| |
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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, 2009.
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
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: |
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| |
|
|
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
168,000 |
225,697 |
225,697 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/05/2005
to 17/05/2009 |
17,500 |
— |
— |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
35,000 |
— |
— |
— |
— |
— |
|
– S$2.37 per share |
02/07/2006
to 01/07/2010 |
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 |
10/06/2007
to 09/06/2011 |
105,000 |
105,000 |
105,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 23,984 restricted stocks to be delivered after 2008 (Note 2b(i)) |
|
Up to
31,179 |
10,393 |
10,393 |
— |
— |
— |
|
– 23,500 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to 35,250 |
Up to
35,250 |
Up to
35,250 |
— |
— |
— |
|
– 23,500 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
2,354,011 |
2,782,084 |
2,782,084 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/05/2005
to 17/05/2014 |
50,000 |
— |
— |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2014 |
50,000 |
— |
— |
— |
— |
— |
|
– S$2.37 per share |
02/07/2006
to 01/07/2015 |
150,000 |
150,000 |
150,000 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2015 |
150,000 |
150,000 |
150,000 |
— |
— |
— |
|
– S$2.52 per share |
10/06/2007
to 09/06/2016 |
300,000 |
300,000 |
300,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 428,244 performance shares to be delivered after 2008 (Note 1a) |
|
Up to
642,366 |
— |
— |
— |
— |
— |
|
– 408,240 performance shares to be delivered after 2009 (Note 1b) |
|
Up to
612,360 |
Up to
612,360 |
Up to
612,360 |
— |
— |
— |
|
– 400,000 performance shares to be delivered after 2010 (Note 1c) |
|
Up to
600,000 |
Up to
600,000 |
Up to
600,000 |
— |
— |
— |
|
– 400,000 performance shares to be delivered after 2011 (Note 1d) |
|
— |
Up to
600,000 |
Up to
600,000 |
— |
— |
— |
|
– 70,189 restricted stocks to be delivered after 2007 (Note 2a) |
|
60,830 |
30,414 |
30,414 |
— |
— |
— |
|
– 128,596 restricted stocks to be delivered after 2008 (Note 2b(ii)) |
|
Up to
167,175 |
55,724 |
55,724 |
— |
— |
— |
|
– 126,000 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to
189,000 |
Up to
189,000 |
Up to
189,000 |
— |
— |
— |
|
– 126,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
Up to
189,000 |
Up to
189,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
Sembcorp
Marine Ltd |
Ordinary shares |
|
45,500 |
53,690 |
53,690 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.11 per share |
12/08/2006
to 11/08/2010 |
7,000 |
7,000 |
7,000 |
— |
— |
— |
|
– S$2.38 per share |
03/10/2007
to 02/10/2011 |
73,500 |
73,500 |
73,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 18,900 restricted stocks to be delivered after 2008 (Note 2b(iii)) |
|
Up to
24,570 |
16,380 |
16,380 |
— |
— |
— |
|
– 12,000 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to
18,000 |
Up to
18,000 |
Up to
18,000 |
— |
— |
— |
|
– 17,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
Up to
25,500 |
Up to
25,500 |
— |
— |
— |
Sembcorp Financial Services Pte Ltd |
Fixed Rate Notes Due 2014 issued under Medium Term Note Programme
(Note 4) |
|
— |
Principal amount: S$500,000 |
Principal amount: S$500,000 |
— |
— |
— |
|
| |
|
|
|
