2014 - Singapore Press Holdings

Transcription

ANNUAL
REPORT
2014
CORPORATE PROFILE
Singapore Press Holdings (SPH) is Asia’s leading media
organisation, engaging minds and enriching lives across
multiple languages and platforms.
SPH has 19 titles licensed under the Newspaper Printing and
Presses Act, of which nine are daily newspapers across four
languages. Every day, 2.8 million individuals or 69 per cent
of people above 15 years old, read one of our publications.
The online editions of our main newspapers enjoy over
360 million page views with 23 million unique visitors
every month.
Our success is built on the long history and rich heritage
of our two flagship newspapers – The Straits Times, the
English-language daily and Lianhe Zaobao, the Chineselanguage daily. The other two dailies, Berita Harian and
Tamil Murasu, remain the staple for the Malay-speaking and
Tamil-speaking communities respectively. These four major
newspapers, together with The New Paper and The Business
Times, also provide online news to SPH’s Internet portal,
AsiaOne. Besides print, SPH newspapers are also available
on online, smartphone and tablet platforms.
Apart from AsiaOne, SPH’s online and new media initiatives
include ST701, the leading online marketplace for jobs
(STJobs), property (STProperty), cars (STCars) and general
classifieds (STClassifieds); Stomp (Straits Times Online
Mobile Print), a citizen journalism and social-networking
website that connects, engages and interacts with readers
on the web and via the Stomp mobile app; omy.sg, a bilingual
news and interactive portal and SPH Razor, the video content
solutions provider for SPH, producing engaging videos for
SPH Razor, SPH digital websites and mobile applications.
In the radio business, SPH Radio operates entertainment
stations UFM 100.3 in Mandarin, as well as Kiss92 and HOT
FM91.3 in English.
SPH has a 20 per cent stake in MediaCorp TV Holdings Pte
Ltd, which operates free-to-air channels 5, 8 and U, and a 40
per cent stake in MediaCorp Press Ltd, which publishes the
free newspaper, Today.
SPH’s events subsidiary Sphere Exhibits organises innovative
consumer and trade events and exhibitions as well as large
scale conferences. SPH also has a leading digital out-ofhome platform called SPHMBO, comprising a network of
large outdoor LED billboards at strategic locations (e.g.
Raffles Place, Orchard Road etc) and indoor screens across
shopping centres and banks islandwide. It also operates
large format billboards, banners and other static media
platforms, including the iconic facade at Rendezvous Hotel,
mallscape advertising at Marina Bay Link Mall, underground
linkways at The Sail, One Raffles Quay and newly launched
Ocean Financial Centre as well as other popular sites in the
Central Business District.
SPH’s subsidiaries, Straits Times Press and Focus Publishing,
produce quality books and periodicals in English and
Chinese respectively.
SPH REIT was successfully listed on 24 July 2013. SPH REIT
is a Singapore-based REIT established principally to invest,
directly or indirectly, in a portfolio of income-producing
real estate which is used primarily for retail purposes in
Asia-Pacific, as well as real estate-related assets. SPH REIT
is managed by SPH REIT Management Pte Ltd, which is a
wholly-owned subsidiary of SPH.
The initial portfolio of SPH REIT comprises the following
two high quality and well located commercial properties in
Singapore:
• Paragon, a premier upscale retail mall and medical suite/
office property, well known for its upscale mall housing
many luxury brands, located in the heart of Orchard Road;
and
• The Clementi Mall, a mid-market suburban mall located in the
centre of Clementi town, an established residential estate
in the west of Singapore.
The Seletar Mall is SPH’s latest retail development and is
expected to open at the end of 2014. SPH’s wholly-owned
subsidiary, Times Development Pte Ltd, also developed a
43-storey upmarket residential condominium, Sky@eleven,
at Thomson Road.
SPH is an active corporate citizen and supports a wide
range of causes, ranging from arts and culture, nature and
conservation, charity and community, education and sports.
It also has an SPH Foundation and SPH Staff Volunteers Club
to boost its extensive corporate social responsibility efforts.
More information can be found on www.sph.com.sg
OUR BRAND STATEMENT
To be Asia’s Leading Media Organisation, Engaging Minds and
Enriching Lives, Across Multiple Languages and Platforms.
OUR CORE VALUES (EXCITE)
Excellence
Customer-focus
Integrity
Teamwork
Embracing Change
Contents
Group at a Glance 2
Businesses and Products under the SPH Group 3
Organisation Structure 14
Group Financial Highlights 15
Chairman’s Statement 16
Board of Directors 20
Further Information on Board of Directors 24
Senior Management 28
CEO’s Overview of Group Operations 34
SPH 30th Anniversary Celebrations 42
Significant Events 45
Awards & Accolades 51
PRINT
S T E A D FA S T@
PROPERTIES
EVENTS AND OUT-OF-HOME
ADVERTISING
BROADCASTING
This year marks a significant milestone in our history as we commemorate our
30th anniversary. Throughout our dynamic journey, we have remained steadfast
in our commitment to Engaging Minds and Enriching Lives.
Not one to rest on our laurels and achievements, we aspire to be a trendsetter,
driving our business with precision and determination.
Just as the different facets converge into a kaleidoscope of vibrant colours,
we continue to evolve and adapt to the ever-transforming media landscape
in our constant endeavour to serve our stakeholders.
SPH Newspapers Readership Trends 56
Daily Average Newspapers Circulation 57
Financial Review 58
Value Added Statement 61
Investor Relations 62
Investor Reference 64
Corporate Information 66
Sustainability Report 67
Corporate Governance Report 71
Risk Management 86
Financial Contents 100
DIGITAL/
MOBILE
2
Singapore Press Holdings
GROUP AT
A GLANCE
NEWSPAPERS
SPH has 19 titles licensed under the Newspaper Printing and Presses Act, of which nine are
daily newspapers across four languages. 2.8 million individuals or 69 per cent of people above
15 years old, read one of SPH’s news publications.
MAGAZINES
SPH Magazines publishes over 100 magazine titles in Singapore and the region, covering a broad
range of interests from fashion, bridal, society, automobiles, parenting, décor and information
technology.
PRINT
BOOK PUBLISHING
Straits Times Press, SPH’s book-publishing arm and Focus Publishing, produce quality books and
periodicals in English and Chinese.
INTERNET AND NEW MEDIA
SPH’s online editions of its key newspapers enjoy over 360 million page views with 23 million
unique visitors every month. SPH has also expanded into other new media initiatives such as
ST701, Stomp, omy.sg and SPH Razor.
DIGITAL/
MOBILE
EVENTS AND OUT-OF-HOME ADVERTISING
SPH’s events subsidiary Sphere Exhibits organises innovative consumer and trade events and
exhibitions, as well as large scale conferences. SPH also has a leading digital out-of-home platform
called SPHMBO.
EVENTS AND
OUT-OF-HOME
ADVERTISING
PROPERTIES
SPH REIT, comprising Paragon and The Clementi Mall, is managed by SPH REIT Management
Pte Ltd. The Seletar Mall is expected to open end 2014. Times Development Pte Ltd also developed
Sky@eleven at Thomson Road.
PROPERTIES
BROADCASTING
SPH Radio operates UFM 100.3, as well as Kiss92 and HOT FM91.3. SPH has a 20 per cent stake in
MediaCorp TV Holdings Pte Ltd, which operates free-to-air channels 5, 8 and U, and a 40 per cent
stake in MediaCorp Press Limited.
BROADCASTING
Annual Report 2014
3
BUSINESSES AND PRODUCTS
UNDER THE SPH GROUP
NEWSPAPERS
Berita Harian
Berita Minggu
Gen G
i3
IN
Lianhe Wanbao
Lianhe Zaobao
Little Red Dot
My Paper (bilingual)
Shin Min Daily News
tabla!
Tamil Murasu
The Business Times
The Business Times Weekend
The New Paper
The New Paper on Sunday
The Straits Times
The Sunday Times
Thumbs Up
Thumbs Up Junior
Thumbs Up Little Junior
Zaobao Sunday
zbCOMMA
MAGAZINES
24:7
Action Asia
Ascent
Asia-Pacific Boating
AsiaSpa
BizQ
BMW
China Boating
CLEO Singapore
Cohort
Cosmopolitan Singapore
Eh!
Female
Female Brides
Glam
Glam Lelaki
Golf Digest Singapore
HardwareMAG
Harper’s BAZAAR Singapore
Health No. 1
Her World
Her World Brides
Her World Fit & Fab
Home & Decor
ICON
ICON Moments
ICON Weddings
JET Asia-Pacific
LP Luxury Properties
Marie Claire
Men’s Health Singapore
NSMan
Nanyou
Nuyou
Nuyou Time
Pinnacle
Savour
Shape Singapore
SilverKris
Simply Her
Singapore Nautilus
SO/HO
Sparkle
Stamford Life
The Finder
The Johnnie Walker House Edit
The Peak
The Peak Gourmet & Travel
The Peak Timepieces
The Singapore Women’s Weekly
Torque
Toyota
UW
Victory Trail
Wellness No. 1
Winning Post
Young Families
Young Parents
Young Parents Preschool Guide
ZbBz
* SPH has more than 100
magazine titles including
contract and licensed titles
in the region.
BOOK PUBLISHING
/ CONTRACT PUBLISHING
Focus Publishing
Straits Times Press
INTERNET AND
NEW MEDIA
701search.com
asiaone.com
ayosdito.ph
beritaharian.sg
berniaga.com
btinvest.com.sg
businesstimes.com.sg
chope.com.sg
chotot.vn
femalebridesonline.com
femalemag.com.sg
golfdigestsingapore.com
hardwaremag.com
hardwarezone.com.sg
herworldplus.com
homeanddecor.com.sg
hotfm.sg
iconsingapore.com.sg
kiss92.sg
lollipop.sg
luxury-insider.com
menshealth.com.sg
mudah.my
mindchamps.org
mycarforum.com
mypaper.sg
nuyou.com.sg
omy.sg
quotz.com.sg
razor.tv
sgcarmart.com
shape.com.sg
shareinvestor.com
sheshops.com
simplyher.com.sg
soshiok.com
st701.com
stcars.sg
stclassifieds.sg
stdirectory.sg
stjobs.sg
stomp.com.sg
stproperty.sg
straitstimes.com
tamilmurasu.com.sg
thepeakmagazine.com
tnp.sg
torque.com.sg
ufm1003.sg
wanbao.com.sg
youngparents.com.sg
zaobao.com
(accessible from China and
Greater China)
zaobao.sg
EVENTS AND
OUT-OF-HOME ADVERTISING
BizLink Exhibition Services
Buzz Pods
Exhibits Inc
Sphere Conferences
Sphere Exhibits
SPHMBO
PROPERTIES
Retail
Paragon
SPH REIT
The Clementi Mall
The Seletar Mall
Residential
Sky@eleven
BROADCASTING
SPH Radio
HOT FM91.3
Kiss92
UFM 100.3
Making
Headlines.
PRINT
As a driving force of news and information,
SPH’s print segment continues to do well despite
the increasingly challenging media landscape.
The Straits Times remained the
best-read newspaper in Singapore,
while Chinese daily Lianhe Zaobao
rose to second spot to secure
SPH’s position as a leading brand
of choice, according to the 2013
Nielsen Media Index Report.
Online
to Greater
Things.
DIGITAL / MOBILE
The rapid proliferation of technology has
enabled consumers to access information from
varied digital platforms.
To stay ahead of changing times,
SPH’s newly set-up Digital Division
now offers a comprehensive suite
of news platforms and online media
solutions to target and engage
readers and advertisers alike.
Hitting
the Right
Notes.
BROADCASTING
SPH’s broadcast business
has been effectively
reaching out to the public
through its stable of radio
stations.
This year, SPH Radio performed
exceptionally well as the latest
Nielsen radio survey saw Kiss92
emerging as Singapore’s No. 1
English music station based on
percentage share of listenership.
The survey also certified SPH Radio’s
wide appeal, as all its radio stations
made it to the Top 10 positions.
An
Eventful
Year.
EVENTS AND OUT-OF-HOME
ADVERTISING
Tapping into the potential of events
and exhibitions, SPH’s events arm
Sphere Exhibits continued its regional
foray covering topics and business
interests in high growth sectors.
Sphere Exhibits gained
significance as a MICE player in
Malaysia when it acquired several
established trade and consumer
exhibitions this year, as part of its
overseas expansion.
Building
on Our
Strengths.
PROPERTIES
SPH listed its property arm SPH REIT
to leverage on growth prospects
in the real estate arena.
Located in the heart of Orchard
Road, Paragon is the premier
upscale retail mall and medical
suite/office property that remains
a popular destination for consumers
and business owners. The Clementi
Mall is a five-storey retail podium
located in the heartlands that
draws large volumes of shoppers.
Both properties enjoy 100 per cent
occupancy rates.
SPH’s latest development,
The Seletar Mall, is expected to
open at the end of 2014.
14
ORGANISATION
STRUCTURE
BOARD OF
DIRECTORS
AUDIT
COMMITTEE
INTERNAL
AUDIT
CHIEF
EXECUTIVE
OFFICER
CHINESE
NEWSPAPERS
MEDIA
STRATEGY
AND
ANALYTICS
ENGLISH
& MALAY
NEWSPAPERS
CIRCULATION
MARKETING
SUBSIDIARIES
PRODUCTION
ADMINISTRATION
CORPORATE COMMUNICATIONS & CSR
CORPORATE DEVELOPMENT
FINANCE
SUPPORT
SERVICES
HUMAN RESOURCES
INFORMATION TECHNOLOGY
SECRETARIAT / LEGAL
RISK MANAGEMENT
Annual Report 2014
15
GROUP FINANCIAL
HIGHLIGHTS
for the financial year ended August 31, 2014
2014
S$’000
2013
S$’000
1,215,184
1,239,452
(2.0)
Operating profit#
348,963
369,288
(5.5)
Profit before taxation
528,391
489,099
8.0
Profit after taxation
470,736
434,302
8.4
Non-controlling interests
(66,450)
Profit attributable to shareholders
404,286
430,954
Shareholders’ interests
3,687,095
3,536,480
4.3
Total assets
6,651,396
6,373,354
4.4
Total liabilities
2,255,213
2,157,648
4.5
709,088
679,226
4.4
Dividends declared for the financial year
339,412
646,446
%
%
Operating margin
28.7
29.8
(1.1)
Return on operating revenue
33.3
34.8
(1.5)
Return on shareholders’ funds
11.0
12.2
(1.2)
Operating revenue
Profitability ratios
^
(3,348)
Per share data
Change
%
NM
(6.2)
(47.5)
% points
%
Net assets attributable to shareholders (S$)
2.28
2.19
4.1
Profit attributable to shareholders (S$)
0.25
0.27
(7.4)
Dividends declared for the financial year (cents)##
21
40
(47.5)
Dividend cover for the financial year (times)
1.2
0.7
71.4
S$
S$
%
203,756
201,242
1.2
Per $ employment costs
2.26
2.42
(6.6)
Per $ investment in property, plant and equipment
(before depreciation)
0.87
0.88
(1.1)
Per $ operating revenue
0.72
0.71
1.4
Value added
Per employee
This represents the recurring earnings of the media, property and other businesses.
#
^
Computed based on recurring earnings.
##
Dividends for both FY 2014 and FY 2013 are tax-exempt (one-tier). The proposed final dividend of 14 cents per share, comprising a normal dividend of 8 cents
per share and a special dividend of 6 cents per share, is subject to approval by shareholders at the Annual General Meeting on December 2, 2014. FY 2013
dividends included a special dividend of 18 cents per share paid pursuant to the establishment of SPH REIT.
NM Not Meaningful.
16
CHAIRMAN’S
STATEMENT
SPH has turned in a creditable performance in
Financial Year 2013/2014 with a net profit of
$404.3
million
The past financial year saw a series
of worrying events that impacted
the world economy and businesses
everywhere. Adverse developments
in the Ukraine and the Middle East, on
top of domestic policies to ease asset
price inflation and restructure the
economy, affected economic conditions
in Singapore. Inevitably, this took a toll
on SPH’s performance.
Despite these adverse conditions,
SPH managed to turn in a creditable
performance in Financial Year
2013/2014 with a net profit of $404.3
million. This represents a 6.2 per cent
decrease compared to the last financial
year. Group recurring earnings of
$349.0 million was lower by $20.3
million, mainly attributable to lower
contribution from the Newspaper
segment. Higher contributions from
property, magazine, exhibitions, radio
and online classified ameliorated
the drop.
Revenue from the Newspaper and
Magazines business was $931.7 million,
a $59.5 million or 6.0 per cent decline
from last year. This was attributable to
declines in both advertising revenue
($51.3 million or 6.8 per cent) and
circulation revenue ($9.7 million or
4.9 per cent).
SPH celebrated its 30 th anniversary
as a merged, multi-lingual media
company, with a variety of events and
activities to engage the public. These
included the SPH Lucky 30 Draw and a
birthday lunchtime concert at the newly
renovated Victoria Concert Hall as part
of SPH Gift of Music Series.
I am most proud of our ‘See The Big
Picture’ campaign, where British
artist and autistic savant Stephen
Wiltshire was commissioned to draw
the panoramic cityscape of Singapore
at Paragon over a five-day period. The
completed artwork was presented
to President Tony Tan Keng Yam in
September, as SPH’s gift to the nation
ahead of next year’s 50th anniversary of
Singapore’s independence.
Enhancing our Core Media Products
Despite the growing number of
alternative news sources and
rapidly changing consumer habits,
our media products continued
to demonstrate adaptability and
resilience, and remained relevant
to our readers, advertisers and all
our other stakeholders. All of our
newsrooms have undergone major
transformations to offer integrated
print plus digital offerings throughout
the day. A group-wide organisational
review also yielded significant
efficiency gains across the board.
