk<br />
The table below analyses the Group’s and the Company’s fi nancial liabilities into relevant maturity groupings<br />
based on the remaining period from the statement of fi nancial position date to the contractual maturity date.<br />
The amounts disclosed in the table are the contractual undiscounted cash fl ows. Balances due within 12<br />
months equal their carrying amounts as the impact of discounting is not signifi cant.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
89<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT (continued)<br />
(c)<br />
Liquidity risk (continued)<br />
The Group<br />
Between Between<br />
Less than 1 and 3 3 and 5 Over 5<br />
1 year years years years<br />
$’000 $’000 $’000 $’000<br />
At 31 December <strong>2012</strong><br />
Trade and other payables (105,092) (38,371) (4,924) -<br />
Borrowings (215,546) (90,854) (105,402) -<br />
(320,638) (129,225) (110,326) -<br />
At 31 December 2011<br />
Trade and other payables (105,716) (40,996) (4,707) -<br />
Borrowings (237,258) (930) (30,695) -<br />
(342,974) (41,926) (35,402) -<br />
The Company<br />
At 31 December <strong>2012</strong><br />
Trade and other payables (1,070) (225,976) - -<br />
Borrowings (135,440) - - -<br />
(136,510) (225,976) - -<br />
At 31 December 2011<br />
Trade and other payables (1,052) (66,145) - -<br />
Borrowings (180,070) - - -<br />
(181,122) (66,145) - -<br />
The Group’s and the Company’s policy on liquidity risk management is to maintain suffi cient cash to enable<br />
them to meet their normal operating commitments and the availability of funding through adequate amounts<br />
of credit facilities with various banks. At the statement of fi nancial position date, assets held by the Group<br />
and the Company for managing liquidity risk included cash and short-term deposits as disclosed in note 18.
90<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
28. FINANCIAL RISK MANAGEMENT (continued)<br />
(d)<br />
Capital risk<br />
The Group’s main objective when managing capital is to safeguard the Group’s ability to continue as a going<br />
concern. The Group manages capital using various common measures applied by real estate companies<br />
which may include adjusting the dividend payment, returning capital to shareholders or issuing new shares.<br />
Management monitors the Group’s capital using a ratio calculated as debt divided by total equity,<br />
where debt comprises total borrowings.<br />
The Group<br />
<strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000<br />
Debt 402,021 266,700 286,552<br />
Total equity (restated) 5,756,781 5,403,516 5,078,525<br />
Debt / Total equity ratio 7% 5% 6%<br />
The Group and the Company are in compliance, where applicable, with all externally imposed capital<br />
requirements for the fi nancial years ended 31 December 2011 and <strong>2012</strong>.<br />
(e)<br />
Financial instruments by category<br />
The aggregate carrying amounts of loans and receivables and fi nancial liabilities at amortised cost are<br />
as follows:<br />
The Group<br />
The Company<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000<br />
Loans and receivables 292,491 163,869 462,402 342,647<br />
Financial liabilities at amortised cost 550,408 418,119 362,149 247,197<br />
29. IMMEDIATE AND ULTIMATE HOLDING COMPANIES<br />
The Company’s immediate holding company is UIC Enterprise Pte Ltd and ultimate holding company is United<br />
Industrial Corporation Limited, both of which are incorporated in Singapore.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
91<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
30. RELATED PARTY TRANSACTIONS<br />
(a)<br />
In addition to the related party information shown elsewhere in the fi nancial statements, the following<br />
transactions took place between the Group and related parties during the fi nancial year:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Transactions with joint ventures<br />
Marketing fee income 1,892 -<br />
Project management fee income 330 200<br />
Fee income for arrangement of bank loan 50 60<br />
Transactions with a fi rm in which a director has an interest<br />
Professional fee expense 77 33<br />
Transactions with a related company<br />
Rental income 1,313 -<br />
(b)<br />
Key management personnel compensation<br />
Key management’s remuneration included fees, salary, bonus and other emoluments (including benefi tsin-kind)<br />
computed based on the cost incurred by the Group and the Company, and where the Group or<br />
the Company did not incur any costs, the value of the benefi t is included. The total key management’s<br />
remuneration is as follows:<br />
The Group<br />
<strong>2012</strong> 2011<br />
$’000 $’000<br />
Directors of the Company<br />
- Fees 313 329<br />
- Salaries, bonus and other emoluments 606 627<br />
- Employer’s contribution to defi ned contribution plan 6 5<br />
925 961<br />
31. SEGMENT INFORMATION<br />
For management purposes, the Group is organised into business units based on their products and services, and<br />
has three reportable operating segments as follows:<br />
• Property investment – leasing of commercial offi ce property, property management, investment holding, and<br />
investment in retail centres.<br />
• Property trading – development of properties for trading, project management and marketing services.<br />
• Hotel operations – operation of hotels in Singapore.<br />
Except as indicated above, no operating segments have been aggregated to form the above reportable<br />
operating segments.