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
299,600 |
327,630 |
327,630 |
47,000 |
47,000 |
47,000 |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/05/2005
to 17/05/2009 |
12,500 |
— |
— |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
12,500 |
— |
— |
— |
— |
— |
|
– S$2.37 per share |
02/07/2006
to 01/07/2010 |
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 |
10/06/2007
to 09/06/2011 |
70,000 |
70,000 |
70,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 13,982 restricted stocks to be delivered after 2008
(Note 2b(iv)) |
|
Up to
18,177 |
6,058 |
6,058 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2009
(Note 3a) |
|
Up to
20,550 |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2010
(Note 3b) |
|
— |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
Sembcorp
Marine Ltd |
Ordinary shares |
|
— |
13,347 |
13,347 |
— |
— |
— |
| |
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.38 per share |
03/10/2007
to 02/10/2011 |
196,000 |
196,000 |
196,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 30,800 restricted stocks to be delivered after 2008
(Note 2b(v)) |
|
Up to
40,040 |
26,693 |
26,693 |
— |
— |
— |
|
– 22,000 restricted stocks to be delivered after 2009
(Note 3a) |
|
Up to
33,000 |
Up to
33,000 |
Up to
33,000 |
— |
— |
— |
|
– 29,000 restricted stocks to be delivered after 2010
(Note 3b) |
|
— |
Up to
43,500 |
Up to
43,500 |
— |
— |
— |
|
| |
|
|
|
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
182,500 |
238,760 |
238,760 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/05/2005
to 17/05/2009 |
26,250 |
— |
— |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
26,250 |
— |
— |
— |
— |
— |
|
– S$2.37 per share |
02/07/2006
to 01/07/2010 |
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 |
10/06/2007
to 09/06/2011 |
140,000 |
140,000 |
140,000 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 17,350 restricted stocks to be delivered after 2008 (Note 2b(vi)) |
|
Up to
22,555 |
7,518 |
7,518 |
— |
— |
— |
|
– 17,000 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to
25,500 |
Up to
25,500 |
Up to
25,500 |
— |
— |
— |
|
– 17,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
Up to
25,500 |
Up to
25,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
Sembcorp
Marine Ltd |
Conditional award of: |
|
|
|
|
|
|
|
|
– 22,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
300,000 |
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
— |
69,298 |
69,298 |
— |
— |
— |
| |
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$0.99 per share |
18/05/2005
to 17/05/2009 |
12,000 |
— |
— |
— |
— |
— |
|
– S$1.16 per share |
23/11/2005
to 22/11/2009 |
12,000 |
— |
— |
— |
— |
— |
|
– S$2.37 per share |
02/07/2006
to 01/07/2010 |
17,500 |
4,375 |
4,375 |
— |
— |
— |
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
17,500 |
4,375 |
4,375 |
— |
— |
— |
|
– S$2.52 per share |
10/06/2007
to 09/06/2011 |
35,000 |
17,500 |
17,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 7,144 restricted stocks to be delivered after 2008 (Note 2b(vii)) |
|
Up to
9,287 |
3,096 |
3,096 |
— |
— |
— |
|
– 7,000 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to
10,500 |
Up to
10,500 |
Up to
10,500 |
— |
— |
— |
|
– 7,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Ordinary shares |
|
35,000 |
38,030 |
38,030 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Options to subscribe for ordinary shares at |
|
|
|
|
|
|
|
|
– S$2.36 per share |
22/11/2006