A new Media Strategy and Analytics
Division was also set up to strengthen
our analytics capability. I must
commend the management team
and our editors for their determined
effort to reinvigorate our core media
business.
Annual Report 2014
Despite the growing
number of alternative
news sources and rapidly
changing consumer
habits, our media
products continued to
demonstrate adaptability
and resilience, and
remained relevant to
our readers, advertisers
and all our other
stakeholders.
Newspapers
SPH’s total newspaper circulation,
covering both print and digital editions,
averaged 1.07 million copies per day,
a year-on-year increase of 1.7 per
cent. This was achieved by continuing
to excel in print while strengthening
our presence in the digital space.
The total daily average circulation
(print and digital) of The Straits Times
and The Sunday Times registered
year-on-year growth of 2.2 per cent
to 459,300. Lianhe Zaobao achieved
year-on-year increase of 6.3 per cent to
183,300 total daily average circulation.
The Business Times grew 14.2 per cent
year-on-year to 48,200 total daily average
circulation copies.
To keep pace with changing trends,
several newspapers underwent
revamps, including Lianhe Zaobao
and Lianhe Wanbao. The Straits Times
enhanced its digital offerings and
made further gains in its all-in-one
package. Berita Harian introduced its
smartphone and tablet apps along
with its new website, while The New
Paper launched new apps for iPhone
17
and Android smartphones to mark the
paper’s 25th anniversary. These efforts
and other innovations demonstrate
our desire to continue to invest in our
core products and deliver improved
offerings to our customers.
Magazines
SPH Magazines maintained its
dynamism in a crowded magazine
market and turned in record-high
profits. It won multiple awards and
accolades for sterling editorial content,
outstanding design and creative
solutions. The growing number of
digital editions of our magazines - at
last count 70 of our magazines have
launched digital editions - will continue
to complement our print offerings.
With presence in Malaysia, Hong Kong,
China, India, Indonesia, Thailand,
the Philippines and Vietnam, we hold
a leading position in magazine
publishing in Asia, with a suite of titles
- our own titles such as Her World,
our flagship in the women’s segment,
licensed titles such as Men’s Health,
as well as contract titles such as
SilverKris.
18
CHAIRMAN’S
STATEMENT
Digital
A new Digital Division was set up
earlier this year to group together our
full spectrum of standalone digital
offerings - from Asiaone and Stomp
to SPH Razor. The division has also
established an SPH network and aims to
be a one-stop analytics-driven solution
to advertisers. The Group’s digital
technology resources have also been
consolidated, with the aim of building
up our in-house capability.
The Group’s latest digital offerings,
together with others launched in
the past, show SPH’s commitment to
offer all our news and media products
to consumers digitally - anywhere,
anytime and on any device.
Beyond Singapore, our forays into
online marketplaces continued to
make headway. In September last
year, 701Search, which operates
the online classified companies
Mudah.my (Malaysia), Berniaga.com
( I n d o n e s i a ) , Ayo s d i t o. p h ( T h e
Philippines) and Chotot.vn (Vietnam),
welcomed Telenor ASA, Norway’s
leading telecommunications operator,
as a third joint-venture partner in
addition to Schibsted, the Norwegian
media group. With this strategic move,
701Search is able to reap synergies
leveraging on Telenor’s established
Asian telecommunications network,
mobile internet capabilities and
subscriber base.
Growing our Adjacent Businesses
Our adjacent businesses have made
good progress. On the property front,
our third property offering, The Seletar
Mall, is slated to open at the end of the
year. Paragon, our premier upscale retail
mall and medical suite/office property
located in the heart of Orchard Road,
and The Clementi Mall, a suburban
mall in Clementi, were injected into
SPH REIT and listed on the Singapore
Stock Exchange. The REIT’s share price
has performed very well, reflecting the
good performance of the business with
its quarterly distribution consistently
exceeding its forecast.
Sphere Exhibits, SPH’s events and
exhibitions arm, organised more than
30 exhibitions and conferences in
Singapore, Malaysia, Myanmar and
the Philippines. Through its subsidiary
BizLink Exhibition Services, it also
launched the inaugural International
Franchise & Business Opportunities in
Vietnam this year.
The Group’s radio subsidiary, SPH Radio,
had a banner year. Kiss92, the new
station aimed at female listeners, made
an immediate impact since its launch
and took pole position in terms of share
of listenership in the latest Nielsen
ratings. Radio looks set to become a
profitable medium in our integrated
media offerings.
We will continue to pursue opportunities
that position the Group for sustainable
growth and value creation. We set up
a $100 million New Media Fund to
invest in media-related businesses to
stimulate growth.
accolade include business daily The
Business Times and Chinese-language
evening daily Shin Min Daily News.
SPH also won three awards for
excellence and three honourable
mentions at The Society of Publishers
in Asia 2014 Awards for Editorial
Excellence.
The many awards are testament to our
commitment to high standards and top
quality. Besides excelling in print, our
foray into the digital space also proved
fruitful. The Straits Times Communities
was awarded 2014 Digital Publishing
Innovation of the Year by Pacific Area
Newspaper Publishers’ Association
(PANPA).
I want to thank our team of dedicated
staff who worked tirelessly to achieve
SPH is committed to enhancing long-term shareholder
value through constantly pursuing growth opportunities.
It is the company’s philosophy to reward loyal
shareholders with a steady total return, in appreciation
of their support over the years.
To enable a swift response to
opportunities as they arise, we have
been maintaining investible funds
managed with a mandate for capital
preservation. Returns are expected to
commensurate with this risk profile.
For the year, the return on the Group’s
portfolio investments was 4.5 per cent,
a creditable performance amidst the
low interest rate environment.
Awards and Accolades
As Asia’s leading media organisation,
SPH maintained its record of winning
multiple accolades in various fields.
Just to name a few, our flagship dailies
- The Straits Times, Lianhe Zaobao
and Berita Harian - each won a “Best
in Print” Silver Award at the 13th Asian
Media Awards in April this year. The
“Best in Print” awards recognise the
daily reproduction and print quality of
Asian newspapers. Past winners of this
excellence. Human capital is indeed our
greatest asset, and we make every effort
to recruit, retain and reward our talents.
I am also happy that we won our first
Gold Award for Best Investor Relations
at this year’s Singapore Corporate
Awards. Improving the quality of our
disclosure and raising our standard of
corporate governance, especially in
our communication with shareholders
and the investing public, is also a key
priority.
Enhancing Shareholder Value
SPH is committed to enhancing long-term
shareholder value through constantly
pursuing growth opportunities. It is the
company’s philosophy to reward loyal
shareholders with a steady total return,
in appreciation of their support over
the years. As SPH celebrates its 30th
anniversary, it is worth highlighting that
Annual Report 2014
19
the company’s track record of paying
dividends has also been unbroken for
the last thirty years. This is no mean
feat, considering the economic cycles
that have hit Singapore and the
changing business environment over
the years.
This is the third year we have
embarked on sustainability reporting.
We believe that maintaining a good
balance between economic, social
and environmental performance is
imperative in creating long term value
for shareholders.
14 cents per share, comprising a Normal
Dividend of 8 cents per share and a
Special Dividend of 6 cents per share
in respect of the financial year ended
31 August 2014. We had earlier
declared and paid an interim dividend
of 7 cents per share.
In line with our strong dividend
history, a substantial proportion of
our recurring earnings, ranging from
80 per cent to more than 100 per cent,
have been distributed to shareholders
over the past decade. With the best
interests of shareholders in mind, we
will continue to assess opportunities of
returning surplus cash generated from
operations, whilst balancing against the
need to invest for the Group’s longer
term viability and sustainability.
Tribute and Thanks
On behalf of the SPH Board, I would
like to thank Professor Cham Tao Soon
and Mr Sum Soon Lim, who are retiring
from the Board at our Annual General
Meeting on 2 December. Professor Cham
was appointed Deputy Chairman of SPH
on 1 March 2004, and Acting Chairman
from 1 July 2011 to 1 December 2011.
Mr Sum was appointed to the Board
on 5 December 2003. Both gentlemen
have contributed greatly to steering
SPH through challenging times.
Throughout the challenges and
opportunities presented in the past
30 years, we have remained steadfast
and nimble, adapting to new market
trends and innovating to stay relevant
to all stakeholders. Part of this meant
some reorganisation and adjustments
to meet future challenges and seek out
opportunities for future growth.
Corporate Social Responsibility
As a responsible corporate citizen,
SPH continues to actively engage all
segments of the community. Together
with our business units, SPH and
SPH Foundation have championed a
growing diversity of programmes and
initiatives to give back to society, and
were honoured with the Corporate
Platinum Award by the Community
Chest and Distinguished Patron of the
Arts by the National Arts Council, among
other accolades.
As part of our 30 th anniversary
celebrations, we will be donating
$1 million (with government matching
under the Care and Share Movement) to
50 charities at our annual charity
cheque presentation this November.
I would also like to welcome Mr Tan
Chin Hwee and Ms Janet Ang, who
joined the Board on 1 March 2014 and
17 October 2014 respectively. I am
confident that with their rich and
diverse experience they will be able to
contribute to the Group as we constantly
look for new business opportunities to
strengthen our core media business.
On behalf of the directors, I would
like to thank our management, staff,
business associates, unions, investors
and all other stakeholders for their
continuous belief and support to
the Company.
To reward our loyal shareholders, the
Board has proposed a dividend of
With the continued support of all
stakeholders, I believe that SPH is wellpositioned to overcome obstacles that
will come our way as we continue to
strive for organisational and business
excellence.
Lee Boon Yang
Chairman
20
BOARD OF
DIRECTORS
Lee Boon Yang
uLee Boon Yang
Chairman
Non-Executive and
Independent Director
Boon Yang was appointed Director
of SPH on 1 October 2011. He is the
Non-Executive Chairman of Keppel
Corporation Limited. He is also
Chairman of Keppel Care Foundation
Limited, Singapore Press Holdings
Foundation Limited, Jilin Food Zone
Pte Ltd and Jilin Food Zone Investment
Holdings Pte Ltd.
He has extensive experience in public
service. He served as the Member
of Parliament for Jalan Besar and
Jalan Besar Group Representation
Constituency (GRC) from December
1984 to April 2011. He was the Minister
for Information, Communications and
the Arts before retiring from political
office in March 2009.
From 1991 to 2003, he served as
Minister in the Prime Minister’s
Office, Minister for Defence, Minister
for Labour and later Minister for
Manpower. Prior to that, he held several
public appointments including Senior
Minister of State for Defence, National
Development and Home Affairs, and
Parliamentary Secretary to the Ministers
for Environment, Finance, Home Affairs,
and Communications and Information.
Before entry into politics, he worked as
a veterinarian and R&D Officer in the
Primary Production Department. He has
also worked as the Assistant Regional
Director for the US Feed Grains Council,
Cham Tao Soon
and as Senior Project Manager for the
Primary Industries Enterprise Pte Ltd.
Boon Yang holds a B.V.Sc Hon (2A) from
the University of Queensland.
uCham Tao Soon
Deputy Chairman
Non-Executive and
Tao Soon was appointed Deputy
Chairman of SPH on 1 March 2004, and
Acting Chairman from 1 July 2011 to
1 December 2011. He has spent more
than 30 years in the academia sector
and currently is the Special Advisor of
SIM Governing Council.
He is also the Chairman of NSL Ltd, Soup
Restaurant Group Ltd and Singapore
Quality Award (SQA) Council.
He served as the Chancellor and
Chairman of SIM University from April
2005 to May 2014. He was a Director of
United Overseas Bank Ltd, Far Eastern
Bank Limited, WBL Corporation Ltd
and MFS Technology Ltd; a member of
the Council of Presidential Advisors;
and Chairman of the Singapore
Symphonia Co Ltd and the Nanyang
Fine Arts Foundation Ltd.
Tao Soon holds a Bachelor of
Engineering (Civil, Honours) from
the University of Malaya, a Bachelor
of Science (Mathematics, Honours)
from the University of London
and a Doctorate of Philosophy
(Fluid Mechanics) from Cambridge
University.
Alan Chan Heng Loon
uAlan Chan Heng Loon
Chief Executive Officer
Executive and
Non-Independent Director
Alan joined SPH as its Group President
on 1 July 2002, and was appointed
Chief Executive Officer on 1 January
2003. He is responsible for managing
the group’s portfolio of businesses
which include newspapers, magazines
and book publishing; Internet & mobile;
broadcasting; events and out-of-home
advertising and properties.
Alan is currently on the boards
of Singapore Press Holdings Ltd
and its subsidiaries including SPH
REIT Management Pte Ltd, MediaCorp
TV Holdings Pte Ltd and MediaCorp
Press Ltd.
He currently chairs the External Review
Panel for SAF Safety and the SingaporeChina Foundation.
He is also a member of the Public
Service Commission (PSC), the
Singapore Symphony Orchestra Council
and the Centre for Liveable Cities’
Distinguished Advisors’ Panel; and
a Director of Business China and the
Lee Kuan Yew Fund for Bilingualism.
He also serves on the boards of the
Federation Internationale of Periodics
Publishers and the World Association
of Newspapers and News Publishers
– IFRA (WAN-IFRA). He chaired the
Council that revised the Code of
Corporate Governance in 2012.
Annual Report 2014
Bahren Shaari
Before joining SPH, Alan was an
Administrative Officer in the Civil
Service. He has worked in the
Government for 25 years and some of
his previous appointments included
Permanent Secretary of the Ministry
of Transport, Deputy Secretary of the
Ministry of Foreign Affairs, Principal
Private Secretary to then Senior
Minister Lee Kuan Yew and Director of
Manpower, Ministry of Defence.
Alan holds a Diplome d’Ingenieur from
the Ecole Nationale de l’Aviation Civile,
France and MBA (with Distinction) from
INSEAD, France. He is a President’s
Scholar and was conferred the Public
Administration Medal (Gold and Silver)
and Meritorious Service Medal for his
contributions to public service. In 2009,
he was selected by INSEAD as “one of
50 Alumni who changed the world”.
uBahren Shaari
Non-Executive and
Bahren was appointed to the Board
on 1 April 2012. He is the Managing
Director and Marketing Head of South
East Asia, Bank of Singapore, and
has more than 20 years of private
banking experience in global financial
institutions.
Prior to joining Bank of Singapore,
he was Managing Director of UBS AG
Wealth Management where he headed
the South East Asia and Australia
Marketing team. He is active in public
service and was a board member of the
Maritime Port Authority of Singapore for
Chong Siak Ching
11 years. In 2008, he was conferred the
Public Service Medal by the President
of Singapore.
Bahren graduated with a Bachelor
of Accountancy from the National
University of Singapore. He attended
the Advance Management Program of
Wharton Business School and Columbia
University.
uChong Siak Ching
Non-Executive and
Siak Ching was appointed a Director
of SPH on 22 October 2010. She is
the Chief Executive Officer and a
Board Director of the National Gallery
Singapore. She was recognised as the
‘Outstanding CEO of the Year’ in the
Singapore Business Awards 2009.
She is also a Director of Jurong Health
Services Pte. Ltd. and Singapore-India
Partnership Foundation, a member of
the National Arts Council, NUS Board
of Trustees and Yale-NUS College
Governing Board.
She was President and Chief Executive
Officer of Ascendas Pte. Ltd and served
in the Ascendas group of companies
from 2000 to 2013. Prior to this, she
was Deputy Chief Executive Officer of
JTC Corporation from 2000 to 2001.
Siak Ching, a licensed valuer, graduated
from the National University of
Singapore (NUS) with an Honours
Degree in Estate Management and was
awarded a Gold Medal by the Singapore
21
Ng Ser Miang
Institute of Surveyors and Valuers.
She also has a Masters in Business
Administration from NUS and has
completed the Advance Management
Program at Harvard Business School.
She was conferred a Distinguished
Alumni Award by NUS in the Faculty of
Architecture and Building Management
in 1999. In 2009, she was again
conferred a NUS Distinguished Alumni
Service Award in recognition of her
unwavering commitment and service
to her alma mater.
uNg Ser Miang
Non-Executive and
Ser Miang joined the SPH Board on
1 August 2007. He is the Chairman of
TIBS International Pte Ltd and a Director
of Yanlord Land Group Ltd.
He was a Director of TIBS Ltd, SMRT Ltd,
Biosensors International Group Ltd,
International Factors (Singapore) Ltd,
Transpac Industrial Holdings Limited,
WBL Corporation Ltd and NTUC Choice
Homes Co-operative Limited. He
was the Chairman of NTUC Fairprice
Co-operative Limited and NTUC
Fairprice Foundation Ltd.
Ser Miang is Singapore’s non-resident
Ambassador to the Kingdom of
Norway, Chairman of the Singapore
Olympic Foundation, a member of
the International Olympic Committee
(IOC) and Chairman of the IOC
Finance Commission. He was a former
Nominated Member of Parliament and a
former non-resident Ambassador to the
22
BOARD OF
DIRECTORS
Quek See Tiat
Sum Soon Lim
Republic of Hungary. He was Chairman
of the Inaugural Youth Olympic Games
in Singapore in 2010. He was Vice
President of IOC from 2009 to 2013.
See Tiat graduated with Honours
(Second Class Upper) in Economics
from the London School of Economics &
Political Science. He is also a Fellow with
the Institute of Chartered Accountants
in England and Wales. He was conferred
the Public Service Medal in 2009.
He was named Outstanding Chief
Executive of the Year 1992. In addition
to the Public Service Star in 1999,
he was conferred the Meritorious
Service Medal (Pingat Jasa Gemilang)
by the Singapore Government for the
National Day Awards in 2010. He was
also conferred the Meritorious Award
Commander’s Cross by the President of
Hungary in 2012.