92<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
31. SEGMENT INFORMATION (continued)<br />
Property investment Property trading Hotel operations The Group<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
(restated)<br />
(restated)<br />
Revenue -<br />
external sales 243,093 243,326 271,969 250,678 65,540 121,292 580,602 615,296<br />
Segment results 180,947 181,819 67,239 47,573 (9,391) 30,776 238,795 260,168<br />
Unallocated costs (2,030) (1,749)<br />
Interest income 2,414 1,254<br />
Dividend income 2,229 1,665<br />
Finance expenses (2,056) (1,642)<br />
Share of results of<br />
associated<br />
companies 63,554 36,731 806 1,272 24,597 23,358 88,957 61,361<br />
Share of results<br />
of joint ventures - - - (500) - - - (500)<br />
328,309 320,557<br />
Fair value gain on<br />
investment<br />
properties 165,373 126,372 - - - - 165,373 126,372<br />
Profit before<br />
income tax 493,682 446,929<br />
Segment assets 4,698,991 4,525,203 672,678 546,637 462,164 404,555 5,833,833 5,476,395<br />
Investments<br />
in associated<br />
companies 355,343 300,788 135,369 143,275 120,982 112,021 611,694 556,084<br />
Consolidated<br />
total assets 6,445,527 6,032,479<br />
Other segment items<br />
Capital expenditure 10,554 10,141 12 7 91,717 3,104 102,283 13,252<br />
Depreciation 149 162 10 11 16,515 15,055 16,674 15,228
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
93<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
31. SEGMENT INFORMATION (continued)<br />
Geographical information<br />
Singapore is the home country of the Company which is also an operating company. The areas of operation<br />
are holding of investment properties for leasing, property development and trading, investment holding, property<br />
management, and investment in hotels and retail centres.<br />
Revenue is based on the country in which the sale is originated. Non-current assets are shown by the geographical<br />
area in which the assets are located.<br />
Revenue<br />
Non-current assets<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 2010<br />
$’000 $’000 $’000 $’000 $’000<br />
(restated) (restated)<br />
Singapore 509,256 615,296 5,583,237 5,268,959 5,128,754<br />
China 71,346 - 134,391 142,483 25,453<br />
580,602 615,296 5,717,628 5,411,442 5,154,207<br />
32. NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS<br />
Certain new standards, amendments and interpretations to existing standards have been published and are<br />
mandatory for the Group’s accounting periods beginning on or after 1 January 2013 or later periods which the<br />
Group has not early adopted. The Group does not expect that the adoption of these accounting standards or<br />
interpretations will have a material impact on the Group’s fi nancial statements for the fi nancial year ending 31<br />
December 2013, except for FRS 113 Fair Value Measurement which provides guidance on how fair value should<br />
be determined and which disclosures should be made on the fi nancial statements. The Group will apply FRS 113<br />
and provide the required disclosure from 1 January 2013.<br />
33. AUTHORISATION OF FINANCIAL STATEMENTS<br />
These fi nancial statements were authorised for issue in accordance with a resolution of the Board of Directors of<br />
Singapore Land Limited on 8 February 2013.
