We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended December 31, 2008.
The directors in office at the date of this report are as follows:
Peter Seah Lim Huat
Tang Kin Fei
Goh Geok Ling
Richard Hale, OBE
Yong Ying-I
Evert Henkes
Lee Suet Fern
Bobby Chin Yoke Choong Appointed on December 1, 2008
According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the “Act”), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and in related corporations are as follows: |
| |
| |
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
150,500 |
168,000 |
168,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.93 per share |
19/11/2004
to 18/11/2008 |
17,500 |
— |
— |
— |
— |
— |
|
– S$0.99 per share |
18/5/2005
to 17/5/2009 |
17,500 |
17,500 |
17,500 |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
35,000 |
35,000 |
35,000 |
— |
— |
— |
|
– S$2.37 per share |
2/7/2006
to 1/7/2010 |
35,000 |
35,000 |
35,000 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
52,500 |
52,500 |
52,500 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2011 |
105,000 |
105,000 |
105,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 23,984 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
31,179 |
Up to
31,179 |
Up to
31,179 |
— |
— |
— |
|
– 23,500 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
35,250 |
Up to
35,250 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
1,181,841 |
2,354,011 |
2,354,011 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.78 per share |
3/6/2004
to 2/6/2013 |
50,000 |
— |
— |
— |
— |
— |
|
– S$0.93 per share |
19/11/2004
to 18/11/2013 |
50,000 |
— |
— |
— |
— |
— |
|
– S$0.99 per share |
18/5/2005
to 17/5/2014 |
100,000 |
50,000 |
50,000 |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2014 |
100,000 |
50,000 |
50,000 |
— |
— |
— |
|
– S$2.37 per share |
2/7/2006
to 1/7/2015 |
300,000 |
150,000 |
150,000 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2015 |
300,000 |
150,000 |
150,000 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2016 |
300,000 |
300,000 |
300,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 427,836 performance shares to be delivered after 2007 (Note 1a) |
|
Up to
641,754 |
— |
— |
— |
— |
— |
|
– 428,244 performance shares to be delivered after 2008 (Note 1b) |
|
Up to
642,366 |
Up to
642,366 |
Up to
642,366 |
— |
— |
— |
|
– 408,240 performance shares to be delivered after 2009 (Note 1c) |
|
Up to
612,360 |
Up to
612,360 |
Up to
612,360 |
— |
— |
— |
|
– 400,000 performance shares to be delivered after 2010 (Note 1d) |
|
— |
Up to
600,000 |
Up to
600,000 |
— |
— |
— |
|
– 70,189 restricted stocks to be delivered after 2007 (Note 2a) |
|
Up to
91,246 |
60,830 |
60,830 |
— |
— |
— |
|
– 128,596 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
167,175 |
Up to
167,175 |
Up to
167,175 |
— |
— |
— |
|
– 126,000 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
189,000 |
Up to
189,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
Sembcorp
Marine Ltd |
Ordinary shares |
|
38,500 |
45,500 |
45,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.11 per share |
12/8/2006
to 11/8/2010 |
14,000 |
7,000 |
7,000 |
— |
— |
— |
|
– S$2.38 per share |
3/10/2007
to 2/10/2011 |
73,500 |
73,500 |
73,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 18,900 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
24,570 |
Up to
24,570 |
Up to
24,570 |
— |
— |
— |
|
– 12,000 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
18,000 |
Up to
18,000 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
287,100 |
299,600 |
299,600 |
47,000 |
47,000 |
47,000 |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.78 per share |
3/6/2004
to 2/6/2008 |
6,250 |
— |
— |
— |
— |
— |
|
– S$0.93 per share |
19/11/2004
to 18/11/2008 |
6,250 |
— |
— |
— |
— |
— |
|
– S$0.99 per share |
18/5/2005
to 17/5/2009 |
12,500 |
12,500 |
12,500 |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
12,500 |
12,500 |
12,500 |
— |
— |
— |
|
– S$2.37 per share |
2/7/2006
to 1/7/2010 |
26,250 |
26,250 |
26,250 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
26,250 |
26,250 |
26,250 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2011 |
70,000 |
70,000 |
70,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 13,982 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
18,177 |
Up to
18,177 |
Up to
18,177 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
Sembcorp
Marine Ltd |
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.38 per share |
3/10/2007
to 2/10/2011 |
196,000 |
196,000 |
196,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 30,800 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
40,040 |
Up to
40,040 |
Up to
40,040 |
— |
— |
— |
|
– 22,000 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
33,000 |
Up to
33,000 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
147,500 |
182,500 |
182,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.78 per share |
3/6/2004
to 2/6/2008 |
17,500 |
— |
— |
— |
— |
— |
|
– S$0.93 per share |
19/11/2004
to 18/11/2008 |
17,500 |
— |
— |
— |
— |
— |
|
– S$0.99 per share |
18/5/2005
to 17/5/2009 |
26,250 |
26,250 |
26,250 |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
26,250 |
26,250 |
26,250 |
— |
— |
— |
|
– S$2.37 per share |
2/7/2006
to 1/7/2010 |
26,250 |
26,250 |
26,250 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
35,000 |
35,000 |
35,000 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2011 |
140,000 |
140,000 |
140,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 17,350 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
22,555 |
Up to
22,555 |
Up to
22,555 |
— |
— |
— |
|
– 17,000 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
25,500 |
Up to
25,500 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
250,000 |
300,000 |
300,000 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/5/2005
to 17/5/2009 |
12,000 |
12,000 |
12,000 |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
12,000 |
12,000 |
12,000 |
— |
— |
— |
|
– S$2.37 per share |
2/7/2006
to 1/7/2010 |
17,500 |
17,500 |
17,500 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
17,500 |
17,500 |