Ser Miang holds a BBA (Honours) from
the University of Singapore.
uQuek See Tiat
Non-Executive and
See Tiat joined the SPH Board on
1 September 2013.
From 1 July 1987 to 30 June 2012, See Tiat
was a Partner and subsequently Deputy
Chairman of PricewaterhouseCoopers
LLP. He has extensive audit and business
advisory experience, and has been
involved in planning, executing and
managing audits of large public listed
companies in Singapore.
See Tiat is the Chairman of the Building
and Construction Authority and serves
on the boards of the Monetary Authority
of Singapore, Energy Market Authority,
Singapore Technologies Engineering
Ltd and Neptune Orient Lines Ltd.
uSum Soon Lim
Non-Executive and
Soon Lim was appointed to the Board
on 5 December 2003.
He is the Chairman of Cathay
International Holdings Ltd and Bright
Vision Hospital, and a Director of
Singapore Technologies Telemedia
Pte Ltd, STT Communications Ltd and
National Neuroscience Institute of
Singapore Pte Ltd.
He has also served on the boards of
Yantai Raffles Shipyard Ltd, Eastern
Health Alliance Pte Ltd, Changi General
Hospital Pte Ltd, Singapore National Eye
Centre Pte Ltd, National Heart Centre
of Singapore Pte Ltd, KK Women’s and
Children’s Hospital Pte Ltd and Times
Development Pte Ltd.
He was conferred the Public Service
Medal for his contributions to public
service.
Soon Lim received a B.Sc. (Honours)
in Production Engineering from the
University of Nottingham, England.
Tan Chin Hwee
uTan Chin Hwee
Non-Executive and
Chin Hwee was appointed a Director
on 1 March 2014. He is the founding
partner and a Director of Apollo
Management Singapore Pte Ltd.
He is a Director of Keppel REIT
Management Limited (as Manager
of Keppel REIT), Lien Aid Limited
(Singapore) and KK Health Endowment
Fund; and President and Director of CFA
Singapore. He is also a member of the
Panel for Government Parliamentary
Committee for Finance and Trade
and Industry and sits on various
not-for-profit boards, including the
Advisory Panel for Volunteer Youth
Corp, Ministry of Community, Culture
and Youth. Chin Hwee is an Adjunct
Professor in a number of universities.
Chin Hwee was a Managing Director at
Amaranth Advisors.
Chin Hwee holds a Bachelor of
Accountancy (Second Class Upper
Honours) from Nanyang Technological
University, and a MBA from Yale
University. He completed a postgraduate
course at Harvard Kennedy School.
He is a Chartered Financial Analyst
(CFA) and is both an Australian and
Singapore registered Certified Public
Accountant (CPA).
Chin Hwee was honoured as a World
Economic Forum Young Global Leader
2010 and is the winner of the Singapore
2013 Distinguished Financial Industry
Certified Professional (FICP) Award.
He was also voted by the Hedge Fund
Annual Report 2014
Tan Yen Yen
Journal as among the emerging top 40
absolute return investors globally and
was also named as Best Asia Credit
Hedge Fund Manager by Hong Kongbased publication, The Asset.
uTan Yen Yen
Non-Executive and
Yen Yen joined the Board on 1 April
2012. She is currently the Regional VicePresident and Managing Director of SAS
South Asia Pacific, SAS Institute Inc.
She is the Chairman of the Singapore
Science Centre, a member of the
Defence Science & Technology Agency
(DSTA) Board, and Director of Cap Vista
Pte Ltd and Gemalto NV. Additionally,
she sits on the Board of Advisors of the
Singapore Institute of Directors. She is
a member of the National University
of Singapore’s School of Computing;
and the Ministry of Communications
& Information’s Infocomm Media
Masterplan’s Talent and Manpower
Work Committee.
Prior to joining SAS, she was Senior
Vice President, Applications, Oracle
Corporation Asia Pacific, and Vice
President and Managing Director for
Hewlett-Packard Singapore.
Yen Yen has played an active role in
Singapore’s infocomm industry, having
served as Chairman of the Singapore
Infocomm Technology Federation and
Deputy Chairperson on the Ministry of
Information, Communications and the
Arts (MICA) Internet and Media Advisory
Committee. She was also a member
23
Lucien Wong Yuen Kuai
Janet Ang Guat Har
of the Government Parliamentary
Council of MICA and the Economic
Strategies Committee’s IT Working
Group subcommittee and the Singapore
Institute of Management’s International
Academic Panel. She is in the Ministry
of Culture, Community and Youth’s
High Performance Sports Performance
& Selection Sub-Committee that steers
the development of High Performance
Sports in Singapore.
Lucien holds a Bachelor of Law (2nd
Class Upper) Honours degree from the
University of Singapore and was called
to the Singapore Bar in 1979.
Yen Yen has a degree in Computer
Science from the National University of
Singapore and an Executive MBA degree
with Helsinki School of Economics
Executive Education.
uLucien Wong Yuen Kuai
Non-Executive and
Lucien was appointed a Director on
15 October 2009. He is the Chairman
and Senior Partner of the law firm,
Allen & Gledhill LLP, and has extensive
experience in legal practice, specialising
in banking, corporate and financial
services work.
He is currently Chairman of the Maritime
and Port Authority of Singapore and
Singapore International Arbitration
Centre. He is a member of the Board
of Trustees of Singapore Business
Federation, and a Director of Singapore
Health Services Pte Ltd and Singapore
International Mediation Centre Limited.
He also sits on the boards of Temasek
Holdings (Private) Limited, Hap Seng
Plantations Holdings Berhad and
Singapore Airlines Limited.
uJanet Ang Guat Har
Non-Executive and
Janet was appointed a Director on
17 October 2014.
Janet has been the Managing Director
of IBM Singapore since July 2011.
She joined IBM in 1982 as a Systems
Engineer after graduating from the
National University of Singapore
(“NUS”) Business School. She spent
seven years in China with IBM Greater
China and Lenovo before returning to
Singapore to assume her current role.
Janet serves on various committees
in the community. She sits on the
boards of the Public Utilities Board
(PUB) and the InfoComm Development
Authority (iDA).
She also serves as board member of
the NUS Alumni Advisory Board, Caritas
Singapore as well as Employers’ Alliance
and the Institute of Systems Science.
She is also a committee member of
the Women’s Health Advisory Council
(WHAC), a Senior Member of the
Singapore Computer Society (SCS) and
President of the International Women’s
Forum (Singapore chapter). She was
also a committee member of the recent
Medishield Life Review Committee.
Janet holds a Business Administration
(Hons) degree from the NUS Business
School.
24
FURTHER INFORMATION
ON BOARD OF DIRECTORS
uLee Boon Yang
Chairman
Non-Executive and
uCham Tao Soon
Deputy Chairman
Non-Executive and
uAlan Chan Heng Loon
Executive and
Non-Independent Director
Date of first appointment as a director:
1 October 2011
Date of last re-election as a director:
29 November 2013
1 March 2004
29 November 2013
1 July 2002
30 November 2012
Board Committee(s) served on:
• Executive Committee
(Chairman)
• Nominating Committee
• Remuneration Committee
(Chairman)
(Chairman)
Current Directorships/
Principal Commitments
• NSL Ltd*
(Chairman)
• Keppel Corporation Limited* • Soup Restaurant Group Ltd*
(Chairman)
(Chairman)
• Keppel Care Foundation Limited
• Singapore Quality Award Council
(Chairman)
(Chairman)
• Singapore Press Holdings
• The Tan Chin Tuan Foundation
Foundation Limited
(Director)
(Chairman)
• Jilin Food Zone Pte Ltd
Directorships over the past 3 years
(Chairman)
(1/9/11-31/8/14)
• Jilin Food Zone Investment
Holdings Pte Ltd
• Singapore-China Foundation Ltd
(Chairman)
(Chairman)
• SIM University’s Board of Trustees
(Chairman & Chancellor)
(1/9/11-31/8/14)
• United Overseas Bank Limited*
(Director)
Nil
• Far Eastern Bank Limited
(Director)
* Public-listed company
• WBL Corporation Ltd*
(Director)
• MFS Technology Ltd*
(Chairman)
• Nanyang Fine Arts Foundation Ltd
(Chairman)
• SPH REIT Management Pte Ltd
- as Manager of SPH REIT*
(Director)
• Singapore Press Holdings
Foundation Limited
(Director)
• MediaCorp Press Ltd
(Director)
• MediaCorp TV Holdings Pte Ltd
(Director)
• Business China
(Director)
• Singapore-China Foundation Ltd
(Chairman)
• Public Service Commission
(Member)
• Lee Kuan Yew Fund for Bilingualism
(Member)
• Centre for Liveable Cities
(Member)
• Singapore Symphony Orchestra
Council
(Member)
• External Review Panel for
SAF Safety (Chairman)
(1/9/11-31/8/14)
• Singapore Power Ltd
(Director)
• SP PowerAssets Ltd
(Chairman)
• PowerGas Ltd
(Chairman)
Annual Report 2014
25
uBahren Shaari
Non-Executive and
uChong Siak Ching
Non-Executive and
uNg Ser Miang
Non-Executive and
1 April 2012
30 November 2012
22 October 2010
30 November 2012
1 August 2007
29 November 2013
• Audit Committee
(Chairman)
• Remuneration Committee@
• Audit Committee
Nil
(1/9/11-31/8/14)
• Maritime and Port Authority
of Singapore
(Board Member)
@
Appointed on 29 November 2013
• National Gallery Singapore
(Chief Executive Officer & Director)
• Jurong Health Services Pte. Ltd.
(Director)
• National University of Singapore
(Trustee)
• Yale-NUS College Governing Board
(Member)
• National Arts Council
(Council Member)
• Singapore-India Partnership
Foundation
(Director)
(1/9/11-31/8/14)
• Ascendas Pte Ltd
(Director)
• Standards, Productivity and
Innovation Board (SPRING)
(Deputy Chairman)
• Ascendas Funds Management (S)
Limited - as Manager of Ascendas
Real Estate Investment Trust*
(Deputy Chairman)
• Ascendas Property Fund Trustee
Pte. Ltd. - as Trustee-Manager of
Ascendas India Trust*
(Director)
• Ascendas Hospitality Fund
Management Pte Ltd - as Manager
of Ascendas Hospitality Trust*
(Director)
• Ascendas Hospitality Trust
Management Pte Ltd - as TrusteeManager of Ascendas Hospitality
Trust*
(Director)
• Frasers Property (China) Limited*#
(Director)
• Singapore Business Federation
(Deputy Honorary Treasurer)
#
Company listed on the Hong Kong Stock Exchange Ltd
• TIBS International Pte Ltd
(Chairman)
• Yanlord Land Group Limited*
(Director)
• Singapore Olympic Foundation
(Chairman)
(1/9/11-31/8/14)
• NTUC Fairprice Co-operative
Limited
(Chairman)
• NTUC Fairprice Foundation Ltd
(Chairman)
• WBL Corporation Limited*
(Chairman)
• NTUC Choice Homes Co-operative
Limited
(Chairman)
26
FURTHER INFORMATION
ON BOARD OF DIRECTORS
uQuek See Tiat
Non-Executive and
uSum Soon Lim
Non-Executive and
uTan Chin Hwee
Non-Executive and
1 September 2013
29 November 2013
5 December 2003
29 November 2013
1 March 2014
NA
• Audit Committee
• Board Risk Committee
(Chairman)@
• Audit Committee@
• Audit Committee@
• Board Risk Committee@
• Singapore Technologies
Engineering Ltd*
(Director)
• Neptune Orient Lines Ltd*
(Director)
• Building and Construction Authority (Board Member/ Chairman)
• Monetary Authority of Singapore
(Board Member)
• Energy Market AuthorityBoard
(Board Member)
• Singapore Technologies
Telemedia Pte Ltd
(Director)
• STT Communications Ltd
(Director)
• National Neuroscience Institute of
Singapore Pte Ltd
(Director)
• Cathay International Holdings Ltd*
(Chairman)
• Bright Vision Hospital
(Chairman)
(1/9/11-31/8/14)
• Workplace Safety and
Health Council
(Council Member)
• PricewaterhouseCoopers LLP
(Deputy Chairman)
@
(1/9/11-31/8/14)
• Yantai Raffles Shipyard Ltd (Director)
• Eastern Health Alliance Pte Ltd
(Director)
• Changi General Hospital Pte Ltd
(Director)
• Singapore National Eye Centre
Pte Ltd
(Director)
• National Heart Centre of
Singapore Pte Ltd
(Director)
• KK Women’s and Children’s
Hospital Pte Ltd
(Director)
• Times Development Pte Ltd
(Director)
@
• Apollo Management
Singapore Pte Ltd
(Director)
• Keppel REIT Management Limited
- as Manager of Keppel REIT*
(Director)
• Lien Aid Limited (Singapore) (Director)
• KK Health Endowment Fund (Director)
• CFA Singapore
(President and Director)
• Panel for Government Parliamentary
Committee for Finance and Trade
and Industry
(Member)
• Advisory Panel for Volunteer Youth
Corp, Ministry of Community,
Culture and Youth
(Member)
(1/9/11-31/8/14)
NA
@
Appointed on 1 March 2014
Annual Report 2014
27
uTan Yen Yen
Non-Executive and
uLucien Wong Yuen Kuai
Non-Executive and
uJanet Ang Guat Har
Non-Executive and
1 April 2012
30 November 2012
15 October 2009
30 November 2012
17 October 2014
N.A
• Board Risk Committee@
Nil
• IBM Singapore Pte Ltd
• Singapore Science Centre
(Director)
• Hap Seng Plantations
(Chairman)
• IBM Global Services (Singapore)
Holdings Berhad* (Director)
• Defence Science & Technology
(Director)
Agency • International Applications
• Singapore Airlines Limited* Solutions Pte Ltd
(Director)
(Director)
• Cap Vista Pte Ltd
(Director)
• Maritime and Port Authority of
(Director)
• Public Utilities Board
• Gemalto NV@Singapore
(Board Member)
(Chairman)
(Director)
• Caritas Singapore
• Temasek Holdings (Private) Limited
• National University of Singapore’s
(Board Member)
(Director)
School of Computing •
Institute of Systems Science (NUS)
• Singapore International
(Board Member)
(Member)
Arbitration Centre
• TNF Ventures
• InfoComm Development
(Chairman)
(Advisor Mentor)
Authority of Singapore
• Singapore International Mediation
• Singapore Institute of Directors
(Board Member)
Centre Limited
(Director)
(Director)
• Ministry of Communications &
• Eastern Development Private
Information – Infocomm Media
Limited
(1/9/11-31/8/14)
(Director)
Masterplan’s Talent and Manpower
• Eastern Development
Working Committee
Nil
Holdings Pte. Ltd.
(Member)
(Director)
• Ministry of Culture, Community
•
Allen & Gledhill LLP
and Youth High Performance
(Chairman and Senior Partner)
Sports, Performance & Selection
•
Singapore Health Services Pte Ltd
Committee
(Director)
(Member)
• Singapore Business Federation
(Trustee)
(1/9/11-31/8/14)
(1/9/11-31/8/14)
• Singapore infocomm
Technology Federation (SiTF)
• Linklaters Allen & Gledhill Pte Ltd
(Chairman)
(Director)
• Infocomm Development
• Mapletree Commercial Trust
Authority of Singapore (iDA)
Management Ltd
(Director)
(Director)
• Singapore Institute of Management
• Monetary Authority of Singapore
International Academic Panel
(Board Member)
(Member)
• Cerebos Pacific Limited*
(Director)
@
Listed in Amsterdam, Netherlands
@
Stepped down on 1 March 2014
28
SENIOR
MANAGEMENT
Back row from left:
Goh Sin Teck, Susan Leng Mee Yin, Warren Fernandez, Sng Ngoi May, Loh Yew Seng, Janice Wu Sung Sung,
Chua Boon Ping, Lim Swee Yeow
Front row from left:
Chua Wee Phong, Deborah Lee Siew Yin, Low Huan Ping, Tony Mallek, Patrick Daniel, Leslie Fong Yin Leong,
Ginney Lim May Ling, Lim Jim Koon, Mable Chan Kam Man, Seow Choke Meng
Annual Report 2014
29
30
SENIOR
MANAGEMENT
uPatrick Daniel
Editor-in-Chief, English & Malay Newspapers
Patrick was appointed Editor-in-Chief of the English &
Malay Newspapers Division of SPH in January 2007.
Prior to this, he was Managing Editor of the division from
September 2002, and Editor of The Business Times from
May 1992. He joined The Straits Times in October 1986
from the Singapore Government’s Administrative Service
where his last position was Director in the Ministry of Trade
and Industry.
Patrick chairs two SPH subsidiaries - Straits Times Press
and Shareinvestor.com Holdings - and is a director of SPH
Magazines, SPH Radio and Tamil Murasu Ltd. He also serves
on the boards of the National University Health System and
the Singapore University of Technology and Design.
Patrick graduated from University College, Oxford in 1976
with a Bachelor of Arts (Honours) in Engineering Sciences
and Economics. He also has a Masters in Public Administration
from the Kennedy School of Government, Harvard University.
uLeslie Fong Yin Leong
Senior Executive Vice-President, Marketing
Leslie went to Trafalgar Primary School and then Raffles
Institution. After obtaining his Higher School Certificate,
family circumstances made it necessary for him to start
working life.
He joined The Straits Times in August 1969 and has stayed
with the company ever since. Between 1983 and 1986,
he was seconded to Shin Min Daily News, where he became
its de-facto Chief Editor. He became Editor of The Straits
Times in 1987 at the age of 37.
He handed over editorship to Han Fook Kwang in September
2002 and became Editor-at-Large with special responsibilities
for China.
In April 2005, he took over as Head of Marketing Division and
was promoted to Senior Executive Vice-President, Marketing
in January 2008.