94<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP<br />
Subsidiary companies<br />
Country of<br />
Principal incorporation/ The Group’s<br />
activities business equity holding<br />
<strong>2012</strong> 2011<br />
% %<br />
Gateway Land Limited Property investment Singapore 100 100<br />
Ideal Homes Pte. Limited Property trading Singapore 100 100<br />
Realty Management Services Property Singapore 100 100<br />
(Pte) Ltd.<br />
management agents<br />
RMA-Land Development Private Ltd Property investment Singapore 100 100<br />
Shing Kwan Realty (Pte.) Limited Property investment Singapore 100 100<br />
and investment holding<br />
Sing<strong>land</strong> (Chengdu) Development Property trading People’s 100 100<br />
Co. Ltd. *<br />
Republic of China<br />
Sing<strong>land</strong> Development (Farrer Drive) Property trading Singapore 100 -<br />
Pte. Ltd.<br />
Sing<strong>land</strong> Development (Jervois) Property trading Singapore 100 -<br />
Pte. Ltd.<br />
Sing<strong>land</strong> Homes (Alexandra) Pte. Ltd. Property trading Singapore 100 -<br />
S.L. Development Pte. Limited Property investment Singapore 100 100<br />
and investment holding<br />
S L Prime Properties Pte Ltd Property investment Singapore 100 100<br />
S L Prime Realty Pte Ltd Property investment Singapore 100 100<br />
S.L. Properties Limited Property investment Singapore 100 100<br />
and investment holding<br />
Pothonier Singapore Pte Ltd Investment holding Singapore 100 100<br />
Shenton Holdings Private Limited Investment holding Singapore 100 100
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
95<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP<br />
(continued)<br />
Subsidiary companies<br />
Country of<br />
Principal incorporation/ The Group’s<br />
activities business equity holding<br />
<strong>2012</strong> 2011<br />
% %<br />
Sing<strong>land</strong> China Holdings Pte. Ltd. Investment holding Singapore 100 100<br />
Sing<strong>land</strong> Homes Pte. Ltd. Investment holding Singapore 100 -<br />
S.L. Home Loans Pte. Ltd. Investment holding Singapore 100 100<br />
S.L. Management Services Investment holding Singapore 100 100<br />
Pte Limited<br />
Interpex Services Private Limited Dormant Singapore 100 100<br />
Marina Centre Holdings Property development Singapore 53 53<br />
Private Limited<br />
and investment<br />
Marina Food Court Pte Ltd Dormant Singapore 53 53<br />
Marina Management Services Property management Singapore 53 53<br />
Pte Ltd<br />
agents<br />
Hotel Marina City Private Limited Hotelier Singapore 53 53<br />
Joint ventures<br />
United Venture Development Property trading Singapore 50 50<br />
(Bedok) Pte. Ltd.<br />
UVD Pte. Ltd. Property trading Singapore 50 50<br />
Associated companies<br />
Alprop Pte Ltd # Property investment Singapore +<br />
50 +<br />
50<br />
Kogan Investments Limited^ Dormant British Virgin Is<strong>land</strong>s 50 50<br />
Avenue Park Development Property trading Singapore 48 48<br />
Pte. Ltd. ##<br />
United Venture Investment Dormant Singapore 40 -<br />
(Thomson) Pte. Ltd.
96<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the fi nancial year ended 31 December <strong>2012</strong><br />
34. LISTING OF SUBSIDIARY AND ASSOCIATED COMPANIES, AND JOINT VENTURES IN THE GROUP<br />
(continued)<br />
Associated companies<br />
Country of<br />
Principal incorporation/ The Group’s<br />
activities business equity holding<br />
<strong>2012</strong> 2011<br />
% %<br />
Marina Laundry Dormant Singapore 37 37<br />
Private Limited<br />
Brendale Pte. Ltd. # Property trading Singapore 35 35<br />
Shanghai Jin Peng Realty Property trading People’s Republic 30 30<br />
Co Ltd**<br />
of China<br />
Peak Venture Pte Ltd** Dormant Singapore 30 -<br />
Aquamarina Hotel Private Limited Hotelier Singapore 27 27<br />
Marina Bay Hotel Private Limited Hotelier Singapore 27 27<br />
Novena Square Investments Ltd Property investment Singapore<br />
++<br />
20<br />
++<br />
20<br />
Novena Square Development Ltd Property investment Singapore<br />
++<br />
20<br />
++<br />
20<br />
Notes<br />
#<br />
+<br />
++<br />
A fellow subsidiary company under the same holding company, United Industrial Corporation Limited.<br />
The remaining interest in this company is held by a subsidiary company of the holding company.<br />
