| |
|
|
Group |
|
|
2009 |
2008 |
|
|
S$’000 |
S$’000 |
|
|
|
|
a. |
Basic earnings per share |
|
|
|
Basic earnings per share is based on: |
|
|
|
|
|
|
|
i. Profit attributable to shareholders of the Company |
682,664 |
507,061 |
|
|
|
|
|
|
No. of shares |
No. of shares |
|
|
’000 |
’000 |
|
|
|
|
|
ii. Weighted average number of ordinary shares: |
|
|
|
Issued ordinary shares at beginning of the year |
1,776,974 |
1,783,783 |
|
Effect of share options exercised |
2,158 |
2,767 |
|
Effect of own shares held |
— |
(7,635) |
|
Weighted average number of ordinary shares at the end of the year |
1,779,132 |
1,778,915 |
|
|
|
|
| b. |
Diluted earnings per share |
|
|
| |
Diluted earnings per share is based on: |
|
|
| |
|
|
|
| |
i. Profit attributable to shareholders of the Company |
682,664 |
507,061 |
|
| |
The weighted average number of ordinary shares adjusted for the unissued ordinary shares under the Share Option Plan was arrived at as follows:
|
|
2009 |
2008 |
|
|
No. of shares |
No. of shares |
|
|
’000 |
’000 |
|
|
|
|
|
ii. Weighted average number of shares issued used in the calculation of basic earnings per share |
1,779,132 |
1,778,915 |
|
Weighted average number of unissued ordinary shares from: |
|
|
|
– share options |
8,808 |
12,363 |
|
– performance shares |
3,668 |
3,774 |
|
– restricted stocks |
6,335 |
5,576 |
|
Number of shares that would have been issued at fair value |
(6,350) |
(6,741) |
|
Weighted average number of ordinary shares |
1,791,593 |
1,793,887 |
|
| |
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 15.0 cents (2008: one-tier tax exempt dividend of 11.0 cents) per share amounting to an estimated net dividend of S$267,034,000 (2008: S$195,467,000) in respect of the year ended December 31, 2009, based on the share capital as at that date.
The proposed dividend of 15.0 (2008: 11.0) cents per share has not been included as a liability in the financial statements. |
| |
| |
| There have been no significant acquisitions and disposals of subsidiaries in 2008 and 2009. |
| |
| |
Group
| a. |
Related party transaction |
|
The Group had the following significant transactions with related parties during the year: |
|
|
Group |
|
2009 |
2008 |
|
S$’000 |
S$’000 |
|
|
|
Related Corporations |
|
|
Sales |
452 |
165 |
Purchases including rental |
25,609 |
2,470 |
|
|
|
Associates and Joint Ventures |
|
|
Sales |
47,894 |
41,251 |
Purchases including rental |
4,054 |
21,542 |
|
|
| |
| b. |
Compensation of key management personnel |
|
The Group considers the directors of the Company (including the Group President & CEO of the Company), the
President & CEO of Sembcorp Marine Ltd, the Executive Chairman of Sembcorp Industrial Parks Ltd, the Executive
Vice President of Sembcorp Utilities (UK) Limited, the Group Chief Financial Officer and the Executive Vice President
of Group Business & Strategic Development to be key management personnel in accordance with FRS 24 Related
Party Disclosures. These persons have the authority and responsibility for planning, directing and controlling the
activities of the Group.
The key management personnel compensation is as follows: |
|
|
|
|
Group |
|
2009 |
2008 |
|
S$’000 |
S$’000 |
|
|
|
Directors’ fees and remuneration |
5,787 |
5,663 |
Other key management personnel remuneration |
6,543 |
6,797 |
|
12,330 |
12,460 |
|
|
|
Fair value of share-based compensation |
3,912 |
5,408 |
|
|
|
|
Remuneration includes salary (which includes 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. The balances of the bonus bank in future
will be adjusted by the yearly EVA performance of the Group and its subsidiaries and the payouts made from the
bonus bank.
The fair value of share-based compensation relates to share options, performance shares and restricted stocks
granted that were charged to the income statement. |
|
| |
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 41 to the financial statements. |
|