Leslie also holds chairman positions in New Beginnings
Management Consulting (Shanghai) Company Ltd and
sgCarMart.
uLim Jim Koon
Editor-in-Chief, Chinese Newspapers
Jim Koon holds a Bachelor of Arts (Honours) in Government
& Public Administration from Nanyang University, Singapore.
He is an advisor to the Center for World Chinese Media
Studies, Peking University and an adjunct professor at the
Lee Kuan Yew School of Public Policy and UniSIM.
uTony Mallek
Chief Financial Officer
Tony is the Chief Financial Officer for SPH. Before this
appointment in January 2010, he served as Executive VicePresident, Finance from July 2006 and Senior Vice-President,
Finance when he joined in June 2003.
Prior to this, he was General Manager, Finance for Intraco
Limited from 1999 to 2001. Originally from Hong Kong,
he started his career in 1978 in the United Kingdom and
has been with various U.S. multinationals until 1991 when
he was posted to Singapore.
His Singapore experience has mainly been in the healthcare
industry, including general manager positions in finance
and business development for Parkway Holdings Limited
from 1994 to 1997.
Tony is a director of SPH REIT Management Pte Ltd, as manager
of SPH REIT.
Tony holds a Bachelor of Technology (Honours) degree in
Operations Management from The University of Bradford
and is a Fellow of the Chartered Institute of Management
Accountants. He was elected to the Council of Institute of
Singapore Chartered Accountants (ISCA) in 2014.
uLow Huan Ping
Executive Vice-President, Technology (IT & Production)
Huan Ping is the Executive Vice-President, Technology
(IT & Production). He has been with the Group since 1987.
Huan Ping is also a director of M1 Limited, iFast Corporation
Pte Ltd, MediaCorp Press Ltd and Shareinvestor.com
Holdings Ltd.
Huan Ping started his career at the Ministry of Defence,
where he subsequently headed various IT departments.
Huan Ping holds a Bachelor of Arts (Honours) and Master
of Arts from Cambridge University, where he read Engineering
and a Master of Science from the University of Singapore.
He also graduated from Harvard Business School’s Advanced
Management Program. Since May 2012, he also oversees the
Production Division.
Jim Koon has been a journalist for 37 years. He took over the
helm of Lianhe Zaobao in December 1993 and served as its
Editor since January 1995. He handed over to Goh Sin Teck
in August 2011.
uGinney Lim May Ling
General Counsel, Executive Vice-President, Corporate
Communications & CSR, & Group Company Secretary
Jim Koon became Editor-in-Chief of the Chinese Newspapers
Division in June 2012, having served as Editorial Advisor in
the last ten months.
Ginney Lim is General Counsel, Executive Vice-President,
Corporate Communications & CSR, and Group Company
Secretary of SPH. She is also the General Manager
Annual Report 2014
31
of Singapore Press Holdings Foundation Limited,
an Institution of Public Character established in 2003 by SPH.
He was awarded the Public Administration Medal (Bronze)
(Military) in August 2007.
When she joined SPH in 1991, she was tasked to set up
the Secretariat/Legal Division. She is responsible for the
corporate secretarial, legal, risk management, insurance
and corporate communications functions in the SPH Group
and sits on several steering and senior management
committees. Ms Lim is a director of Times Development
Pte Ltd, Orchard 290 Ltd, SPH Retail Property Management
Services Pte Ltd and SPH REIT Management Pte Ltd, all of
which are wholly-owned property subsidiaries of SPH.
She is also a director of Waterbrooks Consultants Pte Ltd
and an alternate director in MediaCorp Press Limited.
Wee Phong graduated from the National University of
Singapore with a Bachelor of Arts (Honours) in Sociology on
an SAF scholarship.
Prior to joining SPH, Ms Lim was heading the Legal
& Secretariat department as well as the public relations
section of NTUC Income.
Ms Lim was admitted as an advocate and solicitor of the
Supreme Court of Singapore in 1985 and holds a Bachelor
of Law (Honours) Degree from the National University of
Singapore. She is also a Fellow in the Institute of Chartered
Secretaries and Administrators and an Associate of the
Chartered Insurance Institute.
uMable Chan Kam Man
Executive Vice-President, Human Resources
& Administration
Mable has been with SPH since 1997. Before taking
over as Head of Human Resources Division in June 2006,
she was Senior Vice-President, Customer Service Department,
Marketing Division.
In September 2013, she was placed in charge of the
Administration Division.
Prior to joining SPH, Mable was the Executive Director of the
Marketing Institute of Singapore.
She holds a Bachelor of Applied Science degree from the
South Australian Institute of Technology and a Masters
in Business Administration from the National University
of Singapore.
uWarren Fernandez
Editor, The Straits Times
Warren is Editor of The Straits Times, Singapore’s largest
selling English daily newspaper. He joined the newspaper in
1990 as a political reporter and rose to become News Editor.
He later also served as Foreign Editor and Deputy Editor.
He left to join Royal Dutch Shell in 2008 as a Global Manager
for its Future Energy project, before returning to The Straits
Times in February 2012 as its editor.
He graduated with First Class Honours from Oxford University,
where he read Philosophy, Politics and Economics, and also has
a Masters in Public Administration from Harvard University’s
John F. Kennedy School of Government. Both degrees were
obtained on Singapore Press Holdings scholarships.
He has written several books, including “Lee Kuan Yew: the
Man and his Ideas”; “Thinking Allowed: Fear, Politics and
Change in Singapore”; “Without Fear or Favour: 50 years
of the Public Service Commission”; “Our Homes: 50 years
of housing a nation”; “Men for Others”; and most recently,
“Lead Your Life!”. He was also part of the editorial team
that assisted Mr Lee Kuan Yew with his two part memoirs,
“The Singapore Story”.
He has served on various national committees, including the
Cost Review Committee; the Remaking Singapore Committee;
Singapore 21 and Compass, as well as on the boards of
directors for the National Environment Agency, the Civil
Service College and the Energy Studies Institute. Currently
he is a board member of the National Parks Board (NParks),
National Heritage Board (NHB), sgCarMart and Sphere
Exhibits Pte Ltd.
uGoh Sin Teck
Editor, Lianhe Zaobao
Sin Teck joined SPH’s Chinese flagship paper, Lianhe Zaobao,
uChua Wee Phong
in 1987 upon graduating from the National University of
Executive Vice-President, Circulation
Singapore with a Bachelor of Arts in Sociology. He worked
his way up as a crime reporter to become the Editor of Lianhe
Zaobao and the Consulting Editor of My Paper (Chinese
Wee Phong has been with SPH for 20 years. He joined
Circulation in May 1994 and was appointed head of the
Section), Singapore’s first and only bilingual free-sheet.
division in May 2005. He is currently the Chairman of Sphere
He also oversees Zaobao.com, the online edition of Lianhe
Exhibits Pte Ltd.
Zaobao. He is a Director of SPH Radio Pte Ltd and Zaobao.com.
Prior to joining SPH, Wee Phong served in the Singapore
Armed Forces (SAF) for a period of 13 years. He was promoted
to the rank of Colonel in 2005 and is currently the Chief of
Staff, 9th Division.
Sin Teck presently serves on the boards of URA and the
NTU’s Board of Trustees and is a member of the National
Integration Council, National Translation Council, the Political
Films Consultative Committee and the Committee to Promote
Chinese Language Learning.
32
SENIOR
MANAGEMENT
uDeborah Lee Siew Yin
Executive Vice-President, Corporate Development
Deborah joined SPH as Executive Vice-President, Corporate
Development in April 2007. Prior to joining SPH, she was a
consultant, specialising in corporate development work and
mergers and acquisitions.
Before her consultancy work, Deborah was Senior VicePresident, Business Development at the Wuthelam Group,
overseeing the establishment of the industrial electronics
business, real estate business development and private
equity investment for the Group in the region.
Deborah started her career as an auditor with Pricewaterhouse
and subsequently joined Hewlett Packard, holding various
management positions over a period of 11 years.
She holds a Bachelor of Accountancy (Honours) and a Master
in Applied Finance from the National University of Singapore.
She is a CFA charterholder.
uLim Swee Yeow
Senior Vice-President, Production
Swee Yeow has been with SPH for 14 years. He joined
Production in January 2000 as Production Manager.
Throughout his career with SPH, he helmed various sections in
Operations, Engineering, Materials and Newsprint purchases.
He was appointed head of division in September 2011.
He was involved in major projects with the company’s
printing presses and print processes such as the GOSS
Colorliner upgrades (2011), manroland Uniset (2008) and
KBA Commander (2002). He was also responsible for building
the state-of-art printing presses and mailroom systems.
Swee Yeow graduated with a Bachelor of Science in Industrial
and Manufacturing Engineering from Oregon State University,
USA. He also holds a Higher National Diploma in Printing and
Publishing Production from London College of Printing, UK.
uSeow Choke Meng
Executive Vice-President, Times Properties and Cultural
Industry Promotion, Chinese Newspapers
Choke Meng has been with the newspaper group for the last
35 years after spending five years in the airline industry.
He has held various positions, including General Manager,
Human Resource Operations and General Manager, Circulation
cum General Manager of Chinese Newspapers’ Editorial
Services Department.
Choke Meng is currently Executive Vice-President of Times
Properties and Cultural Industry Promotion of the Chinese
Newspapers Division. He is also the Executive Director of
Times Development Pte Ltd. Apart from serving in grassroots
and community organisations, he is Chairman of the Promote
Mandarin Council and a Board Member of the National
Healthcare Group. He is also a Standing Committee member
of the Singapore Chinese Chamber of Commerce & Industry
since 2005.
Choke Meng graduated from the University of Singapore with
a Bachelor of Science (Honours) degree.
uSng Ngoi May
Executive Vice-President, Retail Property Management
Ngoi May is Executive Vice-President, Retail Property
Management, SPH with effect from 1 March 2013. Prior to
that, she was the Executive Director, SPH Retail Property
Management Services Pte Ltd.
In her role, she oversees the property management
responsibilities of the SPH Group’s retail properties, which
are Paragon and The Clementi Mall. She is also involved in the
development and marketing of the Group’s latest retail mall
at Fernvale Road, The Seletar Mall, which will be completed
in December 2014.
Ngoi May is the Chairman of the Orchard Road Business
Association, an appointment that she has held since
September 2006.
Between 1983 and 2005, Ngoi May was with SPH and last
held the position of Executive Vice-President responsible for
the Group’s Properties, Administration, Information Resource
Centre, Legal/Secretariat and Corporate Relations functions.
Prior to SPH, she was in the Government Administrative
Service and worked in Ministries of Health, Finance and
Home Affairs. Ngoi May holds a Master of Science from the
University of Singapore.
uJanice Wu Sung Sung
Senior Vice-President, Media Strategy and Analytics
Janice was appointed to head the newly created Media
Strategy and Analytics Division in February 2014. Janice
has held various positions across divisions in SPH in the last
16 years, with stints in Legal/Secretariat, SPH AsiaOne Ltd
and Corporate Development. She was actively involved
in legal advisory work, M&A transactions, joint ventures,
property acquisitions and corporate planning. She also serves
as director of SPH subsidiaries including SPH Magazines,
sgCarMart and The Seletar Mall.
Janice graduated from the National University of Singapore
with a Bachelor of Law (Honours) Degree and is qualified as
an advocate and solicitor of the Supreme Court of Singapore.
Prior to joining SPH as legal counsel, she was in private legal
practice and legal counsel in the Ministry of Defence.
Annual Report 2014
uChua Boon Ping
Chief Executive Officer, SPH Media Fund
Boon Ping was appointed CEO of SPH Media Fund in August
2014. He has 14 years of venture capital and M&A experience
in the technology, media and telecommunications sectors.
Prior to joining SPH, he was Senior Vice President of EDBI,
the corporate investment arm of Singapore’s Economic
Development Board, where he headed the Internet and
Digital Media investment team.
He holds a Bachelor of Engineering (Honours) and a Master in
Business Administration (Banking & Finance) from Nanyang
Technological University. He is a CFA charterholder.
33
She was also the General Manager of Orchard 290 Ltd,
a wholly owned subsidiary of SPH, from 1997 to 2004.
She was a pioneer member of the management team
which redeveloped Paragon and The Promenade into one
fully integrated high-end premier shopping mall with a
prestigious office and medical tower.
She is Fellow of the Chartered Association of Certified
Accountants (FCCA), UK.
uLoh Yew Seng
Chief Executive Officer, SPH Magazines Pte Ltd
uSusan Leng Mee Yin
Chief Executive Officer, SPH REIT
Yew Seng was appointed Chief Executive Officer of SPH
Magazines Pte Ltd in June 2006. He joined SPH in July
2001 and was Vice-President of Finance and Chief Financial
Officer for the magazines business group before his
current appointment.
Susan was appointed CEO of SPH REIT in 2013. She has
16 years of shopping centre and property development
experience and eight years of accounting and finance
experience.
Yew Seng began his career in 1994 with Arthur Andersen and
held notable corporate finance and financial analyst positions
in Banque International à Luxembourg, Van der Horst
Limited and Visa International.
Susan began her career as an auditor with Coopers & Lybrand
and her last appointment was Accounting Manager with
Scotts Holdings Limited before she made a career change
to shopping centre management in 1992. Since then,
she has held various appointments, including General
Manager of Scotts Shopping Centre, Director of Retail
Management with Far East Organisation and General Manager
of Capitol Investment Holdings.
He holds a Bachelor of Accountancy (Honours) from
Nanyang Technological University and has been a CFA
charterholder since 1999.
34
CEO’S OVERVIEW
OF GROUP OPERATIONS
The Group operating revenue was
$1,215.2
million
for the financial year 2013/2014
Annual Report 2014
Despite the continuing challenges
confronting the media industry, SPH
delivered a commendable performance
in the last financial year.
The Group operating revenue was
$1,215.2 million for FY 2014, 2.0 per
cent lower than the previous year. The
recurring earnings decreased by 5.5 per
cent to $349.0 million.
Revenue from our core Newspaper
and Magazine business was $931.7
million. Advertisement revenue was
$705.9 million.
The Group’s other businesses registered
strong growth as revenue soared
$28.4 million (56.7 per cent) to $78.5
million, boosted by contributions from
exhibitions, online classified and the
radio business. The creditable showing
by the Group’s growth segment, coupled
with the $6.8 million or 3.5 per cent
rise in property revenue on the back of
higher rental income from Paragon and
The Clementi Mall, partially negated the
reduced contribution from Newspaper
and Magazine business.
NEWSPAPERS
SPH’s newspapers turned in another
fruitful year amidst a challenging
media climate.
The Straits Times (ST), SPH’s Englishlanguage flagship newspaper, held its
place as the most-read daily publication
in Singapore. Its combined print and
digital readership remained high
at 1.37 million, or 33.6 per cent of
Singapore’s multilingual population
aged 15 and older, according to the
Nielsen Media Index Report 2013.
The overall readership was bolstered
by the growth of its online and mobile
editions. Based on the Audit Bureau of
Circulation’s criteria, total paid digital
subscriptions for ST on its multiple
platforms rose to 149,600, up 28 per
cent from 2013.
With the popularity of its digital editions,
ST ramped up its integration efforts,
transforming its newsroom into a multiplatform, round the clock operation.
To deepen reader engagement, the
team launched web specials. These are
stories that use multi-media to explain
the issue better, or which explain
topics in a digestible format. ST also
launched highly interactive e-books,
including a monthly The Life magazine.
It also started a new ST Education
Communities site, in addition to the
current Entertainment community.
A Travel community is in the pipeline.
Chinese flagship newspaper Lianhe
Zaobao (ZB) launched Zaobao.sg,
a local website focusing on local news.
Its Sunday edition, ZB Sunday, was also
refreshed with new design and content,
offering a comprehensive coverage of
key developments in Singapore and
abroad in the news section. There is
more cross-platform news coverage
between the digital and print editions.
Together with Chinese evening daily
Lianhe Wanbao, ZB launched an
outreach programme where journalists
and volunteers met senior citizens
to share news stories with them in
35
Mandarin or in various Chinese dialects
in August 2014. The objective of the
pilot programme is to reach out to and
connect with senior citizens, keeping
them informed and engaged with our
society. Lianhe Zaobao also actively
promoted the Chinese language and
culture by bringing in Chinese arts
productions to Singapore and organised
events such as the inaugural Chinese
Challenge, a national competition
for secondary school students to
enhance their knowledge of the
Chinese language.
The Business Times (BT) had a strong
year, with total circulation up by 14.2 per
cent to 48,200. Print circulation bucked
the general downtrend to register a
5 per cent increase to 32,900, while
total paid digital subscriptions saw
strong growth from 11,000 to 15,300.
The paper continued to celebrate
excellence in the business fraternity
with a range of corporate awards –
the Singapore Business Awards, the
Singapore Corporate Awards, the
Enterprise 50 Awards and Emerging
Enterprise Awards. It also organised
entrepreneurship seminars and
networking nights to bring together
business owners, advertisers and
newsmakers.
The New Paper (TNP) held its place
as the second-most read among paid
English daily newspapers in Singapore,
with an average daily readership of
363,000, according to Nielsen’s 2013
survey. After turning 25 in 2013, it
underwent a revamp to make its content
more local, vocal and social. At the same
time, it updated its design and look.
36
CEO’S OVERVIEW
OF GROUP OPERATIONS
The paper also broadened its digital
reach with a new smartphone app,
launched just before the World Cup
2014. Within weeks of its launch, it
was the most popular Free News App
downloaded on the iTunes Store.
The Group’s Malay-language newspaper,
Berita Harian (BH), also executed
a transformation from a print-only
newsroom to a print-plus-digital
operation. This culminated in the
successful launch of its new mobile
apps and website in December 2013. BH
received funding from the Lee Kuan Yew
Fund for Bilingualism to publish a free
monthly bilingual magazine in English
and Malay for pre-school children
and their parents. The newspaper
continued to engage its readers with its
events, organising a futsal tournament
and several health forums to discuss
issues of concern for the community,
as well as the annual BH Achiever of the
Year award.