17,500 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2011 |
35,000 |
35,000 |
35,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 7,144 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
9,287 |
Up to
9,287 |
Up to
9,287 |
— |
— |
— |
|
– 7,000 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
10,500 |
Up to
10,500 |
— |
— |
— |
|
| |
|
|
|
Shareholdings registered
in the name of director, spouse or infant children |
Other shareholdings in which director is deemed to have
an interest |
Name of director and corporation in which interests held |
Description of interests |
Exercise period |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
At
beginning
of the year |
At
end
of the year |
At
21/1/2009 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
8,750 |
35,000 |
35,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
26,250 |
17,500 |
17,500 |
— |
— |
— |
|
– S$2.52 per share |
10/6/2007
to 9/6/2011 |
70,000 |
52,500 |
52,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 13,982 restricted stocks to be delivered after 2008 (Note 2b) |
|
Up to
18,177 |
Up to
18,177 |
Up to
18,177 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2009 (Note 3) |
|
— |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
| |
| Note 1: |
The actual number to be delivered will depend on the achievement of set targets over a 3-year period as indicated below. Achievement of targets below target level will mean no performance shares will be delivered, while achievement up to 150% will mean up to 1.5 times the number of conditional performance shares awarded could be delivered. |
| |
a. Period from 2005 to 2007*
b. Period from 2006 to 2008
c. Period from 2007 to 2009
d. Period from 2008 to 2010
* For this period, 641,754 shares were released to Tang Kin Fei in 2008. |
| Note 2: |
The actual number to be delivered will depend on the achievement of set targets at the end of the 2-year performance period as indicated below. Achievement of targets below target level will mean no restricted stocks will be delivered, while achievement up to 130% will mean up to 1.3 times the number of conditional restricted stocks awarded could be delivered. |
| |
a. Period from 2006 to 2007*
b. Period from 2007 to 2008
* For this period, 30,416 shares were released to Tang Kin Fei in 2008 and the remaining 60,830 shares will be released in the next two years. |
| Note 3: |
The actual number to be delivered will depend on the achievement of set targets at the end of the 2-year performance period from 2008 to 2009. Achievement of targets below target level will mean no restricted stocks will be delivered, while achievement up to 150% will mean up to 1.5 times the number of conditional restricted stocks awarded could be delivered. |
|
| |
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at the end of the financial year.
Except as disclosed under the “Share-based Incentive Plans” section of this report, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Except as disclosed in Notes 34(b) and 38 to the financial statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Interested Person Transactions to the Supplementary Information on purchase of goods and services (if any) from Stamford Law Corporation in which Mrs Lee Suet Fern is the Senior Director.
The Company’s Share Option Plan, Performance Share Plan and Restricted Stock Plan (collectively, the “Share Plans”) were approved and adopted by the shareholders at an Extraordinary General Meeting of the Company held on June 5, 2000.
The Executive Resource & Compensation Committee (the “Committee”) of the Company has been designated as the Committee responsible for the administration of the Share Plans. The Committee comprises the following members, all of whom are directors:
Peter Seah Lim Huat (Chairman)
Goh Geok Ling
The Share Option Plan and Restricted Stock Plan are the incentive schemes for directors and employees of the Company and its subsidiaries (the “Group”) whereas the Performance Share Plan is aimed primarily at key executives of the Group.
The Share Plans are intended to attract, retain and incentivise participants to higher standards of performance and encourage greater dedication and loyalty by enabling the Company to give recognition to past contributions and services; as well as motivating participants to contribute to the long-term prosperity of the Group.
The Share Option Plan provides the Company with means whereby non-executive directors and employees of the Group, and certain categories of persons who can make significant contributions through their close working relationship with the Group, such as non-executive directors and employees of the Company’s associated company, are given an opportunity to participate in the equity of the Company. From 2007 onwards, no share options were granted as share options were entirely replaced with restricted stocks of an equivalent fair value.
The Performance Share Plan and Restricted Stock Plan award fully paid shares to participants to achieve pre-determined targets that create and enhance economic values for shareholders of the Company, and / or to accomplish time-based service conditions. Awards will be released to participants as fully-paid shares, or their equivalent cash value or combinations thereof, free-of-charge, provided that the conditions of the awards are achieved and subject to approval by the Committee.
Awards granted under the Performance Share Plan are released at the end of the performance period only when the pre-determined targets have been achieved. Awards granted under the Restricted Stock Plan vest only after satisfactory completion of time-based service conditions, or where the award is performance related, after a further period of service beyond the performance target completion date. No minimum vesting period is prescribed under the Restricted Stock Plan and the length of the vesting period in respect of each award will be determined on a case-by-case basis.
The shares are settled by physical delivery of shares by way of issuance of new shares or existing shares procured by the Company for transfer to the employees or cash in lieu of the shares.