to 21/11/2010 |
17,500 |
17,500 |
17,500 |
— |
— |
— |
|
– S$2.52 per share |
10/06/2007
to 09/06/2011 |
52,500 |
52,500 |
52,500 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
Conditional award of: |
|
|
|
|
|
|
|
|
– 13,982 restricted stocks to be delivered after 2008 (Note 2b(viii)) |
|
Up to
18,177 |
6,058 |
6,058 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2009 (Note 3a) |
|
Up to
20,550 |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
– 13,700 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
Up to
20,550 |
Up to
20,550 |
— |
— |
— |
|
| |
|
|
|
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
21/01/2010 |
At
beginning
of the year |
At
end
of the year |
At
21/01/2010 |
|
|
|
|
|
|
|
|
Sembcorp
Industries Ltd |
Conditional award of: |
|
|
|
|
|
|
|
|
– 11,000 restricted stocks to be delivered after 2010 (Note 3b) |
|
— |
Up to
16,500 |
Up to
16,500 |
— |
— |
— |
|
| |
| 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 threshold 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 2006 to 2008* |
| b. |
Period from 2007 to 2009 |
| c. |
Period from 2008 to 2010 |
| d. |
Period from 2009 to 2011 |
| |
|
| * |
For this period, 269,794 shares were released to Tang Kin Fei on March 27, 2009. The balance of the conditional awards covering the period has thus lapsed. |
|
| |
|
| 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 threshold 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 (2nd release of the 1/3 of the 91,246 shares) were released to Tang Kin Fei on March 27, 2009 and the
remaining 30,414 shares will be released in year 2010. The 1st release of 30,416 shares has been released on March 28, 2008. |
|
| |
| ^ |
i. |
For this period, 5,197 shares (1/3 of the 15,590 shares) were released to Peter Seah Lim Huat
on March 27, 2009 and the remaining 10,393 shares will be released in year 2010/2011. |
| |
ii. |
For this period, 27,863 shares (1/3 of the 83,587 shares) were released to Tang Kin Fei
on March 27, 2009 and the remaining 55,724 shares will be released in year 2010/2011. |
| |
iii. |
For this period, 8,190 shares (1/3 of the 24,570 shares) were released to Tang Kin Fei
on March 30, 2009 and the remaining 16,380 shares will be released in year 2010/2011. |
| |
iv. |
For this period, 3,030 shares (1/3 of the 9,088 shares) were released to Goh Geok Ling
on March 27, 2009 and the remaining 6,058 shares will be released in year 2010/2011. |
| |
v. |
For this period, 13,347 shares (1/3 of the 40,040 shares) were released to Goh Geok Ling
on March 30, 2009 and the remaining 26,693 shares will be released in year 2010/2011. |
| |
vi. |
For this period, 3,760 shares (1/3 of the 11,278 shares) were released to Richard Hale
on March 27, 2009 and the remaining 7,518 shares will be released in year 2010/2011. |
| |
vii. |
For this period, 1,548 shares (1/3 of the 4,644 shares) were released to Evert Henkes
on March 27, 2009 and the remaining 3,096 shares will be released in year 2010/2011. |
| |
viii. |
For this period, 3,030 shares (1/3 of the 9,088 shares) were released to Lee Suet Fern
on March 27, 2009 and the remaining 6,058 shares will be released in year 2010/2011. |
|
| |
|
| 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 as indicated below. Achievement of targets below threshold 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. |
| |
| a. |
Period from 2008 to 2009 |
| b. |
Period from 2009 to 2010 |
| |
|
|
| Note 4: |