Tamil Murasu (TM) had another good
year of growth in both circulation and
advertising. Together with tabla!, the
free weekly launched by TM for the
English-speaking Indian community, it
hosted the annual Deepavali shopping
festival at the Singapore Expo, and the
third Integration Cup golf tournament
and Integration Night dinner. The tabla!
Community Champion Award was
presented to Mr Mohamed Abdul Jaleel,
a philanthropist and businessman.
Lianhe Wanbao, which celebrated its
30th anniversary in 2013, achieved a
new milestone with the launch of its
smartphone and tablet apps as well as
a new website in September 2013. The
joint initiative by Lianhe Wanbao and
omy.sg enabled readers to get in touch
with the evening daily across multiple
platforms including print, online
and mobile. Lianhe Wanbao was also
relaunched with a new look in July 2014
to better connect and communicate
with its readers.
Complementing its newspaper content,
Shin Min Daily News has been active in
book publishing and signature events to
engage its readers. Community events
such as Heartland Expert Challenge
and Graceful Living Workshop were
popular with heartlanders and senior
citizens. Shin Min published the
fourth volume of the popular Words
of Wisdom by Master Hsing Yun, which
was launched at the Singapore Book
Fair in June 2014.
SPH’s free daily My Paper was revamped
in December 2013. Several new
sections, including Business, Sports
and Opinion, were introduced and
its look and design were spruced up.
Its renewed focus on the concerns
and lifestyles of professionals and
executives was well received by readers
and advertisers.
The newspaper advertising business
is facing challenges brought about by
a combination of factors, including
policy measures to curb property price
inflation and vehicle ownership and
economic restructuring. To ensure that
we are able to respond to the changing
SPH’s newspaper circulation business ended FY 2014
with 1,068,500 daily average copies, a year-on-year
growth of 1.7 per cent as its suite of digital products
continued to demonstrate increasing relevance
with readers.
The Straits Times and The Sunday Times registered a
year-on-year growth of 2.2 per cent to 459,300 daily
average circulation copies as its total paid digital
subscriptions rose to 149,600 copies.
Annual Report 2014
environment, our Marketing Division
has reorganised its various teams to
place more emphasis on giving our
customers and partners greater value
and returns. They have moved from
the traditional way of selling print
advertisements to providing advertisers
with a one-stop media solution across
all our media platforms.
In line with this transformation, the
display sales team has been restructured
and renamed as Integrated Sales. Apart
from marketing print advertisements,
this team will now offer all existing
advertisers an integrated solution that
includes radio, outdoor, digital, as well
as events and exhibitions. Regular
advertisers have not only increased
their spending to include non-print
advertisements, their returns on their
investment have also improved due to
the multi-media exposure in our online,
radio and outdoor platforms.
Over at our Print Classified, another
transformation is taking shape. With a
new look and direction, the Classified
sections of all our newspapers are
aiming to become effective marketplaces that will better serve the buying
needs of our readers. The changes
enabled Print Classified to book an
additional revenue of over $10 million
from mostly new advertisers between
January and August 2014.
To enhance our core media business,
we set up the Media Strategy and
Analytics Division (MSA) in February
2014. It works with various divisions
and subsidiaries across SPH to jointly
formulate strategies to grow revenue
by harnessing existing assets and
identifying possible new revenue
streams for our newspapers and
magazines businesses. MSA is also
working with our editorial colleagues
to forge new ways of delivering our
content to readers across platforms.
The strategy formulation would include
competitive landscape scanning and
analyses of emerging trends, especially
in the rapidly evolving digital space.
CIRCULATION AND
SUBSCRIPTION
SPH’s newspaper circulation business
ended FY 2014 with 1,068,500 daily
average copies, a year-on-year growth
of 1.7 per cent as its suite of digital
products continued to demonstrate
increasing relevance with readers.
The Straits Times and The Sunday Times
registered a year-on-year growth of
2.2 per cent to 459,300 daily average
circulation copies as its total paid
digital subscriptions rose to 149,600
copies. Lianhe Zaobao grew its total
circulation to 183,300 daily average
circulation copies, a robust growth of
6.3 per cent, with digital contribution
averaging 33,300 copies.
Our newspapers continued to garner
substantial increases in circulation
copies during general news breaks. The
Little India Riot and the disappearance
of Malaysia’s airline MH370 were major
news which boosted a surge in demand
for print across all publications. The
Little India Riot resulted in 124,000
37
incremental copies over a three-day
period and the MH370 newsbreak saw
a total of 255,000 incremental sales
copies for the month of March 2014.
To meet readers’ increasing demand,
several additions to the Group’s
existing family of digital products were
introduced this year. Lianhe Wanbao
launched its first digital campaign in
October 2013 and is now available in
online, smartphone and tablet formats.
Readers were also introduced to the Allin-One bundle, which allows them to
access both print and digital media in
a single package.
Berita Harian launched its first digital
campaign in January 2014. With the new
apps, readers can now access newspaper
content on-the-go. Advertisers are also
given the opportunity to present their
campaigns on a multimedia platform.
NEW MEDIA
SPH has embarked on a journey of
transformation to grow its digital media
business with the setting up of the new
Digital Division in February 2014 to
power our digital strategy.
This move brought together the digital
ad sales, technological development,
online classifieds – STJobs, STProperty,
STCars, STClassifieds, and digital teams
of AsiaOne, Stomp and SPH Razor,
under one roof. By bringing together
the Group’s digital expertise, we are
able to derive greater efficiencies,
speed-to-market, and leverage best
38
CEO’S OVERVIEW
OF GROUP OPERATIONS
practices for SPH’s portfolio of online,
mobile, and advertising products.
This reorganisation allowed online
advertisers to access SPH digital
properties and helped them to deliver
innovative, creative and enterprising
integrated ad solutions. Setting up the
Content Studio, a dedicated editorial
unit to deliver tailored content for
brands, also allowed us to connect
brands to their target audiences
more effectively.
With mobile consumption growing
rapidly, we continued to boost our
array of mobile products to cater to
users. Among others, AsiaOne launched
an award-winning news app for iPad,
covering more than 17 categories of
news and lifestyle content; SoShiok,
our food guide, also launched with a
fresh look on both iOS and Android
platforms, introducing a feature that
rewards loyal readers with points which
they can redeem for vouchers. TNP
launched its news app, offering readers
an interactive news experience on
their smartphones.
ST produced more e-books and
e-magazines on tablets, including
the award-winning Myanmar Sunrise
e-book, and ST 100, a pictorial e-book
showcasing the best pictures of major
news events in the past year. In June
2014, the ST Appreciates Readers
(STAR) app was launched. Among
its other features, it carries The Life
monthly lifestyle e-magazine produced
by the ST Life! team.
ZB launched Zaobao.sg, a one-stop
information portal for local ZB readers
in November 2013. Through this
website, readers could access in-depth
reports and opinion pieces carefully
produced and curated by ZB’s team
of editors and reporters. The site also
offers breaking news and a revamped
local stock market microsite. ZbBz, the
luxury lifestyle magazine by ZB, also
launched its digital edition this year.
Bilingual news and entertainment
website omy.sg continued to engage
online users with its lively content,
and its flagship event Singapore Blog
Awards returned for the seventh year
to honour the best Singapore bloggers.
STJobs revamped its site in July,
personalising and optimising the job
search process for users across web
and mobile. The revamp generated a
46 per cent increase in user registration
and saw more than 600 per cent
increase in resumes created in the first
month. The STProperty team launched
Singapore Property Watch (SPW), an
analytics service in September last
year, empowering users with data and
insights in buying and selling property.
The team continued to organise
its popular STProperty Seminar,
showcasing Malaysian property, as
well as a full-house forum for property
agents on rising up to the challenges
in the Singapore Property Market. It
was recognised as the Best Classified
Website with over 1 million unique
monthly visitors in the EPPY awards,
among other accolades. With more
than half of the STClassifieds users
accessing the site through mobile
devices, the team adopted a ‘mobilefirst’ strategy in product development,
optimising the mobile user experience.
STDirectory also brought directory and
directional information to the fingertips
of Singaporeans with both a mobile
site and a mobile app which garnered
20,000 downloads in the first two
months of launch.
Our leading automotive site
sgCarMart.com garnered over 40
million page views per month. Its car
auction service sgCarMartQuotz saw an
increase in transaction rate with over
1,000 vehicles sold last year, while its
forum site myCarForum.com maintained
its leading position with the highest
participation rate and online traffic
amongst all Singapore car forums.
Our regional joint venture online
classified business continued to grow
from strength to strength. Mudah.my
cemented its position as the largest
local website in Malaysia with monthly
unique visitors of nearly 8 million on
both desktop and mobile, and total
page views surpassing 700 million
every month. Berniaga.com and
Ayosdito.ph were the second largest
online classified site in Indonesia
and the Philippines respectively.
Chotot.vn remained the largest online
marketplace in Vietnam with nearly
10 million users and 500 million page
views every month.
ShareInvestor (SI) continued to grow
its market data business in Singapore
and Malaysia. It is also the market
leader in providing online investor
relations services to more than 450
publicly listed companies in the region,
including Thailand. All of SI’s business
Annual Report 2014
lines registered growth. Its event
business also thrived, with more than
50 investor education events in the
year. The flagship event, INVEST Fair in
Singapore, attracted over 40 exhibitors
and more than 15,000 participants.
INVEST Fair Malaysia reached out to
more than 5000 participants.
SPH Data Services, a collaboration with
SGX and FTSE to produce, maintain,
license and market the Straits Times
Index and the suite of FTSE ST indices,
maintained its growth. This was based
on the strength in its product licensing
and market data business. The ongoing
effort to enhance the tradability of
the indices has also opened up new
licensing opportunities.
MAGAZINES
SPH Magazines continued to hold its
leading position in the market, with
its women titles, including Her World,
Female, Singapore Women’s Weekly,
CLEO and Simply Her, ranked as the top
five most-read women’s magazines in
Singapore, according to Nielsen Media
Index 2013.
Based on the Index, special interest
titles such as Men’s Health, Young
Parents and Home & Décor also
occupied market leader positions in
their respective genres.
Notwithstanding the strong success
of its print brands, SPH Magazines
continued its push towards digital
and mobile, which it has embarked on
since 2012.
HardwareZone.com remains the
region’s leading tech portal with
over 3.7 million unique visitors and
more than 56 million page views
per month just for the Singapore site.
Since its re-design, herworldPLUS.com
has established itself as marketers’
preferred site to reach discerning, high
net-worth women. Homeanddecor.com.sg
was revamped and in addition to
featuring design ideas and trends, it
now offers a platform for professionals
to showcase their portfolio of products
and services.
SPH Magazines’ portfolio of tablet
editions has also grown rapidly to
encompass 70 titles across seven
countries. Subscription drives kicked
in throughout the year to entice a
new generation of digitally-enabled
consumers to embrace magazines.
The availability of digital platforms
also offered advertisers more creative,
integrated marketing solutions across
SPH Magazines’s brands, engaging
consumers across multiple touch points.
Today, SPH Magazines’ network of
brands - 100 print magazines in nine
countries, 10 lifestyle and luxury
portals and 70 tablet magazines in
seven countries – has garnered more
than 57 million page views, 500,000
cumulative digital readers and a reach
of over 4.3 million. SPH Magazines
continued to share its experiences and
expertise with its overseas subsidiaries,
offices and partners across Malaysia,
China, Hong Kong, Thailand, Indonesia
and Vietnam to facilitate their evolution
to multi-platform publishers.
39
U-Weekly (UW), the popular Chinese
entertainment, lifestyle and social news
magazine published by Focus Publishing
continued to entertain readers with the
latest showbiz happenings and lifestyle
trends. Another bestseller, the quarterly
Chinese magazine Health No.1,
offered readers updates on the best of
both western and traditional Chinese
medicines.
BOOK PUBLISHING
Straits Times Press (STP) had another
successful and profitable year. One
highlight was the publication of a
coffee-table book “Lee Kuan Yew: A
Life In Pictures” comprising more than
500 photographs from Mr Lee’s life.
More new books were published in
2014. Four were from The Straits
Times: “Straight Talk - Reflections on
Singapore Politics and Economy”, “More
Talk Money”, “When The Party Ends China’s Leaps & Stumbles After The
Beijing Olympics”, and “Small Change
- Investment Made Simple”. Two were
by The New Paper writers: “Singapore
Raw - 25 Stories From 25 Years of News,
Emotion”, and “Foul! The Inside Story of
Singapore Match Fixers”.
Other major book launches included
“The Making of NTU - My Story” by
Professor Cham Tao Soon, ”We Also
Served - Reflections of Singapore’s
former PAP MPs”, and “Fortitude - The
Life and Times of Heah Joo Seang”,
“One Man’s View” by Lee Kuan Yew,
released the year before in English, was
published in Chinese by STP in 2014.
40
CEO’S OVERVIEW
OF GROUP OPERATIONS
Focus Publishing’s best-selling Chinese
magazine UW published the eighth
“Yummy Guide” and special interests
books, such as “Men at the Helm” and
“Chinese Temples in Singapore”.
PROPERTIES
Following the strong debut of SPH REIT’s
listing in 2013, it outperformed forecast
in FY 2014, rewarding unitholders
with higher returns. Both Paragon and
The Clementi Mall delivered a strong
performance last year, achieving 100
per cent committed occupancy.
The Seletar Mall, a joint venture
between SPH and United Engineers
Developments, is slated to open by end
2014. The four-storey suburban lifestyle
mall with two additional basement
levels has a gross floor area of 284,000
sg ft and net lettable area of 188,000
sq ft. It is over 90 per cent leased so
far. The family-oriented shopping mall
will cater to Singaporeans staying in
Sengkang, Hougang, Punggol, Seletar
and Ang Mo Kio.
RADIO
SPH Radio had a banner year. Its
Kiss92 station, targeting females
and the family, continued to grow its
cumulative listenership to 574,000.
It secured Number 1 ranking in share of
listenership among all English stations
in Nielsen’s Radio Survey Wave 1
in 2014.
SPH Radio’s English contemporary hits
station, Hot FM91.3, maintained its
318,000 cumulative listenership while
growing its percentage share and time
spent listening. It introduced Hot FM
Control, allowing fans to vote for the
artists and songs they want to hear in
real-time. This first-of-its-kind service in
Singapore was honoured with a Bronze
award for Best App by a Media Owner in
2014’s MobEx Awards Singapore.
UFM 100.3, SPH Radio’s Chinese
language station, enjoyed the biggest
growth in number of listeners among
all Chinese language stations, from
266,000 to 320,000.
EVENTS, CONFERENCES
& EXHIBITIONS
Sphere Exhibits (Sphere) achieved
resounding success in its expansion
plans this year. Apart from revamping
and expanding existing shows, Sphere
made significant progress in its overseas
expansion and established its presence
in Malaysia, Myanmar, Philippines and
Sri Lanka.
Sphere’s signature technology show
COMEX celebrated its 20th anniversary
this year with a new look and revamped
content. Office Expo Asia, which
returned for the second year, expanded
to 3,500 sqm and enjoyed a 40 per cent
increase in participants.
Sphere gained significance as a MICE
player in Malaysia when it acquired
seven established exhibitions this
year. Sphere is active in the parents
and kids sector with shows such as
SmartKids Malaysia, International
Baby Expo, Motherhood Expo and
Parents & Kids Expo. KL Wedding Expo
is held four times a year starting from
2014. Facon Education Fair, the largest
tertiary education event, is held
twice a year and has garnered more
international pavilions. For trade events,
Sphere is the organiser for Malaysia
International Food & Beverage Fair, The
Golden Bull Award, The International
Exhibition on Instruments, Controls
and Automation Technology (ICA)
and The International Exhibition on
Laboratory Instrumentation, Equipment,
Automation and Services (MLab).
Sphere exported its trade event
for the building and construction
sector to Myanmar and launched
BuildTechYangon 2014. It also launched
the biggest edu-tainment event,
SmartKidsAsia, in the Philippines. With
more than 100 participating brands, the
exhibition covered 2,750 sqm of the
SMX Convention Centre and was well
attended by over 17,000 visitors.
Sphere Conferences continued to ride
the momentum in Myanmar. Apart
from holding the second edition of
the Hospitality & Tourism Conference,
Banking & Business Development
Conference and Urban Development
Conference, the team successfully
launched the inaugural Real Estate
Show and Civil Aviation Development
Conference. Not to miss out on Sri Lanka
as the upcoming MICE destination, the
Hospitality and Tourism Conference
was introduced in the country this year.
Annual Report 2014
OUT-OF-HOME
ADVERTISING
The cross-selling of ads across the
different platforms has helped SPH
MediaBoxOffice, the Out-of-Home
(OOH) advertising unit, contribute a
year-on-year increase in profit of more
than four times despite the competition.
The team also secured exclusive rights
to new OOH advertising sites to give
more choices to our customers. These
sites include the iconic facade at
Rendezvous Hotel, underground link
ways at The Sail and newly launched
Ocean Financial Centre as well as other
popular sites in the Central Business
District. To ensure sustainable profit
performance, the team will continue
to source for cost effective solutions
to digital hardware requirements and
new inventories in prime office and
shopping locations.
SPH BUZZ
SPH Buzz Pte Ltd has evolved into
a modern retail convenience chain,
establishing and cultivating its growing
presence. Amidst the tough retail
environment, SPH Buzz still managed
to grow its network to 81 stores.
With the wide network of stores,
SPH Buzz has successfully launched
exclusive merchandise with various
partners, complementing the Group’s
media offering with an effective retail
sales channel. To further enhance its
product offering, SPH Buzz has also
extended its merchandise mix to offer
popular service items like cashcards
and parking coupons as well as hot food,
and ready-to-eat meals at selected
Buzz pods.