Other information regarding the Share Plan is as follows:
| a. |
Share Option Plan |
| |
Under the rules of the Share Option Plan, participants who ceased to be employed by the Group or the associated company by reason of ill health, injury or disability, redundancy, retirement at or after the legal retirement age, retirement before the legal retirement age, death, etc., or any other event approved by the Committee, may be allowed by the Committee to retain their unexercised options. The Committee may determine the number of shares comprised in that option which may be exercised and the period during which such option shall be exercisable, being a period not later than the expiry of the exercise period in respect of that option. Such option may be exercised at any time notwithstanding that the date of exercise of such option falls on a date prior to the first day of the exercise period in respect of such option. |
| |
|
| |
Other information regarding the Share Option Plan is as follows: |
| |
| i. |
The exercise price of the options can be set at market price or a discount to the market price not exceeding 20% of the market price in respect of options granted at the time of grant. Market price is the volume-weighted average price for the shares on the Singapore Exchange Limited (“Singapore Exchange”) over the three consecutive trading days prior to grant date of that option. For all options granted to date, the exercise prices are set at market price. |
| ii. |
After the first 12 months of lock-out period, the Group imposed a further vesting of four years for managers and above for retention purposes. |
| iii. |
In 2008, all options were either settled by the issuance of new shares or by issuance of treasury shares. |
| iv. |
The options granted expire after five years for non-executive directors and associated company’s employees, and 10 years for the employees of the Group. |
| v. |
Sembcorp Industries Ltd Share Option Plan
At the end of the financial year, details of the options granted under the Share Option Plan on unissued ordinary shares of the Company are as follows: |
| |
|
| |
| |
Date of grant of options |
Exercise
price
per share |
Options outstanding at Jan 1, 2008 |
Options
exercised* |
Options
cancelled /
lapsed /
not accepted |
Options outstanding at Dec 31, 2008 |
Number of
options holders / (including number of directors) at Dec 31, 2008 |
Exercise
period |
|
|
|
|
|
|
|
|
26/06/2000 |
S$1.63 |
305,953 |
(3,030) |
(77,600) |
225,323 |
36 / (—) |
27/06/2001 to 26/06/2010 |
24/07/2000 |
S$1.90 |
350,948 |
(115,750) |
(60,023) |
175,175 |
22 / (—) |
20/05/2001 to 19/05/2009 |
24/07/2000 |
S$1.76 |
39,064 |
— |
(4,999) |
34,065 |
1 / (—) |
16/09/2001 to 15/09/2009 |
19/04/2001 |
S$1.19 |
230,650 |
(6,000) |
(55,300) |
169,350 |
19 / (—) |
20/04/2002 to 19/04/2011 |
07/05/2002 |
S$1.23 |
294,250 |
(7,875) |
(64,250) |
222,125 |
37 / (—) |
08/05/2003 to 07/05/2012 |
17/10/2002 |
S$0.62 |
150,625 |
(12,375) |
(42,375) |
95,875 |
18 / (—) |
18/10/2003 to 17/10/2012 |
02/06/2003 |
S$0.78 |
36,750 |
(23,750) |
(13,000) |
— |
— / (—) |
03/06/2004 to 02/06/2008 |
02/06/2003 |
S$0.78 |
376,350 |
(185,375) |
(74,875) |
116,100 |
33 / (—) |
03/06/2004 to 02/06/2013 |
18/11/2003 |
S$0.93 |
63,000 |
(56,250) |
(6,750) |
— |
— / (—) |
19/11/2004 to 18/11/2008 |
18/11/2003 |
S$0.93 |
608,875 |
(373,500) |
(77,625) |
157,750 |
51 / (—) |
19/11/2004 to 18/11/2013 |
17/05/2004 |
S$0.99 |
79,000 |
(10,250) |
— |
68,750 |
5 / (4) |
18/05/2005 to 17/05/2009 |
17/05/2004 |
S$0.99 |
1,181,427 |
(469,652) |
(100,125) |
611,650 |
143 / (1) |
18/05/2005 to 17/05/2014 |
22/11/2004 |
S$1.16 |
107,250 |
(19,000) |
— |
88,250 |
6 / (4) |
23/11/2005 to 22/11/2009 |
22/11/2004 |
S$1.16 |
1,494,400 |
(463,875) |
(178,625) |
851,900 |
214 / (1) |
23/11/2005 to 22/11/2014 |
01/07/2005 |
S$2.37 |
122,500 |
(17,500) |
— |
105,000 |
4 / (4) |
02/07/2006 to 01/07/2010 |
01/07/2005 |
S$2.37 |
2,371,647 |
(577,450) |
(111,000) |
1,683,197 |
310 / (1) |