The remaining interests in these companies are held by companies in which certain directors have interests.<br />
All the subsidiary and associated companies, and joint ventures are audited by PricewaterhouseCoopers LLP, Singapore except for the following:<br />
*<br />
**<br />
##<br />
^<br />
Audited by the network of member fi rms of PricewaterhouseCoopers International Limited.<br />
Audited by other auditors. These companies are not considered signifi cant associated companies under the SGX-ST Listing Manual.<br />
Audited by Ernst & Young LLP, Singapore<br />
Not required to be audited by the law of the country of incorporation.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
97<br />
FIVE YEAR SUMMARY<br />
2008 - <strong>2012</strong><br />
Group Profit And Loss Accounts<br />
($’000) 2008 2009 2010 2011 <strong>2012</strong><br />
(restated) (restated) (restated) (restated)<br />
Revenue 355,290 397,478 527,162 615,296 580,602<br />
(Loss)/Profi t before income tax (107,109) (339,499) 853,845 446,929 493,682<br />
Income tax expense (38,787) (33,252) (43,698) (41,084) (36,992)<br />
Net (loss)/profi t (145,896) (372,751) 810,147 405,845 456,690<br />
Attributable to:<br />
Equity holders of the Company<br />
- Net profi t from operations 145,847 212,655 205,087 214,781 218,649<br />
- Net fair value (loss)/gain<br />
on investment properties (335,410) (591,588) 561,948 138,811 188,455<br />
(189,563) (378,933) 767,035 353,592 407,104<br />
Non-controlling interests 43,667 6,182 43,112 52,253 49,586<br />
(145,896) (372,751) 810,147 405,845 456,690<br />
Dividends proposed (net) 82,496 82,496 82,496 82,496 82,496<br />
Group Statements Of Financial Position<br />
($’000) 2008 2009 2010 2011 <strong>2012</strong><br />
(restated) (restated) (restated) (restated)<br />
Investment properties 4,406,687 3,803,500 4,350,000 4,486,400 4,661,800<br />
Property, plant and equipment 396,750 389,753 381,039 368,958 444,134<br />
Other non-current assets 442,654 450,906 442,703 646,293 780,181<br />
Current assets 482,648 489,722 499,125 530,828 559,412<br />
Total assets 5,728,739 5,133,881 5,672,867 6,032,479 6,445,527<br />
Current liabilities (350,731) (271,346) (394,010) (490,206) (334,863)<br />
Non-current liabilities (551,907) (499,150) (200,332) (138,757) (353,883)<br />
Net assets employed 4,826,101 4,363,385 5,078,525 5,403,516 5,756,781<br />
Share capital 840,349 840,349 840,349 840,349 840,349<br />
Reserves 3,465,155 3,003,940 3,685,825 3,968,420 4,281,956<br />
4,305,504 3,844,289 4,526,174 4,808,769 5,122,305<br />
Non-controlling interests 520,597 519,096 552,351 594,747 634,476<br />
Total equity 4,826,101 4,363,385 5,078,525 5,403,516 5,756,781
98<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
FIVE YEAR SUMMARY<br />
2008 - <strong>2012</strong><br />
Other Data<br />
2008 2009 2010 2011 <strong>2012</strong><br />
(restated) (restated) (restated) (restated)<br />
(Loss)/Profi t before income tax (30) (85) 162 73 85<br />
- % of revenue<br />
(Loss)/Profi t attributable to equity holders of the Company<br />
- % of revenue (53) (95) 146 57 70<br />
- % of share capital and reserves (4) (10) 17 7 8<br />
Earnings/(Loss) per share (cents)<br />
- excluding fair value loss/gain<br />
on investment properties 35.4 51.6 49.7 52.1 53.0<br />
- including fair value loss/gain<br />
on investment properties (46.0) (91.9) 186.0 85.7 98.7<br />
Dividends proposed<br />
- per share (cents) 20.00 20.00 20.00 20.00 20.00<br />
- cover (times) n.a. n.a. 9.3 4.3 4.9<br />
Net asset value per share ($) 10.44 9.32 10.97 11.66 12.42<br />
n.a. - Not applicable<br />
Certain prior years’ fi gures have been restated following the adoption of Financial <strong>Report</strong>ing Standard 12 - Deferred Tax:<br />
Recovery of Underlying Assets.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
99<br />
STATISTICS OF SHAREHOLDINGS<br />
as at 18 March 2013<br />
Number of Issued and Fully Paid-Up Shares : 412,477,559<br />
Class of Shares : Ordinary Shares<br />
Voting Rights : One vote per share<br />
Distribution of Shareholdings as at 18 March 2013<br />
No.<br />
Size of Shareholdings of Shareholders % No. of Shares %<br />
1- 999 254 5.87 71,281 0.02<br />
1,000- 10,000 3,585 82.87 10,259,551 2.49<br />
10,001 -1,000,000 481 11.12 24,123,719 5.85<br />
1,000,001 and above 6 0.14 378,023,008 91.64<br />