In 2014, Buzz has commenced the
development and implementation of
a Point-of-Sale system which is a key
enabler for future expansion. We look
forward to a complete roll-out in the
coming year.
BUSINESS OUTLOOK
The print business is facing multiple
challenges in this digital age. We need
fresh and innovative approaches to
thrive in the new media landscape.
Going forward, the Group will continue
to engage readers with both print and
digital so as to meet changing consumer
habits and remain competitive in the
media industry.
Our sales teams must not only excel
in selling print advertisements, they
must also be well-trained to sell across
multiple media platforms. We are
already en route to building newsrooms
of the future and the editorial teams are
equipped with the skills and knowledge
to achieve total news coverage through
different media platforms.
Moving beyond print, we will intensify
our efforts to address evolving media
trends and continue to look out
for profitable ventures to grow our
41
adjacent businesses such as property,
events and book publishing. In August
2014, we invested a $12 million stake
in preschool and enrichment provider
MindChamps Holdings. This marks
the Group’s first investment into the
education business.
As we celebrate 30 years of media
excellence this year, we owe our success
to our loyal stakeholders, readers,
advertisers, consumers, staff and the
unions. With your continued support,
I am confident that SPH will continue
to thrive and be among the world’s
leading media companies.
Chan Heng Loon, Alan
42
Here are some of the anniversary
highlights spearheaded by Corporate
Communications & CSR Division.
SPH CELEBRATES
ITS 30th ANNIVERSARY
THIS YEAR WITH A
SERIES OF SPECIAL
ACTIVITIES
SPH was formed on 4 August 1984
through a merger of three
organisations - the Straits Times
Press group, the Singapore News
and Publications Limited and
Times Publishing Berhad which
was later de-merged from SPH
in 1988. The merger brought
together the English, Malay and
Chinese newspapers under one
roof. SPH later also bought
Tamil Murasu Ltd.
While SPH has a relatively young
history, its publications have a
much longer place in the lives of
Singaporeans. In the short span
of 30 years, SPH has become a
media powerhouse and achieved
success in adjacent businesses like
property, events and exhibitions.
1 March – Opening Concert by SSO at Paragon
A special SPH Gift of Music concert by the Singapore
Symphony Orchestra (SSO) at Paragon kickstarted the SPH
30th anniversary celebrations in style. For the first time, SSO
musicians played from different levels of the mall before
they converged at the main atrium. Star Wars stormtroopers
made a surprise appearance and were instant crowd pleasers.
17 March – SPH Lucky 30 Draw
The SPH Lucky 30 Draw was launched with 30 prizes worth
over $88,000 to be won. When it ended on 18 May, it had
attracted more than 30,000 participants.
Annual Report 2014
26 April – SPH Walk of Giants
Dr Lee Boon Yang, Chairman of SPH, officiated at the groundbreaking ceremony for SPH Walk of Giants. To be completed
by 2016, this is an elevated boardwalk which showcases
giant trees in a learning forest at Singapore Botanic Gardens.
This is part of SPH’s corporate social responsibility in nature
and conservation, as well as education.
43
14 to 21 July – See the Big Picture
British artist and autistic savant Stephen Wiltshire
drew a panoramic cityscape of Singapore from memory
at Paragon. The completed artwork was presented to
President Tony Tan Keng Yam, as a gift to the nation for
Singapore’s 50th birthday next year. Stephen also mingled
with arts, disadvantaged, and special needs students as
part of SPH’s active corporate citizenry.
This special anniversary event highlights SPH’s evolution
from a print company to a multimedia conglomerate.
Centred on the theme “See the Big Picture”, this event
showcased the extensive reach of SPH’s comprehensive
array of media solutions, covering print, online,
digital, broadcast, events and out-of-home platforms.
By leveraging on these SPH media platforms, advertisers
can see “the big picture” and effectively reach out and
engage a wider base of clients and readers.
19 May – SPH Charity Carnival
SPH staff and external charities set up more than 30 stalls to
raise funds for different causes at SPH Charity Carnival 2014
– the biggest so far to mark SPH’s 30th anniversary.
25 July – Topping Out Ceremony for The Seletar Mall
The Seletar Mall, which will open this November, is SPH’s
third mall following Paragon and The Clementi Mall.
Dr Lee Boon Yang, Chairman of SPH, was the Guest of
Honour at the topping out ceremony of SPH’s latest
property offering.
44
29 July – SPH’s Got Talent
An SPH talent quest was held for staff across the Group.
A total of 19 individuals and teams took to the stage to
compete for the coveted championship, and they all put
up a stellar performance.
22 August – SPH Mass Charity Outing
More than 50 SPH staff brought 110 beneficiaries from
various charities to the Singapore Gardens Festival.
It was, to date, the largest joint charity activity involving
several divisions and their adopted charities.
4 August – SPH’s Birthday Concert and Special Supplement
Close to 700 staff and members of the public converged
at the newly revamped Victoria Concert Hall to celebrate
SPH’s birthday with a lunchtime SPH Gift of Music concert
by the Singapore Symphony Orchestra. Everyone was
treated to a musical feast and a piece of birthday cake.
9 September – SPH’s Gift to the Nation
SPH Chairman Dr Lee Boon Yang presented Stephen
Wiltshire’s artwork to President Tony Tan Keng Yam at the
URA Singapore City Gallery, as SPH’s gift to the nation for
her 50th birthday next year.
A special supplement on the same day in The Straits
Times, Lianhe Zaobao and The Business Times included
special deals for everyone.
8 November – A Nation in Concert 2014
Besides being a sponsor of the concert which involves both
professional and disabled artistes performing together in a
musical, both SPH and SPH Foundation will present $1 million
(with government matching) to 50 charities recommended by
the National Council of Social Service.
Annual Report 2014
45
SIGNIFICANT
EVENTS
2013
3
OCT
6
SEPT
Bilingual pictorial coffee-table book
marks Mr Lee Kuan Yew’s 90th birthday
SPH launched a bilingual pictorial book to commemorate
the birthday of Mr Lee Kuan Yew, who turned 90 on
16 September 2013. Published by Straits Times Press,
the book titled “Lee Kuan Yew: A Life in Pictures” was
presented to Mr Lee at his Istana office by SPH CEO Alan Chan.
6
SEPT
Lianhe Zaobao celebrates 90 years
of heritage and editorial excellence
Lianhe Zaobao’s 90th anniversary year-long celebrations
culminated in a grand gala dinner. About 500 guests were
invited to the gala dinner. President Tony Tan Keng Yam
was the Guest of Honour.
9
SEPT
SEPT
The New Paper unveiled its revamped, revitalised, refreshed
look in celebration of its 25th anniversary. This was its first
major revamp since 2007.
2
NOV
Straits Times journalist launches book on China’s
leaps and stumbles after the Beijing Olympics
The close of the Beijing Olympics marked the surge of
a “steroid superpower”, a stark contrast to the massive
economic meltdown in the West. The spectacular rise of
China, accompanied by an upswing in social unrest, political
intrigue and insecurity, was vividly captured by The Straits
Times journalist Peh Shing Huei in his book, “When the
Party Ends – China’s Leaps and Stumbles after the Beijing
Olympics”. Published by Straits Times Press, the 320-page
book was officially launched at the Singapore Writers Festival.
Lianhe Wanbao goes digital as part of its
30th anniversary celebrations
Lianhe Wanbao launched its smartphone and tablet apps,
along with its new website, as part of its 30th anniversary
celebrations.
30
more Local. more Vocal. more Social.
The New Paper: Read us aNew
SPH teams up with Telenor and Schibsted
in online classifieds
701Search, SPH’s joint-venture company with Schibsted
Classified Media AS, specialising in building and growing
online marketplaces in regional emerging markets,
announced its new partner – Telenor ASA, Norway’s leading
telecommunications operator.
17
NOV
Shin Min Daily News launches its first e-book –
“Master Hsing Yun - Words of Wisdom”
Shin Min Daily News launched its first e-book, “Master Hsing
Yun - Words of Wisdom” (星云大师点智慧) to coincide with
the visit of Master Hsing Yun, a Taiwanese Buddhist monk,
to Singapore. Shin Min Daily News has been running a daily
column on his words of wisdom since 2009.
20-22
NOV
Inaugural AsiaEducationExpo 2013 and
conferences by Sphere Exhibits
Organised by Sphere Exhibits, the inaugural edition of the
AsiaEducationExpo 2013 showcased the industry’s latest
trends, technology, learning tools and ideas for every stage
46
SIGNIFICANT
EVENTS
of learning, as well as new and emerging instruction in the
development of holistic learning.
22
NOV
Lianhe Zaobao launches new online
portal zaobao.sg
Lianhe Zaobao launched its newest online portal zaobao.sg
which is a one-stop information portal for local Zaobao
readers. Through this website, readers can gain access
to in-depth reports and opinion pieces carefully produced
and curated by Zaobao’s team of editors and reporters. There
is also breaking news and a newly revamped local stock
market microsite.
2014
8
JAN
To grow its media business, SPH set up a subsidiary SPH Media
Fund Pte Ltd and established a $100 million New Media
Fund to invest in media-related businesses. This will play
a critical role in SPH’s aspiration to be the leading multimedia company in Asia.
14
5
DEC
JAN
My Paper updated
Singapore’s first and only bilingual newspaper, My Paper,
received an updated look – a cleaner, more upmarket product
that caters to young professionals, managers and executives.
11
DEC
SPH sets up subsidiary to grow media business
A new piece of art at Paragon
In conjunction with the upgrading of its building façade,
Paragon installed an intriguing piece of art titled Noeud
Rouge (Red Knot). It was created by Parisian contemporary
artist Jean-Michel Othoniel, who was in Singapore to grace
the launch of his sculpture.
SPH Invests in Magzter Inc
SPH invested in Magzter Inc (Magzter), a global digital
magazine store and newsstand with more than 16 million
users from over 200 countries and a global catalogue of
thousands of magazines in more than 30 global languages.
12
DEC
Berita Harian launches apps and new website
BeritaHarian.sg
Malay daily Berita Harian launched its smartphone and tablet
apps along with its new website BeritaHarian.sg following a
revamp of the newspaper in May 2013.
12
DEC
SPH Multimedia Ltd acquires remaining
7.1 per cent stake in SPH UnionWorks
SPH announced that it acquired NTUC Media’s 7.1 per cent
stake in SPH Radio (formerly known as SPH UnionWorks Pte
Ltd). With this acquisition, SPH Radio is now a wholly-owned
subsidiary of SPH.
19
DEC
SPH Magazines partners Happy 3 Media to launch
revamped GameAxis.com
SPH Magazines entered into a partnership with Happy
3 Media to revamp GameAxis.com, Singapore’s premier
website on video gaming news and reviews. The revamped
website was launched with a new logo, marking the change
of creative direction.
16
JAN
SPH releases The Straits Times SoShiok App
with new look, features and rewards
Food lovers looking for places to eat in Singapore can now
use the newly relaunched The Straits Times SoShiok App
for the latest food news as well as expert reviews on food
establishments ranging from hawker fare and fast food to
hip bars and fine dining.
24
JAN
SPH Magazines officially launches SME
community portal TowkayZone.com
SPH Magazines launched TowkayZone.com, an online portal
designed and created with small medium enterprises (SMEs)
in mind. Built in partnership with the Infocomm Development
Authority of Singapore, the site provides a platform for the
SME community to exchange ideas, seek advice and network
with each other.
Annual Report 2014
17-19
FEB
Sphere Conferences partners Myanmar
government to organise hospitality and
tourism trade show
Sphere Conferences partnered the Myanmar Tourism
Federation to organise the inaugural Myanmar Hotels, Food
& Beverage and Travel Trade Show in Yangon, Myanmar.
21
FEB
The New Paper launches “Singapore Raw” for its
25th Anniversary
The New Paper launched a book titled “Singapore Raw:
25 stories from 25 years of news, emotion, wow” in
commemoration of its 25th anniversary. The coffee-table book
published by Straits Times Press featured 25 of the paper’s
most memorable stories over the years.
16
MAR
47
New AsiaOne iPad App offers more content with
immersive user experience
AsiaOne released a new iPad app which offers a wide range
of news and lifestyle features from SPH publications such
as The Straits Times, The Business Times, The New Paper,
My Paper and websites such as sgCarMart.
17
MAR
Coloured Newsprint – another print
innovation by SPH
SPH introduced another print innovation in My Paper with
coloured salmon newsprint, which gave the feature a striking
presence within the regular news pages.
24-26
MAR
Myanmar’s first and only Civil Aviation
development conference
Sphere Conferences launched Myanmar’s first and only
aviation conference, the Myanmar Civil Aviation Development
Conference 2014 in Yangon.
25
MAR
8
MAR
The Straits Times launches Myanmar edition
The Straits Times launched its inaugural edition in Myanmar.
With a circulation of 5,000 copies and printed in English,
The Straits Times is the largest circulating international
newspaper in Myanmar. Distribution is concentrated in
the major cities of Yangon, Naypyidaw and Mandalay,
targeting both local and foreign businessmen. Copies are also
circulated to ministries, businesses, major hotels, airlines,
bookshops and supermarkets.
Her World and herworldPLUS present The Young
Woman Achiever Forum 2014
Her World and its sister website herworldplus.com reached
out to Singapore’s young women at The Young Woman
Achiever Forum 2014 on International Women’s Day.
The inaugural forum featured a panel of inspirational,
successful women who spoke on their experiences about
reaching their dreams and goals.
26
MAR
Female magazine celebrates its 40th anniversary
with a special collector’s edition
Female, a publication of SPH Magazines, commemorated its
40-year-old milestone with its biggest issue ever - an upsized
edition with refreshed design and sharper content. It also
threw a birthday bash at the W Hotel.
48
SIGNIFICANT
EVENTS
6
APR
Refreshed zbSunday offers a brighter and
livelier read
zbSunday, Singapore’s No.1 Chinese newspaper on Sundays,
was revamped with a new look and content.
9
APR
4
MAY
The Straits Times hosts inaugural
Education Forum
More than 300 participants attended the inaugural Straits
Times Education Forum. Education Minister Heng Swee Keat
was the guest speaker at a question-and-answer session.
Zaobao.com launches NewsTalk – a groundbreaking approach to learning Chinese
NewsTalk, a joint product of zaobao.com and award-winning
technology developer GistXL Technology, was launched as a
revolutionary online learning platform using current affairs
and advance language technology for learners to learn
Chinese as a “living language”.
16
APR
Release of Chinese edition of “One Man’s View
of the World”《李光耀观天下》
The Chinese edition of the best seller “One Man’s View of the
World” by Mr Lee Kuan Yew was launched. Titled《李光耀观
天下》中文版, the 400-page volume conveyed Mr Lee’s views
on the future of the major powers and regions of the world.
27-31
APR AUG
8
MAY
Launch of new Digital Division
We: Defining Stories photo exhibition
The Straits Times and National Museum of Singapore’s
“We: Defining Stories” photo exhibition was held at the
museum’s Exhibition Gallery. The free exhibition chronicled
the defining moments in Singapore’s history from 1950 to
2013. On show were more than 400 photographs from the
paper’s archives and the museum’s collection.
SPH launched its new Digital Division to harness the growth
potential of SPH’s various digital offerings, through concerted
efforts to bring integrated solutions that are innovative,
creative and enterprising to its advertisers and users.
12
MAY
“Every parent an informed parent” The Straits Times launches its Education
Community
The Straits Times launched a digital Education Community to
make “every parent an informed parent”.
Annual Report 2014
17
MAY
Revamped Classified Ads offer a more effective
reach to the right customers
CATS Classified adopted its host newspaper’s identity and
was renamed The Straits Times Classified, The New Paper
Classified, Lianhe Zaobao Classified or Berita Harian Klassified.
Each carries listings and features that appeal most to
readers of that particular newspaper.
23
MAY
Shape magazine brings fitness to Singapore’s
night scene by holding the first-ever dance
workout party
16
JUN
49
Straits Times Press launches “Foul! The inside
story of Singapore match fixers”
Straits Times Press launched “Foul! The inside story of
Singapore match fixers”, a 152-page book on the untold
story of prominent Singaporean match fixers who boldly
plied their trade on the international football scene.
The book was written by Mr Zaihan Mohamed Yusof, Senior
Correspondent at The New Paper.
Shape Glow 2014, a 90-minute dance workout party
featuring two group exercises, Zumba and Bokwa, drew 700
participants to Zouk and Phuture. It was the first night-time
fitness event organised by Shape Singapore.
23-24
MAY
Chinese musical drama Nasirdin Afandi
premieres in Singapore
Chinese musical drama Nasirdin Afandi (阿凡提) made its
debut in Singapore. The production was jointly presented
by Lianhe Zaobao and Asia Arts & Culture, and performed
by the Beijing Huaxia Musical Performing Troupe.
18
JUN
Kiss92 is Singapore’s No. 1 English music radio
station based on share of listenership
The latest Nielsen radio survey results released saw
Kiss92 emerged as Singapore’s No. 1 English music station
based on percentage share of listenership. Its cumulative
listenership made the biggest leap of 89,000 to 574,000,
overtaking GOLD 90.5 to claim No. 2 spot in terms of
cumulative listenership among English radio stations here.
All SPH Radio stations also made it into the Top 10 positions.
26-29
JUN
New focus on kitchen showcase at
inaugural Food & Kitchen Show 2014
Exhibits Inc Pte Ltd, a wholly owned subsidiary of SPH,
presented the inaugural Food & Kitchen Show 2014. It was
the only show in the market to feature a kitchen showcase
highlighting the latest in innovative kitchen products
and creative concepts. The exhibition also offered a wide
spread of food and beverage products for its visitors.