02/07/2006 to 01/07/2015 |
21/11/2005 |
S$2.36 |
183,750 |
(35,000) |
— |
148,750 |
5 / (5) |
22/11/2006 to 21/11/2010 |
21/11/2005 |
S$2.36 |
2,742,320 |
(600,325) |
(143,125) |
1,998,870 |
350 / (1) |
22/11/2006 to 21/11/2015 |
09/06/2006 |
S$2.52 |
472,500 |
(70,000) |
— |
402,500 |
5 / (5) |
10/06/2007 to 09/06/2011 |
09/06/2006 |
S$2.52 |
4,299,470 |
(729,020) |
(191,500) |
3,378,950 |
494 / (1) |
10/06/2007 to 09/06/2016 |
|
|
15,510,729 |
(3,775,977) |
(1,201,172) |
10,533,580 |
|
|
|
| |
* In 2008, 1,568,994 options were settled by the issuance of new shares and the rest by issuance of treasury shares. |
| |
|
| |
|
| |
Date of grant of options |
Exercise
price
* per share |
Options outstanding at Jan 1, 2007 |
Options
exercised |
Options
cancelled /
lapsed /
not accepted |
Options outstanding at Dec 31, 2007 |
Number of
options holders / (including number of directors) at Dec 31, 2007 |
Exercise
period |
|
|
|
|
|
|
|
|
26/06/2000 |
S$1.63 |
961,908 |
(618,255) |
(37,700) |
305,953 |
38 / (—) |
27/06/2001 to 26/06/2010 |
24/07/2000 |
S$1.90 |
812,939 |
(444,325) |
(17,666) |
350,948 |
31 / (—) |
20/05/2001 to 19/05/2009 |
24/07/2000 |
S$1.76 |
39,066 |
(2) |
— |
39,064 |
1 / (—) |
16/09/2001 to 15/09/2009 |
19/04/2001 |
S$1.19 |
476,175 |
(210,025) |
(35,500) |
230,650 |
25 / (—) |
20/04/2002 to 19/04/2011 |
07/05/2002 |
S$1.23 |
178,000 |
(177,500) |
(500) |
— |
— / (—) |
08/05/2003 to 07/05/2007 |
07/05/2002 |
S$1.23 |
572,075 |
(252,625) |
(25,200) |
294,250 |
38 / (—) |
08/05/2003 to 07/05/2012 |
17/10/2002 |
S$0.62 |
188,000 |
(187,000) |
(1,000) |
— |
— / (—) |
18/10/2003 to 17/10/2007 |
17/10/2002 |
S$0.62 |
510,000 |
(338,000) |
(21,375) |
150,625 |
23 / (—) |
18/10/2003 to 17/10/2012 |
02/06/2003 |
S$0.78 |
227,250 |
(188,500) |
(2,000) |
36,750 |
5 / (2) |
03/06/2004 to 02/06/2008 |
02/06/2003 |
S$0.78 |
1,041,225 |
(637,375) |
(27,500) |
376,350 |
64 / (1) |
03/06/2004 to 02/06/2013 |
18/11/2003 |
S$0.93 |
245,750 |
(180,250) |
(2,500) |
63,000 |
7 / (4) |
19/11/2004 to 18/11/2008 |
18/11/2003 |
S$0.93 |
1,396,645 |
(737,020) |
(50,750) |
608,875 |
151 / (1) |
19/11/2004 to 18/11/2013 |
17/05/2004 |
S$0.99 |
266,250 |
(183,750) |
(3,500) |
79,000 |
9 / (5) |
18/05/2005 to 17/05/2009 |
17/05/2004 |
S$0.99 |
2,195,150 |
(933,723) |
(80,000) |
1,181,427 |
253 / (1) |
18/05/2005 to 17/05/2014 |
22/11/2004 |
S$1.16 |
268,750 |
(156,500) |
(5,000) |
107,250 |
10 / (5) |
23/11/2005 to 22/11/2009 |
22/11/2004 |
S$1.16 |
2,621,525 |
(1,028,625) |
(98,500) |
1,494,400 |
253 / (1) |
23/11/2005 to 22/11/2014 |
01/07/2005 |
S$2.37 |
282,500 |
(160,000) |
— |
122,500 |
5 / (5) |
02/07/2006 to 01/07/2010 |
01/07/2005 |
S$2.37 |
4,761,553 |
(2,099,131) |
(290,775) |
2,371,647 |
351 / (1) |
02/07/2006 to 01/07/2015 |
21/11/2005 |
S$2.36 |
317,500 |
(133,750) |
— |
183,750 |
6 / (6) |
22/11/2006 to 21/11/2010 |
21/11/2005 |
S$2.36 |
5,325,820 |
(2,249,930) |
(333,570) |
2,742,320 |
396 / (1) |
22/11/2006 to 21/11/2015 |
09/06/2006 |
S$2.52 |
525,000 |
(52,500) |
— |
472,500 |
6 / (6) |
10/06/2007 to 09/06/2011 |
09/06/2006 |
S$2.52 |
7,450,500 |
(2,636,205) |
(514,825) |
4,299,470 |
601 / (1) |
10/06/2007 to 09/06/2016 |
|
|
30,663,581 |
(13,604,991) |
(1,547,861) |
15,510,729 |
|
|
|
| |
* The exercise prices for outstanding share options granted prior to April 27, 2007 were adjusted as a result of the Special Dividend payment in 2007. |
| |
|
| |
The details of options of the Company awarded / exercised since commencement of the Scheme (aggregate) to December 31, 2008 were as follows: |
| |
Option participants |
Aggregate
options
granted |
Aggregate
options
cancelled /
lapsed /
not accepted |
Aggregate
options
exercised |
Aggregate
options
outstanding |
|
|
|
|
|
Directors |
|
|
|
|
Peter Seah Lim Huat |
980,000 |
— |
(735,000) |
245,000 |
Tang Kin Fei |
3,444,052 |
(607,759)1 |
(2,136,293) |
700,000 |
Goh Geok Ling |
370,000 |
— |
(222,500) |
147,500 |
Richard Hale, OBE |
490,000 |
— |
(236,250) |
253,750 |
Yong Ying-I |
235,000 |
(235,000)2 |
