a. Basic earnings per share
Basic earnings per share is based on:
|
|
Group |
|
|
2008 |
2007 |
|
|
S$’000 |
S$’000 |
|
|
|
|
|
i. Profit attributable to shareholders of the Company |
507,061 |
526,217 |
|
|
|
|
|
|
No. of shares |
No. of shares |
|
|
’000 |
’000 |
|
|
|
|
|
ii. Weighted average number of ordinary shares: |
|
|
|
Issued ordinary shares at beginning of the year |
1,783,783 |
1,770,178 |
|
Effect of share options exercised |
2,767 |
9,254 |
|
Effect of own shares held |
(7,635) |
— |
|
Weighted average number of ordinary shares at the end of the year |
1,778,915 |
1,779,432 |
b. Diluted earnings per share
Diluted earnings per share is based on:
|
|
Group |
|
|
2008 |
2007 |
|
|
S$’000 |
S$’000 |
|
|
|
|
|
i. Profit attributable to shareholders of the Company |
507,061 |
526,217 |
The weighted average number of ordinary shares adjusted for the unissued ordinary shares under the Share Option Plan was arrived at as follows:
|
|
No. of shares |
No. of shares |
|
|
‘000 |
‘000 |
|
|
|
|
|
ii. Weighted average number of shares issued used in the calculation of basic earnings per share |
1,778,915 |
1,779,432 |
|
Weighted average number of unissued ordinary shares from: |
|
|
|
– share options |
12,363 |
20,468 |
|
– performance shares |
3,774 |
3,505 |
|
– restricted stocks |
5,576 |
3,165 |
|
Number of shares that would have been issued at fair value |
(6,741) |
(7,748) |
|
Weighted average number of ordinary shares |
1,793,887 |
1,798,822 |
For the purpose of calculating diluted earnings per ordinary share, the weighted average numbers of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary shares. The Company has three categories of dilutive potential ordinary shares: share options, performance shares and restricted stocks.
For share options, the weighted average number of ordinary shares in issue is adjusted to take into account the dilutive effect arising from the exercise of all outstanding share options granted to employees where such shares would be issued at a price lower than the fair value (average share price during the year). The difference between the weighted average number of shares to be issued at the exercise prices under the options and the weighted average number of shares that would have been issued at the fair value based on assumed proceeds from the issue of these shares are treated as ordinary shares issued for no consideration. The number of such shares issued for no consideration is added to the number of ordinary shares outstanding in the computation of diluted earnings per share. No adjustment is made to the profit attributable to shareholders of the Company.
For performance shares and restricted stocks, the weighted average number of ordinary shares in issue is adjusted as if all dilutive performance shares and restricted stocks are released. No adjustment is made to the profit attributable to shareholders of the Company.
Subject to the approval by the shareholders at the next Annual General Meeting, the directors have proposed a final ordinary one-tier tax exempt dividend of 11.0 cents (2007: one-tier tax exempt dividend of 15.0 cents) per share amounting to an estimated net dividend of S$195,467,000 (2007: S$266,890,000) in respect of the year ended December 31, 2008, based on the share capital as at that date.
The proposed dividend of 11.0 (2007:15.0) cents per share has not been included as a liability in the financial statements.
Group
There have been no other significant acquisitions and disposals of subsidiaries in 2007 and 2008.
Company
In January 2008, the Company entered into an internal restructuring with its wholly-owned subsidiary, Sembcorp Utilities Pte Ltd, for the acquisition of the entire assets, liabilities and businesses of Sembcorp Utilities & Terminals (“SUT”) and Propylene Purification Unit (“PPU”) divisions, including their current employees. The assets and liabilities were transferred at net book value as at December 31, 2007.
The acquisition is accounted for using “as-if-pooling” method. No restatement was made to the comparatives.