26-28
MAY
Myanmar’s first real estate and urban
build conference
Sphere Conferences launched Myanmar’s first real estate
and urban build event – Real Estate Show Myanmar 2014
and the second annual Myanmar Urban Development
Conference 2014 in Yangon. The three-day event attracted
over 200 urban planners, architects, developers, building
users, capital investors and key real estate and urban
development stakeholders from across the region.
27
JUN
Reimagine storytelling with The Straits Times
Star app
The Straits Times Star (ST Star) app was introduced and
houses a collection of digital publications, starting with
The Life, a monthly magazine packed with articles on
style, design, pursuits, travel and food. An e-book called
100 Hot Bods was subsequently released, featuring 100 of
the people interviewed for The Sunday Times’ series, and
health and fitness tips.
50
SIGNIFICANT
EVENTS
8
JUL
Straits Times Press launches book on Singapore’s
political pioneers – “We also served: Reflections
of Singapore’s former PAP MPs”
Straits Times Press launched “We also served: Reflections of
Singapore’s former PAP MPs”. The book was jointly written
by former People’s Action Party (PAP) Members of Parliament
(MPs) Dr Chiang Hai Ding and Mr Rohan Kamis. The launch
was attended by over 100 guests, including past and present
PAP MPs and their family members.
31
JUL
Lianhe Wanbao relaunched with new content
and vibrant design
Lianhe Wanbao was relaunched with a new look and content,
focusing on three “Cs” – Care, Connect and Communicate to
better engage its readers.
12-14
AUG
Sphere Conferences launches Malaysia’s
pioneering patient-centred learning
platform
The first Patient Care Malaysia Conference by Sphere
Conferences was held in Selangor, Malaysia. It was an
unrivalled platform for patient care professionals and key
healthcare stakeholders in Malaysia to learn and discuss
strategies leading to excellence in patient-centric healthcare.
20
AUG
SPH makes its first investment in education
business
SPH marked its first investment into the education sector
by buying a 22 per cent stake in pre-school and enrichment
provider Mindchamps Preschool (Worldwide).
10
JUL
The Peak magazine launches book –
“30/30 – The Game Changers”
The Peak launched a coffee-table book – “30/30 – The Game
Changers” published by SPH Magazines Pte Ltd, and was
unveiled as part of The Peak’s celebration of 30 years in print.
12
JUL
Tamil Murasu launches Tamil-language version
of S R Nathan’s memoirs - “An Unexpected
Journey: Path to the Presidency”
Tamil Murasu launched the Tamil-language version of former
President S R Nathan’s memoirs “An Unexpected Journey:
Path to the Presidency”. The translation for the book, based
on the English-language version first launched in September
2011, was done as a private commission by Mr A Palaniappan,
Head Specialist (Languages) (English/Tamil) at the Language
Services Department, Parliament of Singapore. Tamil Murasu
sponsored the cost of translating and publishing the Tamil
edition of the book as a gift to the Tamil community.
28-31
AUG
COMEX marks 20 years with new show
highlights
COMEX, Singapore’s biggest IT and Consumer Electronics
Exhibition, presented a new show concept for its 20th
anniversary this year. Organised by Exhibits Inc, the new
show highlights included the Tech Fashion Show, Tech
Showcase, Booth Babes Contest, The Stage and Gamers’ Hub,
which gave visitors an unforgettable experience.
30
AUG
Simply Her and SingHealth hold Women’s Health
Conference 2014
Simply Her magazine, along with SingHealth, presented its
first-ever Women’s Health Conference. Eight medical experts
from SingHealth, the largest healthcare group in Singapore,
gave a series of talks on common health conditions that
affect women and the latest medical treatments available.
4-6
SEP
SPH launches International Franchise &
Business Opportunities trade show in
Ho Chi Minh City
The International Franchise & Business Opportunities trade
show, organised by BizLink Exhibition Services, made its
debut in Ho Chi Minh City.
Annual Report 2014
51
AWARDS &
ACCOLADES
CORPORATE
1. Singapore Corporate Awards 2014
• Best Investor Relations Award – Gold
($1 billion and above market capitalisation category)
3. Patron of the Arts Award
• SPH received Distinguished Patron of the Arts award for
the 22nd consecutive year
• SPH Radio (UFM100.3) was honoured with Distinguished
Patron of the Arts award
• SPH Foundation received an Associate of the Arts award
• omy.sg received Arts Supporter award
4. Community Chest Awards
• SPH and SPH Foundation received the 10-Year Outstanding
Corporate Award and the Corporate Platinum Award
• Sphere Exhibits received Special Events Gold Award
5. Patron of Heritage Awards by National Heritage Board
2.14th SIAS Investors’ Choice Award
• Most Transparent Company Award (Services Category)
– Winner (This is the 10th consecutive time that SPH has
won this award)
• Most Promising Journalist of the Year
u
Winner – Ms Andrea Soh
(Journalist, The Business Times)
u
Winner – Mr Cheow Kai Jian
(Journalist, Lianhe Zaobao)
• Most Promising Journalist of the Year (Special Award)
u
Ms Rachel Scully (Journalist, The Straits Times)
• Investor Education Journalist of the Year
u
Winner – Mr Cai Haoxiang
(Correspondent, The Business Times)
• Outstanding Commentaries Award
u
Mr Goh Eng Yeow
(Senior Correspondent, The Straits Times)
• Investor Education Journalist of the Year (Special Award)
u
Ms Teh Hooi Ling
(Former Senior Correspondent, The Business Times)
• Special Award
u
Mr Kenneth Lim (Correspondent, The Business Times)
• Media Excellence in Community Investor Education
u
The Sunday Times Invest Section (The Straits Times)
• SPH received Partner of Heritage award
• Zaobao.com was honoured with a Friend of
Heritage award
• Kiss92 received a Supporter of Heritage award
6. National Blood Programme 2014 by Singapore
Red Cross
• Bloodmobile Organiser – Merit award
7. 2014 Business Excellence Awards by Acquisition
International Magazine
• SPH was accorded Media Entity of the Year (Singapore)
8. Asean Corporate Governance Scorecard
• Top 5 – Singapore Press Holdings
9. Singapore 1000, Singapore SME 1000 & Singapore
International 100 by DP Information Group
• SPH was recognised as a Singapore 1000 Company
10. Brand Finance Top 100 Singapore Brands 2014
•
•
•
•
•
SPH – ranked 12th
The Straits Times – ranked 48th
Her World – ranked 69th
Lianhe Zaobao – ranked 73rd
Nuyou – ranked 82nd
52
AWARDS &
ACCOLADES
11.Friend of MCCY
• Mr Seow Choke Meng (Executive Vice-President, Cultural
Industry Promotions, Chinese Newspapers Division)
12.Energy Efficiency National Partnership (EENP) Awards
• Outstanding Energy Manager of the Year, under the SME
category – Mr Wong Tat Choon (Assistant Vice-President,
Production Division – Engineering)
EDITORIAL / PRINTING / CREATIVE
ACHIEVEMENTS
1. Icon de Martell Cordon Bleu 2014
• Ms Neo Xiaobin (Executive Photographer, The Straits Times)
2. PANPA 2014 Newspaper of the Year Awards
• 2014 Digital Publishing Innovation of the Year by
The Straits Times Communities
3. PANPA 2014 Advertising & Marketing Awards
• Marketer of the Year – Mr Johnson Goh (Vice President and
Head of Business Development, Strategic Marketing)
4. WAN-IFRA 13th Asian Media Awards
• Best in Print (for circulation above 150K)
u
Silver – The Straits Times
• Best in Print (for circulation above 150K)
u
Silver – Lianhe Zaobao
• Best in Print (for circulation below 150K)
u
Silver – Berita Harian
• Best in Design (Magazine Overall Design)
u
Gold – The Peak (April 2013) by SPH Magazines
• Best in Design (Magazine Overall Design)
u
Bronze – ZbBz
• Best in Editorial Content (Newspaper Breaking
News Article)
u Silver – The Straits Times Foreign Desk
• Best in Editorial Content (Newspaper Feature Article)
u
Gold (Mr Kor Kian Beng and Ms Ho Ai Li, The Straits Times)
• Best in Photojournalism (Feature Photography)
u
Gold (Mr Alphonsus Chern, The Straits Times)
5. WAN-IFRA Asian Digital Media Awards 2013
• Best in Online Media Award - Newspaper Website
u
Gold – Stomp (www.stomp.com.sg)
u
Bronze – The Straits Times (www.straitstimes.com)
• Best in Online Media Award - Magazine Website
u
Silver – herworldPLUS (www.herworldplus.com)
• Best in Mobile Publishing Award
u
Bronze – STProperty
• Best in Tablet Publishing Award
u
Gold – Wanbao iPad App (Lianhe Wanbao & omy.sg)
• Best in Cross Media Award - Cross Media Advertising
u
Gold – Tiger Beer “Have You Been Good This Year”
u
Bronze – STClassifieds
u
Bronze – STCars
• Best in Cross Media Award - Cross Media Editorial Coverage
u
Silver – The Haze In Singapore (The Straits Times)
• Best in Social Media Award
u
Gold – ST Communities (The Straits Times)
• Best in Online Video Award
u
Bronze – 48 Singaporean Seconds (The Straits Times)
6.35th Society of News Design – The Best of News
Design™ Creative Competition
• Award of Excellence – Photography/ Single Photos
Breaking News category
– The New Paper for “Main photo of rioters”
• Award of Excellence – Feature Design/ Entertainment/
Compact 50,000 – 174,999 category
– The New Paper for “Real Steel / Hot Iron!”
• Award of Excellence – Feature Design/ Entertainment/
Compact 50,000 – 174,999 category
– The New Paper for “Know Your Minions”
• Award of Excellence – Redesigns Section
– The New Paper for Sports Section
• Award of Excellence – Redesigns Overall Newspaper
– The New Paper
7. The Society of Publishers in Asia 2014 (SOPA) Awards
for Editorial Excellence
• Excellence in Editorial Cartooning (Group B category)
– Award for Excellence
Annual Report 2014
The Straits Times (Mr Manuel Francisco for “Reviving
the land of the rising sun”)
Excellence in News Photography (Group B category)
u
The New Paper (Mr Jonathan Choo for “Little India Riot:
Police cars overturned, some in flames”)
Excellence in Magazine Design (Group A category)
u
SilverKris (May 2013) by SPH Magazines
Excellence in Opinion Writing (Group B category)
– Honourable Mention
u
The Straits Times (Mr Ravi Velloor for “Prepare for the
next horror that surely will come”)
Excellence in Information Graphics (Group B category)
u
The Straits Times (Mr Lim Yong for “Tech from nature”)
Excellence in Magazine Design (Group B category)
u
The Peak (April 2013) by SPH Magazines
53
u
•
•
•
•
•
10. S.League Awards
• RHB Story of the Year award - Mr Fabius Chen, The Straits
Times for “Man, He’s On The Ground From Dawn To Dusk”
11. W3 2013 Awards
• STCars - Mobile App (Services) – Silver
• STJobs - General Website (Employment) – Silver
12. Singapore infocomm Technology Federation
Awards 2013
• Digital Media category - STProperty – Bronze
13. 18th EPPY Awards 2013
• Best Classified Website - STProperty
14. GONG Singapore Creative Circle Awards
• Film and Television category - STCars’ anti-drink driving
campaign – Bronze
15. Mob-Ex Awards 2014
• Best Original Content category – Gold (Stomp)
• Best Use of Social Platform – Bronze (Stomp)
• Best App/ Content By a Media Owner category – Bronze
(SPH Radio Pte Ltd / Hot FM91.3)
8. Enterprise Award at the Business China Award 2013
• Lianhe Zaobao
9. Hall of Fame Awards 2013 by the Institute of
Advertising
• Print Campaign of the Year - STClassifieds
16. International Creative Media Awards (ICMA) 2013
• Cover – Award of Excellence
(The Peak Selections: Gourmet And Travel Issue 6) • Cover – Award of Excellence
(The Peak Selections: Gourmet And Travel Issue 7)
• Cover – Award of Excellence (SilverKris, April 2013)
• Photography – Award of Excellence (“Pick of the crop”,
The Peak Selections: Gourmet And Travel Issue 6)
• Alternative Storytelling - Award of Excellence
(“Have you eaten a giant Garoupa recently”, The Peak
Selections: Gourmet And Travel Issue 6)
• Alternative Storytelling – Award of Excellence
(“Feel good, eat well”, The Peak Selections: Gourmet
And Travel Issue 7)
• Alternative Storytelling – Award of Excellence
(“What’s cooking in 2013”, The Peak Selections:
Gourmet And Travel Issue 7)
54
AWARDS &
ACCOLADES
19. INMA Awards 2014
• Best Public Relations or Community Service Campaign
(Group 2) – Third place (“48 Values From The News:
The Straits Times Guide to building Character” by The
Straits Times)
• Best Idea to Encourage Print Readership or
Engagement (Group 1) – Third place (“From Mobile and
Web to Print” by Stomp)
• Best Idea to Grow Advertising Sales or Retain Advertising
Clients (Group 1) – Third place (SPH iink Awards)
20. 2014 Newspaper of the Year by Marketing Magazine
17. APEX 2014’s 26th Annual Awards for Publication
Excellence
• Digital category – Grand Award (SilverKris by SPH
Magazines for Singapore Airlines, for its August 2013
tablet edition)
• Health & Medical Materials category – Award of
Excellence (Singapore Health (Sep-Oct 2013) by
SPH Magazines for Singapore General Hospital and
SingHealth Academic Healthcare Cluster)
• Green Print Media category – Award of Excellence
(Singapore Nautilus’ Green Pledge Booklet by SPH
Magazines for Maritime and Port Authority of Singapore)
18. The Communicator Awards
• Websites: News category
– Award of Excellence (AsiaOne)
• Mobile Apps: News category
– Award of Excellence (AsiaOne for iPad)
• Websites: Homepage category
– Award of Distinction (AsiaOne)
– Award of Distinction (AsiaOne Relax)
– Award of Distinction (The Straits Times SoShiok)
• Websites: Structure & Navigation category
• Websites: Structure & Navigation category
– Award of Distinction (AsiaOne Relax)
• Websites: Visual Appeal category
– Award of Distinction (AsiaOne YourHealth)
– Award of Distinction (AsiaOne Ride)
• Mobile Apps: Guides / Ratings / Reviews category
•
•
•
•
•
•
•
•
The Straits Times (1st)
The Business Times (2nd)
The New Paper (5th)
My Paper (6th)
Lianhe Zaobao (7th)
Lianhe Wanbao (8th)
Shin Min Daily News (9th)
tabla! (10th)
21. Magazine of the Year 2013 by Marketing Magazine
• Magazine of the Year – Her World (2nd), CLEO (3rd)
• Women’s Magazine of the Year – Her World (1st), CLEO
(2nd), The Singapore Women’s Weekly (3rd)
• Women’s Fashion Magazine of the Year
– Female (1st), Harper’s Bazaar (3rd)
• Men’s Magazine of the Year – Men’s Health (2nd)
• Motor Vehicle Magazine of the Year – Torque (1st)
• Parenting Magazine of the Year – Young Parents (1st)
• Consumer Electronics Magazine of the Year –
HardwareMAG (HWM) (1st)
• Property Magazine of the Year – LP-Luxury Properties (1st)
• In-flight Magazine of the Year – SilverKris (1st)
• Chinese Magazine of the Year – ICON (2nd), Nuyou (3rd)
• Luxury Magazine of the Year – The Peak (2nd),
AsiaSpa (3rd)
• Local Business Magazine of the Year – Business
Quotient (BizQ) (2nd)
Annual Report 2014
PROPERTY ACCOLADES
22. 2014 Tabbies by Trade Association Business
Publications International
• Front Cover Illustration – Honourable Mention
(Singapore Nautilus Issue No. 24 by SPH Magazines)
• Best Single Issue (Top 25 Issues) – 5th (ASCENT Issue 13
by SPH Magazines)
1. Building & Construction Authority (BCA)
Green Mark Award
23. MPAS Awards 2014
2. Orchard Road Christmas Light Up, Best Dressed
Building Contest 2013
• Women’s Media of the Year
– Winner (Her World by SPH Magazines)
• Food Media of the Year
– Winner (The Peak Selections: Gourmet & Travel by
SPH Magazines)
• Special Interest Media of the Year
– Winner (Torque by SPH Magazines)
• Travel Media of the Year
– Winner (SilverKris by SPH Magazines)
• Lifestyle / Fashion / Entertainment Media of the Year
– Merit (Female by SPH Magazines)
• Integrated Media Brand of the Year
– Merit (Her World and herworldPLUS by SPH Magazines)
• Media Publishing Company of the Year
– Merit (SPH Magazines)
55
• Gold – The Seletar Mall
• Winner – Paragon
3. The Most MasterCard® Friendly Mall Award 2013
• Winner – Paragon
4. Singapore Retailers Association (SRA) Shopping
Centre Scorecard 2013 - Outstanding Efforts in Centre
Management
• Paragon
5. National Environment Agency 9th Public Health Awards
2014 - Clean, Dry & Sparkling Public Toilets Award
(Shopping Mall Division)
• The Clementi Mall
24. The Spark Awards 2014 by Marketing Magazine
• Best Insights and Research Project by a Media Owner
– Bronze (SPH Magazines for its research report
“The Singapore Women Digital Study”)
56
SPH NEWSPAPERS
READERSHIP TRENDS
SPH Newspapers Net Readership Trends (‘000)
3500
3000
2,801,000
2500
2000
1500
1000
500
0
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
SPH Newspapers Readership Trends (‘000)
2500
2000
1,622,000
1500
1,376,000
1000
337,000
500
0
2004
2005
2006
2007
2008
2009
2010
English-language papers
Chinese-language papers (including My Paper)
Malay-language & Tamil-language papers
* Streats ceased publication from January 2005.