— |
— |
Evert Henkes |
94,000 |
— |
— |
94,000 |
Lee Suet Fern |
105,000 |
— |
(35,000) |
70,000 |
|
|
|
|
|
Other executives |
|
|
|
|
Group |
149,771,742 |
(68,365,208) |
(72,411,204) |
8,995,330 |
Associated company |
748,600 |
(212,100) |
(533,500) |
3,000 |
Parent Group3 |
378,500 |
(88,000) |
(265,500) |
25,000 |
|
|
|
|
|
Former directors of the Company |
8,831,578 |
(2,148,328) |
(6,683,250) |
— |
Total |
165,448,472 |
(71,656,395) |
(83,258,497) |
10,533,580 |
|
| |
| 1. |
Options lapsed due to replacement of 1999 options and expiry of earlier options. |
| 2. |
Options not accepted due to civil service regulations. |
| 3. |
Parent Group refers to former employees of Singapore Technologies Pte Ltd. No options were granted to former employees of Singapore Technologies Pte Ltd since 2005. |
|
| |
|
| |
Since the commencement of the Share Option Plan, no options have been granted to the controlling shareholders of the Company or their associates. No participant under the Share Option Plan has been granted 5% or more of the total options available. No options have been offered at a discount.
The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any right to participate in any share issue of any company. |
| |
|
| vi. |
Share options of a listed subsidiary
At the end of the financial year, details of the options granted under the Share Option Plan on unissued ordinary shares of Sembcorp Marine Ltd are as follows: |
| |
|
| |
| |
Date of grant of options |
Exercise
price
per share |
Options outstanding at Jan 1, 2008 |
Options
exercised |
Options
cancelled /
lapsed /
not accepted |
Options outstanding at Dec 31, 2008 |
Number of
options holders / (including number of directors) at Dec 31, 2008 |
Exercise
period |
|
|
|
|
|
|
|
|
08/09/2000 |
S$0.50 |
198,870 |
(7,700) |
— |
191,170 |
15 / (—) |
08/09/2001 to 07/09/2010 |
27/09/2001 |
S$0.47 |
259,280 |
(80,570) |
— |
178,710 |
25 / (—) |
28/09/2002 to 27/09/2011 |
07/11/2002 |
S$0.64 |
513,650 |
(177,250) |
(700) |
335,700 |
63 / (—) |
08/11/2003 to 07/11/2012 |
08/08/2003 |
S$0.71 |
142,800 |
(142,800) |
— |
— |
— / (—) |
09/08/2004 to 08/08/2008 |
08/08/2003 |
S$0.71 |
2,130,490 |
(1,106,820) |
(8,400) |
1,015,270 |
109 / (—) |
09/08/2004 to 08/08/2013 |
10/08/2004 |
S$0.74 |
430,500 |
(378,000) |
— |
52,500 |
1 / (—) |
11/08/2005 to 10/08/2009 |
10/08/2004 |
S$0.74 |
6,856,205 |
(3,154,220) |
(115,100) |
3,586,885 |
462 / (—) |
11/08/2005 to 10/08/2014 |
11/08/2005 |
S$2.11 |
365,750 |
(115,500) |
— |
250,250 |
4 / (1) |
12/08/2006 to 11/08/2010 |
11/08/2005 |
S$2.11 |
12,635,335 |
(2,609,460) |
(322,400) |
9,703,475 |
915 / (—) |
12/08/2006 to 11/08/2015 |
02/10/2006 |
S$2.38 |
724,500 |
(75,250) |
— |
649,250 |
7 / (2) |
03/10/2007 to 02/10/2011 |
02/10/2006 |
S$2.38 |
11,319,490 |
(894,585) |
(469,071) |
9,955,834 |
1,062 / (—) |
03/10/2007 to 02/10/2016 |
|
|
35,576,870 |
(8,742,155) |
(915,671) |
25,919,044 |
|
|
|
| |
|
| |
| |
Date of grant of options |
Exercise price# per share |
Options outstanding at Jan 1, 2007 |
Options granted for bonus shares issued during the year |
Options exercised |
Options
cancelled /
lapsed /
not accepted |
Options outstanding at Dec 31, 2007 |
Number of options holders / (including number of directors) at Dec 31, 2007 |
Exercise period |
|
|
|
|
|
|
|
|
|
08/09/2000 |
S$0.50 |
298,000 |
61,260 |
(80,440) |
(79,950) |
198,870 |
20 / (—) |
08/09/2001 to 07/09/2010 |
27/09/2001 |
S$0.47 |
510,200 |
108,680 |
(333,850) |
(25,750) |
259,280 |
37 / (—) |
28/09/2002 to 27/09/2011 |
07/11/2002 |
S$0.64 |
140,000 |
— |
(140,000) |
— |
— |
— / (—) |
08/11/2003 to 07/11/2007 |
07/11/2002 |
S$0.64 |
3,202,450 |
182,700 |
(2,688,750) |
(182,750) |
513,650 |
93 / (—) |
08/11/2003 to 07/11/2012 |
08/08/2003 |
S$0.71 |
367,000 |
40,800 |
(265,000) |
— |
142,800 |
3 / (—) |
09/08/2004 to 08/08/2008 |
08/08/2003 |
S$0.71 |
5,311,650 |
721,240 |
(3,682,150) |
(220,250) |
2,130,490 |
192 / (—) |
09/08/2004 to 08/08/2013 |
10/08/2004 |
S$0.74 |
510,000 |
129,000 |