Total 4,326 100.00 412,477,559 100.00<br />
List of Twenty Largest Registered Shareholders as at 18 March 2013<br />
No. Name No. of shares %<br />
1 UIC ENTERPRISE PTE LTD 243,996,688 59.15<br />
2 UIC DEVELOPMENT PTE LTD 85,643,196 20.76<br />
3 DBS NOMINEES PTE LTD 38,243,362 9.27<br />
4 CITIBANK NOMINEES SINGAPORE PTE LTD 5,982,982 1.45<br />
5 HSBC (SINGAPORE) NOMINEES PTE LTD 2,216,610 0.54<br />
6 UNITED OVERSEAS BANK NOMINEES PTE LTD 1,940,170 0.47<br />
7 RAFFLES NOMINEES (PTE) LTD 798,728 0.19<br />
8 BANK OF SINGAPORE NOMINEES PTE LTD 617,347 0.15<br />
9 BNP PARIBAS NOMINEES SINGAPORE PTE LTD 595,585 0.14<br />
10 UOB KAY HIAN PTE LTD 559,959 0.14<br />
11 LEE SHIU 537,000 0.13<br />
12 PHILLIP SECURITIES PTE LTD 507,880 0.12<br />
13 NG SOO GIAP 505,000 0.12<br />
14 CHEN CHUN NAN 504,000 0.12<br />
15 SINGAPORE TONG TEIK PTE LTD 500,000 0.12<br />
16 DBSN SERVICES PTE LTD 481,461 0.12<br />
17 OCBC NOMINEES SINGAPORE PRIVATE LIMITED 460,000 0.11<br />
18 WONG SIN TIN 347,400 0.08<br />
19 CIMB SECURITIES (SINGAPORE) PTE LTD 332,400 0.08<br />
20 IRVINE INVESTMENTS PRIVATE LIMITED 321,000 0.08<br />
TOTAL: 385,090,768 93.34
100<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
STATISTICS OF SHAREHOLDINGS<br />
as at 18 March 2013<br />
Substantial Shareholders’ Shareholdings as at 18 March 2013<br />
Shareholdings<br />
Shareholdings<br />
in which<br />
registered in<br />
substantial<br />
the name of<br />
shareholders<br />
substantial<br />
are deemed<br />
shareholders<br />
to have<br />
or nominees<br />
an interest<br />
Name of<br />
Substantial Shareholders No. of Shares No. of Shares %<br />
UIC Enterprise Pte Ltd 244,032,688* - 59.16<br />
UIC Development (Private) Limited 85,643,196 - 20.76<br />
Silchester International Investors LLP - 33,650,000 (1) 8.16<br />
United Industrial Corporation Limited - 329,828,384 (2) 79.96<br />
UOL Group Limited - 329,828,384 (2a) 79.96<br />
UOL Equity Investments Pte Ltd - 329,828,384 (2b) 79.96<br />
Telegraph Developments Limited - 329,828,384 (2c) 79.96<br />
JG Summit Philippines Limited - 329,828,384 (2c) 79.96<br />
JG Summit Holdings, Inc. - 329,828,384 (2c) 79.96<br />
John Gokongwei, Jr. - 329,828,384 (2c) 79.96<br />
* this fi gure included 36,000 shares purchased on 14 March 2013<br />
Notes:<br />
(1) Silchester International Investors LLP (“Silchester”), an Investment Manager for a number of commingled funds,<br />
is deemed to have an interest in the 33,650,000 SingLand shares. In acting for its clients, Silchester is given<br />
full discretion over their investments, and is empowered to vote on their behalf. However, it does not act as<br />
the client’s Custodian, and therefore shares are not held in its name, but in the nominees’ name of the client’s<br />
Custodian Bank.<br />
(2) United Industrial Corporation Limited’s (“UIC”) interest in the 329,828,384 shares of SingLand is derived from the<br />
direct interests of three of its wholly-owned subsidiaries, namely, UIC Enterprise Pte Ltd (244,032,688 shares),<br />
UIC Development (Private) Limited (85,643,196 shares) and UIC Investment Pte Ltd (152,500 shares).
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
101<br />
STATISTICS OF SHAREHOLDINGS<br />
as at 18 March 2013<br />
(2a)<br />
(2b)<br />
(2c)<br />
By virtue of UOL Group Limited’s (“UOL”) interest in UIC shares, UOL has a deemed interest in SingLand shares.<br />
By virtue of UOL Equity Investments Pte Ltd’s (“UEL”) interest in UIC shares, UEL has a deemed interest in<br />
SingLand shares.<br />
By virtue of Telegraph Developments Limited’s (“Telegraph”) interest in UIC shares, Telegraph has a deemed<br />
interest in SingLand shares.<br />
JG Summit Philippines Limited, JG Summit Holdings, Inc and Dr John Gokongwei, Jr. are deemed to have an<br />
interest in the 329,828,384 SingLand shares in which Telegraph has a deemed interest.<br />
Rule 723 of the SGX-ST Listing Manual<br />
Based on the information available to the Company as at 18 March 2013, approximately 11.80% of the issued ordinary<br />
shares of the Company is held by the public and therefore the Company has complied with the Exchange’s requirement<br />
that at least 10% of the equity securities ((excluding preference shares and convertible equity securities) in a class that is<br />
listed is at all times held by the public.