Fixed Rate Notes Due 2014 issued under the Medium Term Note Programme of Sembcorp Financial Services Pte Ltd, a related company of
Sembcorp Industries Group. |
|
| |
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 35(b) and 39 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 4 years for managers and
above for retention purposes. |
| iii. |
In 2009, all options were settled by the issuance of treasury shares. |
| |
|
| The options granted expire after 5 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,
2009 |
Options
exercised |
Options
cancelled /
lapsed /
not accepted |
Options
outstanding
at Dec 31,
2009 |
Number of
options
holders / (including
number of
directors) at Dec 31,
2009 |
Exercise
period |
|
|
|
|
|
|
|
|
26/06/2000 |
S$1.63 |
225,323 |
— |
(36,600) |
188,723 |
35 / (—) |
27/06/2001 to 26/06/2010 |
24/07/2000 |
S$1.90 |
175,175 |
(27,870) |
(147,305) |
— |
— / (—) |
20/05/2001 to 19/05/2009 |
24/07/2000 |
S$1.76 |
34,065 |
(34,065) |
— |
— |
— / (—) |
16/09/2001 to 15/09/2009 |
19/04/2001 |
S$1.19 |
169,350 |
(8,000) |
(38,600) |
122,750 |
15 / (—) |
20/04/2002 to 19/04/2011 |
07/05/2002 |
S$1.23 |
222,125 |
(21,000) |
(12,000) |
189,125 |
35 / (—) |
08/05/2003 to 07/05/2012 |
17/10/2002 |
S$0.62 |
95,875 |
(1,625) |
(3,000) |
91,250 |
15 / (—) |
18/10/2003 to 17/10/2012 |
02/06/2003 |
S$0.78 |
116,100 |
(10,875) |
— |
105,225 |
25 / (—) |
03/06/2004 to 02/06/2013 |
18/11/2003 |
S$0.93 |
157,750 |
(27,625) |
— |
130,125 |
35 / (—) |
19/11/2004 to 18/11/2013 |
17/05/2004 |
S$0.99 |
68,750 |
(68,250) |
(500) |
— |
— / (—) |
18/05/2005 to 17/05/2009 |
17/05/2004 |
S$0.99 |
611,650 |
(319,375) |
— |
292,275 |
68 / (—) |
18/05/2005 to 17/05/2014 |
22/11/2004 |
S$1.16 |
88,250 |
(85,750) |
(2,500) |
— |
— / (—) |
23/11/2005 to 22/11/2009 |
22/11/2004 |
S$1.16 |
851,900 |
(473,625) |
(2,000) |
376,275 |
86 / (—) |
23/11/2005 to 22/11/2014 |
01/07/2005 |
S$2.37 |
105,000 |
(13,125) |
— |
91,875 |
4 / (4) |
02/07/2006 to 01/07/2010 |
01/07/2005 |
S$2.37 |
1,683,197 |
(271,495) |
(94,750) |
1,316,952 |
232 / (1) |
02/07/2006 to 01/07/2015 |
21/11/2005 |
S$2.36 |
148,750 |
(13,125) |
— |
135,625 |
5 / (5) |
22/11/2006 to 21/11/2010 |
21/11/2005 |
S$2.36 |
1,998,870 |
(325,419) |
(123,375) |
1,550,076 |
293 / (1) |
22/11/2006 to 21/11/2015 |
09/06/2006 |
S$2.52 |
402,500 |
(17,500) |
— |
385,000 |
5 / (5) |
10/06/2007 to 09/06/2011 |
09/06/2006 |
S$2.52 |
3,378,950 |
(414,315) |
(222,500) |
2,742,135 |
452 / (1) |
10/06/2007 to 09/06/2016 |
|
|
10,533,580 |
(2,133,039) |
(683,130) |
7,717,411 |
|
|
|
| |
|
| |
| |
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. |
| |
|
| |
The details of options of the Company awarded / exercised since commencement of the Scheme (aggregate) to December 31, 2009 are 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 |
— |
(787,500) |
192,500 |
Tang Kin Fei |
3,444,052 |
(607,759)1 |
(2,236,293) |
600,000 |
Goh Geok Ling |
370,000 |
— |
(247,500) |
122,500 |
Richard Hale, OBE |
490,000 |
— |
(288,750) |
201,250 |
Yong Ying-I |
235,000 |
(235,000)2 |
— |
— |
Evert Henkes |
94,000 |
— |
(67,750) |
26,250 |
Lee Suet Fern |
105,000 |
— |
(35,000) |
70,000 |
|
|
|
|
|
Other executives |
|
|
|
|
Group |
149,771,742 |
(69,045,338) |
(74,246,493) |
6,479,911 |
Associated company |
748,600 |
(215,100) |
(533,500) |
— |
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 |
(72,339,525) |
(85,391,536) |
7,717,411 |
|
| |