(187,500) |
(21,000) |
430,500 |
4 / (—) |
11/08/2005 to 10/08/2009 |
10/08/2004 |
S$0.74 |
8,968,200 |
2,085,380 |
(3,726,325) |
(471,050) |
6,856,205 |
905 / (—) |
11/08/2005 to 10/08/2014 |
11/08/2005 |
S$2.11 |
505,000 |
130,500 |
(185,750) |
(84,000) |
365,750 |
5 / (1) |
12/08/2006 to 11/08/2010 |
11/08/2005 |
S$2.11 |
13,405,650 |
3,803,910 |
(3,902,275) |
(671,950) |
12,635,335 |
978 / (—) |
12/08/2006 to 11/08/2015 |
02/10/2006 |
S$2.38 |
560,000 |
224,000 |
(59,500) |
— |
724,500 |
8 / (2) |
03/10/2007 to 02/10/2011 |
02/10/2006 |
S$2.38 |
9,224,075 |
3,480,850 |
(648,335) |
(737,100) |
11,319,490 |
1,144 / (—) |
03/10/2007 to 02/10/2016 |
|
|
43,002,225 |
10,968,320 |
(15,899,875) |
(2,493,800) |
35,576,870 |
|
|
|
| |
# Adjusted for two bonus shares credited as fully paid for every five existing ordinary shares. |
|
| |
|
| b. |
Performance Share Plan |
| |
Under the Performance Share Plan, the awards granted conditional on performance targets are set based on medium-term corporate objectives at the start of each rolling three-year performance qualifying period. A specific number of performance shares shall be awarded at the end of the three-year performance cycle depending on the extent of the achievement of the performance conditions established at the onset.
The performance levels were calibrated based on Wealth Added and Total Shareholder Return. For each performance measure, three distinct performance levels were set. A minimum of threshold performance must be achieved to trigger an achievement factor, which in turn determines the number of shares to be finally awarded. Performance shares to be delivered will range between 0% to 150% of the conditional performance shares awarded.
Senior management participants are required to hold a minimum percentage of the shares released to them under the Performance Share Plan and Restricted Stock Plan to maintain a beneficial ownership stake in the Group, for the duration of their employment or tenure with the Group. A maximum cap is set based on a multiple of the individual participant’s Annual Base Salary. Any excess can be sold off, but in the event of a shortfall, they have a two calendar year period to meet the minimum percentage requirement. |
| |
|
| |
| i. |
Sembcorp Industries Ltd Performance Shares
The details of performance shares of Sembcorp Industries Ltd awarded during the financial year since commencement of the Performance Share Plan (aggregate) were as follows: |
| |
|
| |
Performance
shares participants |
Conditional performance shares awarded during the year |
Aggregate original conditional performance shares awarded |
Aggregate additional conditional performance shares awarded due to modification |
Aggregate conditional performance shares released |
Aggregate conditional performance shares lapsed |
Aggregate conditional performance shares outstanding |
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
Director of the Company: |
|
|
|
|
|
Tang Kin Fei |
400,000 |
2,240,000 |
73,720 |
(931,240) |
(359,914) |
1,236,484 |
|
|
|
|
|
|
|
Key executives of the Group |
550,000 |
5,555,000 |
69,989 |
(1,423,859) |
(2,878,682) |
1,504,280 |
|
950,000 |
7,795,000 |
143,709 |
(2,355,099) |
(3,238,596) |
2,740,764 |
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
Director of the Company: |
|
|
|
|
|
Tang Kin Fei |
400,000 |
1,840,000 |
73,720 |
(289,486) |
(359,914) |
1,264,320 |
|
|
|
|
|
|
|
Key executives of the Group |
490,000 |
5,005,000 |
69,989 |
(889,064) |
(2,867,986) |
1,317,939 |
|
890,000 |
6,845,000 |
143,709 |
(1,178,550) |
(3,227,900) |
2,582,259 |
|
| |
With the Committee’s approval on the achievement factor for the achievement of the performance targets for the performance period 2005 to 2007, a total of 1,176,549 (2007: 252,850) performance shares were released, of which an additional 395,750 (2007: Nil) performance shares were awarded for the over-achievement of the performance targets. These shares were released via the issuance of treasury shares.