The effect of the acquisition is set out below:
|
|
Company |
|
Note |
S$’000 |
|
|
|
Non-current assets |
|
|
Property, plant and equipment |
6 |
447,256 |
Long-term receivables and prepayments |
|
1,059 |
Intangible assets |
16 |
18,946 |
|
|
467,261 |
|
|
|
Current assets |
|
|
Inventories and work-in-progress |
|
8,630 |
Trade and other receivables |
|
59,386 |
Cash and cash equivalents |
|
43,611 |
|
|
111,627 |
|
|
|
Total assets |
|
578,888 |
|
|
|
Non-current liabilities |
|
|
Deferred tax liabilities |
17 |
44,667 |
Trade and other payables |
|
4,087 |
|
|
48,754 |
|
|
|
Current liabilities |
|
|
Trade and other payables |
|
67,748 |
Provisions |
27 |
3,780 |
|
|
71,528 |
|
|
|
Total liabilities |
|
120,282 |
|
|
|
Net identificable assets acquired |
|
458,606 |
Group
| a. |
Related party transaction |
|
The Group had the following significant transactions with related parties during the year: |
|
|
Group |
|
2008 |
2007 |
|
S$’000 |
S$’000 |
|
|
|
Related Corporations |
|
|
Sales |
165 |
13 |
Purchases including rental |
2,470 |
— |
|
|
|
Associates and Joint Ventures |
|
|
Sales |
41,251 |
39,376 |
Purchases including rental |
21,542 |
255,737 |
|
| b. |
Compensation of key management personnel |
|
The Group considers the directors of the Company (including the Group President & Chief Executive Officer (“CEO”) of the Company), the Group President & CEO of Sembcorp Marine Ltd, the President & Chief Operating Officer (“COO”) of Sembcorp Marine Ltd, the Executive Chairman of Sembcorp Industrial Parks Ltd, the Executive Vice President of Sembcorp Utilities (UK) Limited, the Group Chief Financial Officer and the Executive Vice President of Group Business Development to be key management personnel in accordance with FRS 24 Related Party Disclosures. These persons have the authority and responsibility for planning, directing and controlling the activities of the Group.
The key management personnel compensation is as follows: |
|
|
|
|
Group |
|
2008 |
2007 |
|
S$’000 |
S$’000 |
|
|
|
Directors’ fees and remuneration |
5,663 |
5,508 |
Other key management personnel remuneration |
6,797 |
8,227 |
|
12,460 |
13,735 |
|
|
|
Fair value of share-based compensation |
5,408 |
5,956 |
|
|
Remuneration includes salary (which includes employer CPF, allowances, fees and other emoluments) and bonus (which includes AWS, discretionary bonus, performance targets bonus, performance shares and restricted stocks released during the year).
In addition to the above, the Company provides medical benefits to all employees including key management personnel.
The Group adopts an incentive compensation plan, which is tied to the creation of Economic Value Added (“EVA”), as well as to attainment of individual and Group performance goals for its key executives. A “bonus bank” is used to hold incentive compensation credited in any year. Typically, one-third of the available balance is paid out in
cash each year, with the balance being carried forward to the following year. Such carried forward balances of the bonus bank may either be reduced or increased in future, based on the yearly EVA performance of the Group and its subsidiaries.
The fair value of share-based compensation relates to share options, performance shares and restricted stocks granted during the year. The amount charged to the income statement is determined in accordance with FRS 102 Share-based Payment. |
Company
| a. |
The Company has provided a corporate guarantee to a subsidiary, Sembcorp Cogen Pte Ltd (“SembCogen”) which on January 15, 1999, entered into a long-term contract (“End User Agreement”) with a fellow subsidiary, Sembcorp Gas Pte Ltd (“SembGas”) to purchase natural gas over the period of 22 years.
Under the End User Guarantee Agreement, the Company and one of its subsidiaries, Sembcorp Utilities Pte Ltd issued corporate guarantees in favour of SembGas for 70% and 30% respectively of SembCogen’s obligations under the End User Agreement.
|
| b. |
The Company has provided financial guarantees for the indebtedness of other companies within the Group; the Company considers these to be insurance arrangements and treats them as contingent liabilities. Details of the guarantees are set out in Note 40 to the financial statements. |
|
|
|
|
|