| 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,
2009 |
Options
exercised |
Options
cancelled /
lapsed /
not accepted |
Options
outstanding
at Dec 31,
2009 |
Options exercisable at Jan 1, 2009 |
Options exercisable at Dec 31, 2009 |
Exercise
period |
|
|
|
|
|
|
|
|
|
08/09/2000 |
S$0.50 |
191,170 |
— |
— |
191,170 |
191,170 |
191,170 |
08/09/2001 to 07/09/2010 |
27/09/2001 |
S$0.47 |
178,710 |
(79,100) |
— |
99,610 |
178,710 |
99,610 |
28/09/2002 to 27/09/2011 |
07/11/2002 |
S$0.64 |
335,700 |
(14,650) |
(12,600) |
308,450 |
335,700 |
308,450 |
08/11/2003 to 07/11/2012 |
08/08/2003 |
S$0.71 |
1,015,270 |
(113,250) |
(23,800) |
878,220 |
1,015,270 |
878,220 |
09/08/2004 to 08/08/2013 |
10/08/2004 |
S$0.74 |
52,500 |
(52,500) |
— |
— |
52,500 |
— |
11/08/2005 to 10/08/2009 |
10/08/2004 |
S$0.74 |
3,586,885 |
(956,607) |
(32,000) |
2,598,278 |
3,586,885 |
2,598,278 |
11/08/2005 to 10/08/2014 |
11/08/2005 |
S$2.11 |
250,250 |
(47,250) |
— |
203,000 |
147,000 |
203,000 |
12/08/2006 to 11/08/2010 |
11/08/2005 |
S$2.11 |
9,703,475 |
(2,589,438) |
(78,250) |
7,035,787 |
5,348,775 |
7,035,787 |
12/08/2006 to 11/08/2015 |
02/10/2006 |
S$2.38 |
649,250 |
(61,250) |
— |
588,000 |
281,750 |
453,250 |
03/10/2007 to 02/10/2011 |
02/10/2006 |
S$2.38 |
9,955,834 |
(1,450,621) |
(169,560) |
8,335,653 |
4,318,857 |
5,774,379 |
03/10/2007 to 02/10/2016 |
|
|
25,919,044 |
(5,364,666) |
(316,210) |
20,238,168 |
15,456,617 |
17,542,144 |
|
|
| |
|
| |
| |
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 |
Options exercisable at Jan 1, 2008 |
Options exercisable at Dec 31, 2008 |
Exercise
period |
|
|
|
|
|
|
|
|
|
08/09/2000 |
S$0.50 |
198,870 |
(7,700) |
— |
191,170 |
198,870 |
191,170 |
08/09/2001 to 07/09/2010 |
27/09/2001 |
S$0.47 |
259,280 |
(80,570) |
— |
178,710 |
259,280 |
178,710 |
28/09/2002 to 27/09/2011 |
07/11/2002 |
S$0.64 |
513,650 |
(177,250) |
(700) |
335,700 |
513,650 |
335,700 |
08/11/2003 to 07/11/2012 |
08/08/2003 |
S$0.71 |
142,800 |
(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 |
2,130,490 |
1,015,270 |
09/08/2004 to 08/08/2013 |
10/08/2004 |
S$0.74 |
430,500 |
(378,000) |
— |
52,500 |
280,000 |
52,500 |
11/08/2005 to 10/08/2009 |
10/08/2004 |
S$0.74 |
6,856,205 |
(3,154,220) |
(115,100) |
3,586,885 |
2,412,955 |
3,586,885 |
11/08/2005 to 10/08/2014 |
11/08/2005 |
S$2.11 |
365,750 |
(115,500) |
— |
250,250 |
134,750 |
147,000 |
12/08/2006 to 11/08/2010 |
11/08/2005 |
S$2.11 |
12,635,335 |
(2,609,460) |
(322,400) |
9,703,475 |
3,582,935 |
5,348,775 |
12/08/2006 to 11/08/2015 |
02/10/2006 |
S$2.38 |
724,500 |
(75,250) |
— |
649,250 |
136,500 |
281,750 |
03/10/2007 to 02/10/2011 |
02/10/2006 |
S$2.38 |
11,319,490 |
(894,585) |
(469,071) |
9,955,834 |
2,388,059 |
4,318,857 |
03/10/2007 to 02/10/2016 |
|
|
35,576,870 |
(8,742,155) |
(915,671) |
25,919,044 |
12,180,289 |
15,456,617 |
|
|
|
| |
|
| 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. A minimum 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.
From 2009, the Performance Share Plan was enhanced to create alignment between senior management and other
employees at the time of vesting by introducing a plan trigger. Under this trigger mechanism, the performance shares
for the performance period 2009 to 2011 will be vested to the senior management participants only if the restricted
stocks for the performance period 2010 to 2011 are vested, subject to the achievement of the performance conditions
for the respective performance periods.