The total number of performance shares in awards granted conditionally and representing 100% of targets to be achieved, but not released as at end 2008, was 2,740,764 (2007: 2,582,259). Based on the multiplying factor, the actual release of the awards could range from zero to a maximum of 4,111,146 (2007: 3,873,389) performance shares. |
| |
|
| ii. |
Performance shares of a listed subsidiary
The details of performance shares of Sembcorp Marine Ltd awarded during the year since commencement of the Performance Share Plan (aggregate) were as follows: |
| |
|
| |
|
2008 |
2007 |
|
|
|
Conditional performance shares awarded during the financial year |
790,000 |
700,000 |
|
|
|
Aggregate conditional performance shares awarded |
5,215,000 |
4,395,000 |
Additional performance shares awarded arising from targets met during the financial year |
542,500 |
830,000 |
Aggregate conditional performance shares released |
(2,721,900) |
(1,555,400) |
Aggregate conditional performance shares lapsed |
(425,600) |
(764,600) |
Aggregate conditional performance shares outstanding |
2,610,000 |
2,905,000 |
|
| |
No performance shares of Sembcorp Marine Ltd were awarded to the directors of the Company.
The total number of Sembcorp Marine Ltd’s performance shares in awards granted conditionally and representing 100% of targets to be achieved, but not released as at end 2008, was 2,610,000 (2007: 2,905,000). Based on the multiplying factor, the actual release of the awards could range from zero to a maximum of 3,915,000 (2007: 4,357,000) performance shares. |
|
| |
|
| c. |
Restricted Stock Plan |
| |
From 2007, share option grant was ceased and entirely replaced with restricted stock award of an equivalent fair value.
Under the Restricted Stock Plan, the awards granted conditional on performance targets are set based on corporate objectives at the start of each rolling two-year performance qualifying period. The performance criteria are set and performance levels for the restricted stocks are calibrated based on Return on Total Assets and Total Shareholder Return.
For awards granted before 2008, three distinct performance levels are set for each performance measure. A minimum threshold performance must be achieved to trigger an achievement factor, which in turn determines the number of shares to be finally awarded. Based on the criteria, restricted stocks to be delivered will range from 0% to 130% of the conditional restricted stocks awarded.
For awards granted in 2008, four distinct performance levels are set for each performance measure. A minimum threshold performance must be achieved to trigger an achievement factor, which in turn determines the number of shares to be finally awarded. Based on the criteria, restricted stocks to be delivered will range from 0% to 150% of the conditional restricted stocks awarded.
The managerial participants of the Group will be awarded restricted stocks under the Restricted Stock Plan, while the non-managerial participants of the Group will receive their awards in an equivalent cash value. This cash-settled notional restricted stocks award for non-managerial participants is known as the Sembcorp Challenge Bonus.
A specific number of restricted stocks shall be awarded at the end of the two-year performance cycle depending on the extent of the achievement of the performance conditions established at the onset. There is a further vesting period of three years after the performance period, during which one-third of the awarded shares are released each year to managerial participants. Non-managerial participants will receive the equivalent in cash at the end of the two-year performance cycle, with no further vesting conditions.
Senior management participants are required to hold a minimum percentage of the shares released to them under the Restricted Stock Plan and Performance Share Plan to maintain a beneficial ownership stake in the Group, for the duration of their employment or tenure with the Group. A maximum cap is set based on a multiple of the individual participant’s Annual Base Salary. Any excess can be sold off, but in the event of a shortfall, they have a two calendar year period to meet the minimum percentage requirement. |
| |
|
| |
| i. |
Sembcorp Industries Ltd Restricted Stocks
The details of restricted stocks of Sembcorp Industries Ltd awarded during the year since commencement of the Restricted Stock Plan (aggregate) were as follows: |
| |
|
| |
Restricted
stocks participants |
Conditional restricted stocks awarded during the year |
Aggregate original conditional restricted stocks awarded |
Aggregate additional conditional stocks awarded due to modification |
Aggregate conditional restricted stocks released |
Aggregate conditional stocks lapsed |
Aggregate conditional restricted stocks outstanding |
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Peter Seah Lim Huat |
23,500 |
47,000 |
484 |
— |
— |
47,484 |
Tang Kin Fei |
126,000 |
318,000 |
6,785 |
(30,416) |
— |
315,426 |
Goh Geok Ling |
13,700 |
27,400 |
282 |
— |
— |
27,682 |
Richard Hale, OBE |
17,000 |
34,000 |
350 |
— |
— |
34,350 |
Evert Henkes |
7,000 |
14,000 |
144 |
— |
— |
14,144 |
Lee Suet Fern |
13,700 |
27,400 |
282 |
— |
— |
27,682 |
Other executives of the Group |
1,977,300 |
4,728,100 |
93,425 |
(409,185) |
(508,255) |
4,162,821 |
|
2,178,200 |
5,195,900 |
101,752 |
(439,601) |
(508,255) |
4,629,589 |
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Peter Seah Lim Huat |
23,500 |
23,500 |
484 |
— |
— |
23,984 |
Tang Kin Fei |
126,000 |
192,000 |
6,785 |
— |
— |
198,785 |
Goh Geok Ling |
13,700 |
13,700 |
282 |
— |
— |
13,982 |
Richard Hale, OBE |
17,000 |
17,000 |
350 |
— |
— |
17,350 |
Evert Henkes |
7,000 |
7,000 |
144 |
— |
— |
7,144 |
Lee Suet Fern |
13,700 |
13,700 |
282 |
— |
— |
13,982 |
K Shanmugam |
13,700 |
13,700 |
282 |
— |
— |
13,982 |
Other executives of the Group |
1,753,300 |
2,737,100 |
93,143 |
— |
(229,212) |
2,601,031 |
|
1,967,900 |
3,017,700 |
101,752 |
— |
(229,212) |
2,890,240 |
|
| |
With the Committee’s approval on the achievement factor for the achievement of the performance targets for the performance period 2006 to 2007, a total of 439,601 restricted stocks were released. An additional 279,793 restricted stocks were awarded for the over-achievement of the performance targets. These restricted stocks were released via the issuance of treasury shares. There was no release of restricted stocks in the year 2007.