102<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTICE OF ANNUAL GENERAL MEETING<br />
SINGAPORE LAND LIMITED<br />
Company Registration No. 196300170C<br />
Incorporated in the Republic of Singapore<br />
NOTICE IS HEREBY GIVEN that the 49th <strong>Annual</strong> General Meeting of Singapore Land Limited will be held at<br />
80 Raffl es Place, 62 nd Storey, UOB Plaza 1, Singapore 048624 on Friday, 26 April 2013 at 2.00 p.m. to transact the<br />
following business:<br />
As Ordinary Business<br />
1. To receive and adopt the Directors’ <strong>Report</strong> and Audited Financial Statements for the fi nancial year ended<br />
31 December <strong>2012</strong> and the Auditor’s <strong>Report</strong> thereon.<br />
2. To declare a fi rst and fi nal dividend of 20 cents per share tax-exempt (one-tier) for the fi nancial year ended<br />
31 December <strong>2012</strong>. (2011: 20 cents)<br />
3. To approve Directors’ fees of $243,125 for the fi nancial year ended 31 December <strong>2012</strong>. (2011: $259,250)<br />
4. To re-elect Mr Lance Y. Gokongwei as a Director who will retire by rotation pursuant to Article 104 of the Articles of<br />
Association of the Company and who, being eligible, offers himself for re-election.<br />
5. To re-appoint the following Directors, each of whom will retire and seek re-appointment under Section 153(6) of<br />
the Companies Act, Cap. 50, to hold office from the date of this <strong>Annual</strong> General Meeting until the next<br />
<strong>Annual</strong> General Meeting:<br />
(a) Dr Wee Cho Yaw<br />
(b) Dr John Gokongwei, Jr.<br />
(c) Mr Yang Soo Suan (See Explanatory Note 1)<br />
(d) Mr Hwang Soo Jin<br />
(e) Mr Roberto R. Romulo<br />
(f ) Mr James L. Go (See Explanatory Note 2)<br />
(g) Mr Gwee Lian Kheng<br />
6. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold offi ce until the next <strong>Annual</strong> General<br />
Meeting of the Company and to authorise the Directors to fi x their remuneration. (See Explanatory Note 3)
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
103<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
SINGAPORE LAND LIMITED<br />
Company Registration No. 196300170C<br />
Incorporated in the Republic of Singapore<br />
As Special Business<br />
7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as<br />
Ordinary Resolutions:<br />
That pursuant to Section 161 of the Companies Act, Cap 50, and subject to the listing rules, guidelines<br />
and directions (“Listing Requirements”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”),<br />
the Directors of the Company be and are hereby authorised to issue:<br />
i. shares in the capital of the Company (“Shares”);<br />
ii. convertible securities;<br />
iii. additional convertible securities issued pursuant to adjustments; or<br />
iv. Shares arising from the conversion of the securities in (ii) and (iii) above,<br />
(whether by way of rights, bonus, or otherwise or pursuant to any offer, agreement or option made or granted by the<br />
Directors during the continuance of this authority which would or might require Shares or convertible securities to<br />
be issued during the continuance of this authority or thereafter) at any time, to such persons, upon such terms and<br />
conditions and for such purposes as the Directors may, in their absolute discretion, deem fi t (notwithstanding<br />
that the authority conferred by this Ordinary Resolution may have ceased to be in force), provided that:<br />
a. the aggregate number of Shares and convertible securities to be issued pursuant to this Ordinary Resolution<br />
(including Shares to be issued in pursuance of convertible securities made or granted pursuant to this Ordinary<br />
Resolution) does not exceed 50% of the total number of issued Shares (excluding treasury shares) provided<br />
that the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the<br />
Company (including Shares to be issued in pursuance of instruments made or granted pursuant to this<br />
Ordinary Resolution) does not exceed 20% of the total number of issued Shares;<br />
b. (subject to such other manner of calculation as may be prescribed by the SGX-ST) for the purpose of<br />
determining the aggregate number of Shares that may be issued under (a) above, the percentage of issued<br />
Shares shall be based on the total number of issued Shares (excluding treasury shares) at the time of the<br />
passing of this Ordinary Resolution, after adjusting for:<br />
(1) any new Shares arising from the conversion or exercise of convertible securities;<br />
(2) (where applicable) any new Shares arising from exercising share options or vesting of share awards<br />
outstanding or subsisting at the time this Ordinary Resolution is passed, provided the options or awards<br />
were granted in compliance with the Listing Requirements; and<br />
(3) any subsequent bonus issue, consolidation or subdivision of Shares;<br />
c. in exercising the authority conferred by this Ordinary Resolution, the Company complies with the Listing<br />
Requirements (unless such compliance has been waived by the SGX-ST) and the existing Articles of<br />
Association of the Company; and<br />
d. such authority shall, unless revoked or varied by the Company at a general meeting, continue to be in force<br />
until the conclusion of the next <strong>Annual</strong> General Meeting of the Company or the date by which the next <strong>Annual</strong><br />