Senior management participants are required to hold a minimum percentage of the shares released to them under the
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 Performance Shares
The details of performance shares of Sembcorp Industries Ltd awarded during the financial year since commencement of the Performance Share Plan (aggregate) are 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 |
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
Director of the Company: |
|
|
|
|
|
Tang Kin Fei |
400,000 |
2,640,000 |
73,720 |
(1,201,034) |
(518,364) |
1,208,240 |
Key executives of the Group |
570,000 |
6,125,000 |
69,989 |
(1,630,795) |
(3,313,404) |
1,432,622 |
|
970,000 |
8,765,000 |
143,709 |
(2,831,829) |
(3,831,768) |
2,640,862 |
|
|
|
|
|
|
|
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 |
|
| |
With the Committee’s approval on the achievement factor for the achievement of the performance targets for the
performance period 2006 to 2008, a total of 476,730 (2008: 1,176,549) performance shares were released via the
issuance of treasury shares.
In 2008, there were additional 395,750 performance shares awarded for the over-achievement of the performance
targets.
The total number of performance shares in awards granted conditionally and representing 100% of targets to be
achieved, but not released as at end 2009, was 2,640,862 (2008: 2,740,764). Based on the multiplying factor, the actual
release of the awards could range from zero to a maximum of 3,961,293 (2008: 4,111,146) 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) are as follows: |
| |
|
| |
|
2009 |
2008 |
|
|
|
Conditional performance shares awarded during the year |
545,000 |
790,000 |
|
|
|
Aggregate original conditional performance shares awarded |
6,560,000 |
5,215,000 |
Aggregate conditional performance shares released |
(3,594,500) |
(2,721,900) |
Aggregate conditional performance shares lapsed |
(1,193,000) |
(425,600) |
Aggregate conditional performance shares outstanding |
2,315,000 |
2,610,000 |
|
| |
|
| |
No performance shares of Sembcorp Marine Ltd were awarded to the directors of the Company.
In 2008, there were additional 542,500 performance shares awarded for the over-achievement of the performance
targets.
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 2009 was 2,315,000 (2008: 2,610,000). Based on the
multiplying factor, the actual release of the awards could range from zero to a maximum of 3,472,500 (2008:
3,915,000) performance shares. |
|
| |
|
| c. |
Restricted Stock Plan |
| |
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 for the
restricted stocks are calibrated based on Return on Total Assets and Total Shareholder Return for awards granted
before 2009 and Return on Total Assets (excluding Sembcorp Marine Ltd) and Earnings Before Interest and Taxes
(excluding Sembcorp Marine Ltd) for awards granted in 2009.
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 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) are 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
modification |
Aggregate
conditional restricted stocks released |
Aggregate
conditional
restricted
stocks
lapsed |
Aggregate
conditional
restricted
stocks
outstanding |
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Peter Seah Lim Huat |
23,500 |
70,500 |
484 |
(5,197) |
(8,394) |
57,393 |
Tang Kin Fei |
126,000 |
444,000 |
6,785 |
(88,695) |
(45,009) |
338,138 |
Goh Geok Ling |
13,700 |
41,100 |
282 |
(3,030) |
(4,894) |
33,458 |
Richard Hale, OBE |
17,000 |
51,000 |
350 |
(3,760) |
(6,072) |
41,518 |
Evert Henkes |
7,000 |
21,000 |
144 |
(1,548) |
(2,500) |
17,096 |
Lee Suet Fern |
13,700 |
41,100 |
282 |
(3,030) |
(4,894) |
33,458 |
Bobby Chin Yoke Choong |
11,000 |
11,000 |
— |
— |
— |
11,000 |
Other executives of the Group |
2,012,500 |
6,740,600 |
93,425 |
(1,082,459) |
(1,503,517) |
4,506,785 |
|
2,224,400 |
7,420,300 |
101,752 |
(1,187,719) |
(1,575,280) |
5,038,846 |
|
|
|
|
|
|
|
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 |
|
| |
|
| |
With the Committee’s approval on the achievement factor for the achievement of the performance targets for the
performance period 2007 to 2008, a total of 392,617 restricted stocks were released. For awards in relation to the
performance period 2006 to 2007, a total of 355,501 (2008: 439,601) restricted stocks were released in 2009. The
restricted stocks were released via the issuance of treasury shares.