The total number of restricted stocks outstanding, including award(s) achieved but not released, as at end 2008, was 4,629,589 (2007: 2,890,240). Of this, the total number of restricted stocks in awards granted conditionally and representing 100% of targets to be achieved, but not released was 3,900,597 (2007: 2,890,240). Based on the multiplying factor, the actual release of the conditional awards could range from zero to a maximum of 5,491,236 (2007: 3,757,312) restricted stocks.
A total of 600,000 (2007: 546,000) notional restricted stocks of Sembcorp Industries Ltd’s shares were awarded on April 7, 2008 for the Sembcorp Challenge Bonus for non-managerial participants for the performance period 2008 to 2009. With the Committee’s approval during the year, an additional 11,248 notional restricted stocks for the performance period 2007 to 2008 were added to the outstanding awards as a result of the Special Dividend payment in April 2007, therefore the total outstanding notional restricted stocks for the performance period 2007 to 2008 is 557,248.
The total number of notional restricted stocks in awards for the Sembcorp Challenge Bonus granted conditionally and representing 100% of targets to be achieved, but not released as at end 2008, was 1,157,248 (2007: 546,000). Based on the multiplying factor, the number of notional restricted stocks to be converted into the funding pool could range from zero to a maximum of 1,624,422 (2007: 709,800). |
| |
|
| ii. |
Restricted stocks of a listed subsidiary
The details of restricted stocks of Sembcorp Marine Ltd awarded during the year since commencement of the Restricted Stock Plan (aggregate) were as follows: |
| |
|
| |
Restricted
stocks participants |
Conditional restricted stocks awarded during the year |
Aggregate original conditional restricted stocks awarded |
Aggregate additional conditional restricted stocks awarded due to bonus issue |
Aggregate conditional restricted stocks released |
Aggregate conditional restricted stocks lapsed |
Aggregate conditional restricted stocks outstanding |
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Tang Kin Fei |
12,000 |
25,500 |
5,400 |
— |
— |
30,900 |
Goh Geok Ling |
22,000 |
44,000 |
8,800 |
— |
— |
52,800 |
Other participants |
3,539,000 |
7,534,632 |
1,931,720 |
(708,128) |
(556,966) |
8,679,151 |
|
3,573,000 |
7,604,132 |
1,945,920 |
(708,128) |
(556,966) |
8,762,851 |
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Tang Kin Fei |
13,500 |
13,500 |
5,400 |
— |
— |
18,900 |
Goh Geok Ling |
22,000 |
22,000 |
8,800 |
— |
— |
30,800 |
Other participants |
3,819,690 |
5,042,090 |
1,931,720 |
— |
(229,825) |
6,743,985 |
|
3,855,190 |
5,077,590 |
1,945,920 |
— |
(229,825) |
6,793,685 |
|
| |
The total number of Sembcorp Marine Ltd’s restricted stocks in awards granted conditionally and representing 100% of targets to be achieved, but not released as at end of 2008, was 8,762,851 (2007: 6,793,6851). Based on the multiplying factor, the actual release of the awards could range from zero to a maximum of 11,391,706 (2007: 8,831,7912) restricted stocks. In 2008, an additional 477,893 restricted stocks were awarded for the over-achievement of the performance targets for the performance period 2006 to 2007. |
| |
|
| |
| Notes: |
| 1. |
Includes 1,046,458 notional restricted stocks in awards for the Challenge Bonus. |
| 2. |
Includes 1,360,396 notional restricted stocks in awards for the Challenge Bonus. |
|
|
| |
|
| d. |
Maximum Number of Shares Issuable |
| |
The maximum number of performance shares and restricted stocks which could be delivered, when aggregated with the number of new shares issued and issuable in respect of all options granted, is within the 15% limit of the share capital of the Company on the day preceding the relevant date of the grant. |
|
| |
The members of the Audit Committee during the year and at the date of this report are:
Richard Hale, OBE (Chairman)
Lee Suet Fern
Yong Ying-I
Bobby Chin Yoke Choong (Appointed on December 1, 2008)
The Audit Committee held four meetings during the financial year. In performing its functions, the Audit Committee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and their evaluation of the Company’s internal accounting control system.
The Audit Committee performed the functions specified in Section 201B of the Singapore Companies Act, Chapter 50, the Listing Manual of the Singapore Exchange, and the Code of Corporate Governance.
The Audit Committee also reviewed the following:
| • |
assistance provided by the Company’s officers to the external and internal auditors; |
| • |
financial statements of the Group and the Company prior to their submission to the directors of the Company for adoption; and |
| • |
interested person transactions (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange). |
The Audit Committee has full access to the management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
On behalf of the Board of Directors
 |
Chairman |
Director |
| |
|
Singapore
February 26, 2009 |
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