General Meeting of the Company is required by law to be held, whichever is the earlier. (See Explanatory Note 4)
104<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
NOTICE OF ANNUAL GENERAL MEETING<br />
SINGAPORE LAND LIMITED<br />
Company Registration No. 196300170C<br />
Incorporated in the Republic of Singapore<br />
8. To transact any other ordinary business as may be transacted at an <strong>Annual</strong> General Meeting of the Company.<br />
By Order of the Board<br />
Susie Koh<br />
Company Secretary<br />
Singapore, 11 April 2013<br />
NOTE:<br />
A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend<br />
and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must<br />
be deposited at the Registered Offi ce of the Company at 24 Raffl es Place #22-01/06 Clifford Centre, Singapore 048621<br />
not less than 48 hours before the time appointed for holding the <strong>Annual</strong> General Meeting.<br />
Explanatory Notes:<br />
1. Mr Yang Soo Suan, if re-appointed, will remain as the Audit Committee Chairman and will be considered as an<br />
Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.<br />
2. Mr James L. Go, if re-appointed, will remain as an Audit Committee Member and will be considered as a non<br />
Independent Director pursuant to Rule 704(8) of the SGX-ST Listing Manual.<br />
3. The Audit Committee undertook a review of the fees and expenses of the audit and non-audit services provided<br />
by the external auditor, PricewaterhouseCoopers LLP. It assessed whether the nature and extent of the non-audit<br />
services might prejudice the independence and objectivity of the auditor before confi rming its re-nomination. It was<br />
satisfi ed that such services did not affect the independence of the external auditor.<br />
4. The Ordinary Resolution 7 proposed above, if passed, will empower the Directors of the Company, from the date<br />
of the above Meeting until the next <strong>Annual</strong> General Meeting, to issue shares in the capital of the Company and<br />
to make or grant convertible securities, and to issue shares in pursuance of such convertible securities, without<br />
seeking any further approval from shareholders in general meeting, up to a number not exceeding in total 50%<br />
of the total number of issued shares (excluding treasury shares) in the capital of the Company, provided that the<br />
total number of issued shares (excluding treasury shares) which may be issued other than on a pro rata basis to<br />
shareholders does not exceed 20%.
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
105<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
SINGAPORE LAND LIMITED<br />
Company Registration No. 196300170C<br />
Incorporated in the Republic of Singapore<br />
Notice of Books Closure Date and Payment Date for First and Final Dividend<br />
NOTICE IS ALSO HEREBY GIVEN that subject to shareholders’ approval being obtained for the proposed fi rst<br />
and fi nal dividend (one-tier tax-exempt) of 20 cents per share for the fi nancial year ended 31 December <strong>2012</strong>,<br />
the Share Transfer Books and the Register of Members of the Company will be closed on 10 May 2013, for the<br />
preparation of dividend warrants. Duly completed transfers received by the Company’s Share Registrar, Messrs<br />
Tricor Barbinder Share Registration Services at 80 Robinson Road #02-00 Singapore 068898 up to 5.00 p.m. on 9<br />
May 2013 will be registered to determine shareholders’ entitlement to the proposed dividend. Shareholders whose<br />
securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares in the capital of the<br />
Company as at 5.00 p.m. on 9 May 2013 will be entitled to the proposed dividends. The proposed dividends, if<br />
approved, will be paid on 21 May 2013.
106<br />
Singapore Land Limited - <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
This page has been left blank intentionally
SINGAPORE LAND LIMITED<br />
Company Registration No. 196300170C<br />
Incorporated in the Republic of Singapore<br />
Proxy Form<br />
ANNUAL GENERAL MEETING<br />
IMPORTANT<br />
1. For investors who have used their CPF monies to buy shares in Singapore Land Limited, this<br />
<strong>Report</strong> is forwarded to them at the request of their CPF Approved Nominees and is sent solely<br />
FOR INFORMATION ONLY.<br />
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and<br />
purposes if used or purported to be used by them.<br />
3. CPF investors who wish to attend the <strong>Annual</strong> General Meeting as OBSERVERS must submit<br />
their requests through their CPF Approved Nominees within the time frame specifi ed. (CPF<br />
Approved Nominees: Please see Note 8 on the reverse side).<br />
4. CPF investors who wish to vote must submit their voting instructions to the CPF Approved<br />
Nominees within the time frame specifi ed to enable them to vote on their behalf<br />
I/We<br />
of<br />
being a member/members of Singapore Land Limited (the “Company”), hereby appoint:<br />
Name Address NRIC/Passport No.<br />
(Name)<br />
(Address)<br />
Proportion of<br />
Shareholdings (%)<br />
and/or (delete as appropriate)<br />
Name Address NRIC/Passport No.<br />
Proportion of<br />
Shareholdings (%)<br />
or failing him/her/them, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on my/our<br />
behalf and, if necessary, to demand a poll at the 49th <strong>Annual</strong> General Meeting of the Company to be held at 80 Raffl es<br />