In 2008, additional 279,793 restricted stocks were awarded for the over-achievement of the performance targets
for the performance period 2006 to 2007.
The total number of restricted stocks outstanding, including award(s) achieved but not released, as at end 2009,
was 5,038,846 (2008: 4,629,589). Of this, the total number of restricted stocks in awards granted conditionally
and representing 100% of targets to be achieved, but not released was 4,077,962 (2008: 3,900,597). Based on the
multiplying factor, the actual release of the conditional awards could range from zero to a maximum of 6,116,943
(2008: 5,491,236) restricted stocks.
Sembcorp Challenge Bonus
With the Committee’s approval on the achievement factor for the achievement of the performance targets for the
performance period 2007 to 2008, a total of S$584,000, equivalent to 252,989 notional restricted stocks, were paid.
A total of 600,000 (2008: 600,000) notional restricted stocks of Sembcorp Industries Ltd’s shares were awarded in
2009 for the Sembcorp Challenge Bonus.
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 2009, was 1,200,000 (2008: 1,157,248).
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 1,800,000 (2008: 1,624,422). |
| |
|
| 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) are 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 |
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
Directors of the Company: |
|
|
|
|
|
Tang Kin Fei |
17,000 |
42,500 |
5,400 |
(8,190) |
— |
45,380 |
Goh Geok Ling |
29,000 |
73,000 |
8,800 |
(13,347) |
— |
77,693 |
Richard Hale, OBE |
22,000 |
22,000 |
— |
— |
— |
22,000 |
Other participants |
3,358,330 |
11,123,170 |
1,629,952 |
(3,372,147) |
(764,302) |
10,261,889 |
|
3,426,330 |
11,260,670 |
1,644,152 |
(3,393,684) |
(764,302) |
10,406,962 |
|
|
|
|
|
|
|
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 |
7,764,840 |
1,629,952 |
(708,128) |
(485,406) |
8,679,151 |
|
3,573,000 |
7,834,340 |
1,644,152 |
(708,128) |
(485,406) |
8,762,851 |
|
| |
|
| |
With the Sembcorp Marine Ltd’s committee’s approval on the achievement factor for the achievement of the
performance targets for the performance period 2007 to 2008, a total of 1,956,117 Sembcorp Marine Ltd’s restricted
stocks were released via the issuance of treasury shares. For awards in relation to the performance period 2006 to
2007, a total of 729,439 (2008: 708,128) restricted stocks were released in 2009.
In 2009, additional 1,182,233 (2008: 477,893) restricted stocks were awarded for the over-achievement of the
performance targets for the performance period 2007 to 2008.
The total number of Sembcorp Marine Ltd’s restricted stocks outstanding including award(s) achieved but not
released, as at end 2009, was 10,406,962 (2008: 8,762,851). Of this, the total number of restricted stocks in awards
granted conditionally and representing 100% of targets to be achieved, but not released was 6,709,730 (2008:
7,422,586). Based on the multiplying factor, the actual release of the awards could range from zero to a maximum
of 10,064,595 (2008: 10,339,522) restricted stocks.
Challenge Bonus of a listed subsidiary
With the committee’s approval on the achievement factor for the achievement of the performance targets for the
performance period 2007 to 2008, a total of S$1,679,000, equivalent to 1,203,602 notional restricted stocks, were
paid.
A total of 1,130,050 (2008: 957,400) notional restricted stocks of Sembcorp Marine Ltd’s shares were awarded in
2009 for the Sembcorp Marine Challenge Bonus.
The total number of notional restricted stocks in awards for the Sembcorp Marine Challenge Bonus granted
conditionally and representing 100% of targets to be achieved, but not released as at end 2009, was 1,928,700
(2008: 1,866,248). 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 2,893,050 (2008: 2,606,642). |
|
| |
|
| 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
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; |
| • |
quarterly financial information and annual 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 25, 2010 |
|
|
| |
|
|
| |
|
|
|
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|