Place, 62 nd Storey, UOB Plaza 1, Singapore 048624 on 26 April 2013 at 2.00 p.m. and at any adjournment thereof.<br />
I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Meeting as indicated below.<br />
If no specifi c direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion.<br />
No. Resolutions For * Against*<br />
1 Adoption of Directors’ <strong>Report</strong> and Audited Financial Statements<br />
2 Declaration of a First and Final Dividend tax-exempt (one-tier)<br />
3 Approval of Directors’ Fees<br />
4 Re-election of Mr Lance Y. Gokongwei retiring by rotation in accordance with Article<br />
104 of the Company’s Articles of Association<br />
5 Re-appointment of Directors retiring pursuant to<br />
Section 153(6) of the Companies Act, Cap. 50<br />
(a) Dr Wee Cho Yaw<br />
(b) Dr John Gokongwei, Jr.<br />
(c) Mr Yang Soo Suan<br />
(d) Mr Hwang Soo Jin<br />
(e) Mr Roberto R. Romulo<br />
(f) Mr James L. Go<br />
(g) Mr Gwee Lian Kheng<br />
6 Re-appointment of Auditor<br />
7 Authority for Directors to issue shares (Section 161 of the Companies Act,<br />
Cap. 50 and SGX-ST Listing Manual)<br />
8 Any Other Business<br />
* Please indicate your vote “For” or “Against” with an “X” within the box provided.<br />
Dated this ________ day of ___________________________ 2013<br />
Total Number of Shares held<br />
Signature (s) or Common Seal of Member(s)<br />
IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM
Notes:<br />
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository<br />
Register (as defi ned in Section 130A of the Companies Act, Cap. 50), you should insert that number of shares. If you<br />
have shares registered in your name in the Register of Members, you should insert that number of shares. If you have<br />
shares entered against your name in the Depository Register and shares registered in your name in the Register of<br />
Members, you should insert the aggregate number of shares entered against your name in the Depository Register<br />
and registered in your name in the Register of Members. If no number is inserted, this instrument appointing a proxy<br />
or proxies shall be deemed to relate to all shares held by you.<br />
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two<br />
proxies to attend and vote in his stead. A proxy need not be a member of the Company.<br />
3. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding (expressed as<br />
a percentage of the whole) to be represented by each proxy. If no such proportion or number is specifi ed, the fi rst<br />
named proxy shall be deemed to represent 100 per cent of the shareholding and the second named proxy shall be<br />
deemed to be an alternate to the fi rst named proxy.<br />
4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at<br />
the meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in<br />
person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under<br />
this instrument of proxy, to the meeting.<br />
5. The instrument appointing a proxy or proxies must be deposited at the Registered Offi ce of the Company at 24 Raffl es<br />
Place #22-01/06 Clifford Centre, Singapore 048621 not less than 48 hours before the time appointed for the <strong>Annual</strong><br />
General Meeting.<br />
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised<br />
in writing. Where the appointor is a corporation, the instrument of proxy must be executed either under its common<br />
seal or under the hand of its duly authorized offi cer or attorney. Where an instrument appointing a proxy or proxies is<br />
signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must<br />
(failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument<br />
may be treated as invalid.<br />
7. A corporation which is a member may authorise, by resolution of its directors or other governing body, such person<br />
as it thinks fi t to act as its representative at the <strong>Annual</strong> General Meeting, in accordance with its Articles of Association<br />
and Section 179 of the Companies Act, Cap. 50.<br />
8. Agent Banks acting on the request of CPF Investors who wish to attend the <strong>Annual</strong> General Meeting as Observers<br />
are required to submit in writing, a list with details of the investors’ name, NRIC/Passport numbers, addresses and<br />
number of shares held. The list, signed by an authorized signatory of the agent bank, should reach the Company<br />
Secretary at the registered offi ce of the Company not later than 48 hours before the time appointed for holding the<br />
<strong>Annual</strong> General Meeting.<br />
General:<br />
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed<br />
or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed<br />
in the instrument appointing a proxy or proxies. In addition, in the case of members whose shares are entered against their<br />
names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such<br />
members are not shown to have shares entered against their names in the Depository Register 48 hours before the time<br />
appointed for holding the <strong>Annual</strong> General Meeting as certifi ed by The Central Depository (Pte) Limited to the Company.
Incorporated in the Republic of Singapore<br />
Company Registration No. 196300170C<br />
24 Raffles Place #22-01/06,<br />
Clifford Centre Singapore 048621<br />
Tel: (65) 6222 9312<br />
Fax: (65) 6226 3424<br />
www.sing<strong>land</strong>.com.sg