Remarks: Nielsen Fieldwork period July-June; year indicated refers to the year when fieldwork was completed.
Source: Nielsen Media Research, Media Index (2004-2013).
2011
2012
2013
Annual Report 2014
57
DAILY AVERAGE
NEWSPAPERS CIRCULATION
August 2014
THE STRAITS TIMES/ THE SUNDAY TIMES (PRINT + DIGITAL1,2)
The Straits Times/ The Sunday Times (Print): 309,700
The Straits Times/ The Sunday Times (Digital): 149,600
459,300
THE BUSINESS TIMES (PRINT + DIGITAL1,2)
The Business Times (Print): 32,900
The Business Times (Digital): 15,300
48,200
BERITA HARIAN/ BERITA MINGGU (PRINT + DIGITAL1,2)
Berita Harian/ Berita Minggu (Print): 47,200
Berita Harian/ Berita Minggu (Digital): 1,600
48,800
THE NEW PAPER/ THE NEW PAPER SUNDAY (PRINT + DIGITAL1,2)
The New Paper/ The New Paper Sunday (Print): 76,300
The New Paper/ The New Paper Sunday (Digital): 600
76,900
LIANHE ZAOBAO (PRINT + DIGITAL1,2)
Lianhe Zaobao (Print): 150,000
Lianhe Zaobao (Digital): 33,300
183,300
LIANHE WANBAO (PRINT + DIGITAL1,2)
Lianhe Wanbao (Print): 89,100
Lianhe Wanbao (Digital): 2,400
91,500
SHIN MIN DAILY NEWS
129,800
TAMIL MURASU / TAMIL MURASU SUNDAY
15,000
ZBCOMMA3
56,500
THUMBS UP3
THUMBS UP JUNIOR3
THUMBS UP LITTLE JUNIOR3
26,900
15,100
36,900
Notes: 1. Total paid digital subscription numbers reported are in accordance with the rules by the Audit Bureau of Circulations Singapore (ABC).
2. The Straits Times/ The Sunday Times unique digital subscribers: 52,473.
The Business Times unique digital subscribers: 5,135.
Berita Harian unique digital subscribers: 621.
The New Paper unique digital subscribers: 368.
Lianhe Zaobao unique digital subscribers: 11,777.
Lianhe Wanbao unique digital subscribers: 1,349.
3. Figures are reported on a per issue basis.
58
FINANCIAL
REVIEW
Group Simplified Financial Position
2014
S$'000
2013
S$'000
Assets
Property, plant and equipment
Investment properties
Investments
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
285,562
3,860,451
1,716,333
442,937
148,115
23,947
174,051
331,778
3,672,565
1,557,332
465,398
150,761
23,890
171,630
362,548
3,517,147
884,741
372,459
186,889
27,079
134,496
394,086
1,754,259
1,065,543
392,514
156,136
37,317
88,919
427,783
1,730,069
1,269,900
460,995
264,124
26,974
54,157
Total
6,651,396
6,373,354
5,485,359
3,888,774
4,234,002
Shareholders' interests
Capital and reserves
3,687,095
709,088
3,536,480
679,226
3,680,160
73,016
2,232,005
74,584
2,226,282
79,744
879,107
926,369
1,738,222
2,721
1,280,322
3,293
1,011,168
100,800
860,114
570,800
34,875
298,046
34,026
268,969
32,953
278,683
27,776
296,670
21,438
286,861
46,901
60,502
9,413
41,318
69,613
2,779
47,227
81,856
7,849
49,481
89,488
6,802
54,161
120,213
14,389
6,651,396
6,373,354
5,485,359
3,888,774
4,234,002
Liabilities
Borrowings
Non-current
Current
Trade and other payables
Non-current
Current
Taxation
Deferred
Current
Other liabilities
Total
2012*
S$'000
2011
S$'000
2010#
S$'000
* With effect from FY 2013, the Group changed its accounting policy for investment properties from cost to fair value model. The change was applied
retrospectively and accordingly, the comparative financial statements for FY 2012 were restated.
#
Certain figures have been reclassified to conform with current year’s presentation.
Group Quarterly Results
2014
1st Qtr
S$'000
2nd Qtr
S$'000
3rd Qtr
S$'000
2013
4th Qtr Full Year
S$'000
S$'000
Operating
revenue
328,475 278,764 309,725 298,220
Operating
profit
116,873 53,495
98,391
80,204
Profit before
taxation
118,499 98,352 115,276 196,264
Profit attributable
to shareholders 88,815 81,302
89,632 144,537
Earnings
per share (S$)
0.06
0.05
0.06
0.08
1,215,184
1st Qtr* 2nd Qtr* 3rd Qtr
S$'000 S$'000 S$'000
4th Qtr
S$'000
Full Year
S$'000
322,092 282,183 324,951 310,226 1,239,452
348,963
114,340
84,606
91,535
78,807
369,288
528,391
115,360
90,333 204,754
78,652
489,099
404,286
95,123
75,597 187,535
72,699
430,954
0.25
0.06
0.04
0.27
0.05
0.12
Annual Report 2014
Profit after Taxation
(S$’m)
Return on Operating Revenue
59
(%)
2014
470.7
2014
33.3
2013
434.3
2013
34.8
2012*
586.6
2012*
45.1
2011
383.8
2011
31.1
2010^
509.5
2010^
36.0
Earnings Per Share
(S$)
Return on Equity
(%)
2014
0.25
2014
11.0
2013
0.27
2013
12.2
2012*
0.36
2012*
15.6
2011
0.24
2011
17.4
2010^
0.31
2010^
22.4
Segmental Operating Revenue and Profit Margin
Operating Revenue (S$’m)
Profit before Tax Margin (%)
1200
180
1000
150
800
120
600
90
400
60
200
30
0
0
2010^
2011
Newspaper & Magazine
Newspaper & Magazine
Property
Property
2012*
2013
2014
Others
^
FY 2010 included profits from the Group’s Sky@eleven development.
* With effect from FY 2013, the Group changed its accounting policy for investment properties from cost to fair value model. The change was applied retrospectively
and accordingly, the comparative financial statements for FY 2012 were restated.
60
FINANCIAL
REVIEW
Operating Revenue Composition
7%
Advertisements
16%
17%
15%
6%
FY 2014
Circulation
Rental & Services
FY 2013
Others
16%
62%
61%
Cost Composition
4%
23%
17%
6%
FY 2014
7%
4%
7%
43%
23%
20%
7%
Materials, Productions &
Distribution Costs
Staff Costs
Premises Cost
FY 2013
Depreciation
Other Operating Expenses
39%
Finance Costs
Review of Results for FY 2014
Group operating revenue was S$24.3 million (2.0%) lower
compared to FY 2013. Revenue for the Newspaper and
Magazine business fell S$59.5 million (6.0%) to S$931.7
million as advertisement and circulation revenue declined
S$51.3 million (6.8%) and S$9.7 million (4.9%) respectively.
Revenue for the Property segment rose S$6.8 million (3.5%)
to S$205.0 million on the back of higher rental income from
the retail assets of SPH REIT, Paragon and The Clementi Mall.
Revenue from the Group’s other businesses surged S$28.4
million (56.7%) to S$78.5 million, led by contributions from
exhibitions, online classified and the radio business.
Materials, production and distribution costs saw a reduction
of S$8.8 million (4.2%) due to lower newsprint and other
material costs (S$15.5 million or 13.3%) partially offset by
higher production costs from the exhibitions business (S$7.6
million or 80.8%).
Staff costs increased by S$24.9 million (7.1%) mainly due
to salary increments, higher bonus costs including a one-off
special bonus for prior year of S$10.4 million arising from
REIT profit and an incentive to drive growth.
Other operating expenses fell S$23.3 million (13.2%)
mainly due to lower impairment charges and business
promotion costs.
Fair value gain on investment properties of S$109.1 million
mainly relates to the increase in valuation of the retail assets
of SPH REIT.
Investment income of S$48.2 million was S$34.2 million
higher compared to last year due to increased dividend and
interest income, higher profit on sale of investments and
lower impairment charges on portfolio investments this year.
The Group’s share of net loss of associates and jointlycontrolled entities of S$30.7 million was S$25.2 million
higher than last year’s, mainly attributable to the regional
online classified business.
Profit before taxation of S$528.4 million was higher than the
previous year by S$39.3 million (8.0%), lifted by the S$52.9
million gain on partial divestment of stake in the regional
online classified business.
Net profit attributable to shareholders of S$404.3 million
was S$26.7 million (6.2%) lower compared to FY 2013 after
accounting for profits and fair value gain attributable to noncontrolling interests of SPH REIT.
Annual Report 2014
61
VALUE ADDED
STATEMENT
2014
S$'000
2013
S$'000
1,215,184
(344,329)
870,855
1,239,452
(364,250)
875,202
Non-production income and expenses:
Net foreign exchange differences from operations
Net (loss)/profit on disposal of property, plant and equipment
Impairment of property, plant and equipment
Allowance for impairment of trade receivables
Bad debts recovery
Net income from investments
Share of net loss of associates and jointly-controlled entities
Gain on partial divestment of a jointly-controlled entity
Write-back of impairment of loan to an associate
Allowance for impairment of associates
Impairment of intangible assets (including goodwill)
(462)
(618)
(9,798)
(3,761)
300
48,215
(30,726)
52,863
388
–
–
(1,211)
395
–
(1,702)
306
13,971
(5,567)
–
–
(4,582)
(15,602)
Total value added
927,256
861,210
Distribution:
Employees' wages, provident fund contributions and other benefits
Corporate and other taxes
Finance costs
Donation and sponsorship
Directors' fees
Net dividends to shareholders
Total distributed
385,563
78,073
35,066
1,336
1,612
355,444
857,094
361,164
73,379
31,925
4,209
1,432
678,230
1,150,339
Sale of goods and services
Purchase of materials and services
Value added from operations
Retained in the business:
Fair value change on investment properties
Depreciation and amortisation
Retained earnings
Productivity ratios:
Value added
Per employee
Per $ employment costs
Per $ investment in property, plant and equipment (before depreciation)
Per $ operating revenue
(109,076)
63,946
66,450
48,842
(111,407)
66,206
3,348
(247,276)
927,256
861,210
S$
S$
203,756
2.26
0.87
0.72
201,242
2.42
0.88
0.71
62
INVESTOR
RELATIONS
It is our belief that a strong commitment to the highest standards of corporate governance, coupled with a self-evident
performance track record, have built the SPH brand that creates sustained value for our stakeholders. With the guiding
principles of transparency and accountability as the cornerstones of our corporate governance practices, we devote attention
to proactively engaging all stakeholders, and safeguarding their interests.
Guided by the overarching philosophy above, our Investor Relations (IR) practices are designed and developed around the
key objective of maintaining regular, effective and fair communication with shareholders and investing community through
clear, consistent and timely updates.
Our IR programme is calibrated to ensure that all segments of the investing community are kept actively engaged.
The feedback and insights obtained from these engagements are regularly reported to the Board of Directors, alongside
updates on shareholder statistics and views of investors and analysts.
SPH’s efforts in driving a best-in-class IR function were once again recognised by the investing community in the year under
review. We have clinched the gold award for ‘Best Investor Relations’ category at the Singapore Corporate Awards 2014, the
hallmark for excellent IR practices amongst SGX-listed companies. In addition, this is also the tenth consecutive year that
SPH has won the ‘Most Transparent Company’ award at the Securities Investors Association (Singapore) [“SIAS”] Investors’
Choice Awards. We are encouraged by these accolades from the investing community, and will continue to build on the
standing we enjoy with investors.
Proactively Engaging Investors
Our senior management plays an active role in engaging the investing community, by leveraging on multiple platforms to
provide regular updates on the business, and to address concerns on the group’s prospects and challenges.
To reach out to institutional investors, SPH participates in investor conferences and roadshows. These include Credit Suisse
Asian Investment Conference in Hong Kong and Morgan Stanley Asia Pacific Summit in Singapore. Investor luncheons are also
organised quarterly to brief investors on SPH’s performance. These events are attended by CEO and/or CFO, which underscores
the importance SPH accords to IR. In addition to the above, the IR team conducts face-to-face meetings and conference calls
with institutional investors on a regular basis.
Retail investors are another important facet of the investing community. The company collaborates closely with external
partners such as SIAS to address the collective needs of retail investors. In addition, the IR team engages retail investors
through various channels including email, telephone enquiries, and public forums such as SIAS Corporate Profile Seminar
and the annual Invest Fair organised by our subsidiary, Shareinvestor.
As technology continues to exert greater influence on the way investors access information relating to the company, it is
critical to ensure that our IR website remains user-friendly and informative. As a testament to the importance attached, our
IR website underwent a revamp during the year to enhance user engagement and experience, and to allow easier access to
the wealth of relevant and timely information on SPH via a simple, intuitive web interface design.
On this note, shareholders are encouraged to access our corporate website at www.sph.com.sg for the latest updates.
Queries can also be posted via our Investor Relations email address, [email protected]
Annual Report 2014
63
INVESTOR RELATIONS CALENDAR
1st
3rd Quarter 2014 (March – May 14)
Quarter 2014 (September – November 13)
• 2013 Full Year Financial Results Announcement
and Media Conference & Analysts’ Briefing with
audio webcast
• Full Year Results Investor Meeting
• Morgan Stanley Asia Pacific Summit 2013
(Singapore)
• Release of Annual Report 2013
• Annual General Meeting
2nd Quarter 2014 (December 13 – February 14)
• Payment of 2013 Final Dividends
• Announcement of 1Q FY 2014 results
• Post 1Q Results Investor Meeting
• Credit Suisse Asian Investment Conference
(Hong Kong)
• Announcement of 2Q/HY FY 2014 Results and
Analysts’ Briefing with audio webcast
• Post 2Q Results Investor Meeting
4th Quarter 2014 (June – August 14)
•
•
•
•
Announcement of 3Q FY 2014 Results
Post 3Q Results Investor Meeting
SIAS Corporate Profile Seminar
Shareinvestor’s Invest Fair 2014
FINANCIAL CALENDAR
15 October
Announcement of FY 2014 Results
2014
10 December
Record Date for Dividend Entitlement
23 December
Proposed Payment of 2014 Final Dividends
13 January
2015*
14 April
9 July
13 October
Announcement of FY 2015 Results
* The dates are indicative and subject to change. Please refer to SPH website, www.sph.com.sg, for the latest updates.
64
INVESTOR
REFERENCE
Operating Margin+ (%)
50
45
40
35
30
39.0
25
32.7
33.7
2011
2012
Restated^^
20
29.8
28.7
2013
2014
15
10
5
0
2010^
Return on Shareholders’ Funds (%)
50
45
40
35
30
25
20
15
22.4
17.4
10
15.6
5
0
2010^
2011
2012
Restated^^
24.0
24.0
2011
2012
12.2
11.0
2013
2014
22.0
21.0
2013#
2014*
Dividend per Share (cents)
40
35
30
25
20
27.0
15
10
5
0
2010
+
^
Computed based on Group recurring earnings.
FY 2010 included profits from the Group’s Sky@eleven development.
^^
With effect from FY2013, the Group changed its accounting policy for investment properties from cost to fair value model.
#
Excluded special dividend of 18 cents per share paid pursuant to the establishment of SPH REIT.
The change was applied retrospectively and accordingly, the comparative financial statements for FY2012 were restated.
* Included one-tier tax exempt interim dividend of 7 cents per share, and proposed final dividend of 14 cents per share comprising a normal dividend of 8 cents
per share and a special dividend of 6 cents per share. The proposed dividend is subject to approval by shareholders at the Annual General Meeting on December
2, 2014.
Annual Report 2014
65
Recurring Earnings@ net of SPH REIT’s non-controlling interest and Dividend Payout Ratio+
S$’m
%
600
120
500
110
400
100
300
90
200
80
100
70
0
60
2010
2011
Recurring Earnings net of SPH REIT’s non-controlling interest (S$’m)
2012
Restated^^
2013#
2014
Dividend Payout Ratio (%)
This represents the recurring earnings of the media, property and other businesses. FY 2010 included profits from the Group’s
Sky@eleven development. @
+
Computed based on Group recurring earnings net of SPH REIT’s non-controlling interest.
^^
With effect from FY2013, the Group changed its accounting policy for investment properties from cost to fair value model.
The change was applied retrospectively and accordingly, the comparative financial statements for FY2012 were restated.
Computation excluded special dividend of 18 cents paid pursuant to the establishment of SPH REIT.
#
Share Price and Volume
Monthly Turnover
(million shares)
Share Price
(S$)
200
5
150
4
100
3
50
2
0
1
2010
2010
2011
2011
2012
2012
2013
2013
2014
2014
Volume
Share Price
Highest closing price
Lowest closing price
August 31 closing price
Price/Earnings Ratio based on August 31 closing price
Source: Bloomberg
2014
2013
2012
2011
2010
S$
S$
S$
S$
S$
4.29
3.93
4.15
16.60
4.65
3.91
3.93
14.56
4.12
3.61
3.97
11.03
4.26
3.62
3.80
15.83
4.17
3.56
4.08
13.16
66
CORPORATE
INFORMATION
EXECUTIVE COMMITTEE
AUDITORS
Lee Boon Yang (Chairman)
KPMG LLP
Cham Tao Soon
16 Raffles Quay #22-00
Sum Soon Lim
Hong Leong Building
Singapore 048581
Chan Heng Loon Alan
Audit Partner: Ong Pang Thye
AUDIT COMMITTEE
Bahren Shaari (Chairman)
(Appointed in 2013)
COMPANY SECRETARIES
Chong Siak Ching
Quek See Tiat
Ginney Lim May Ling
Sum Soon Lim
Khor Siew Kim
Tan Chin Hwee
BOARD RISK COMMITTEE
REGISTERED OFFICE
1000, Toa Payoh North
Quek See Tiat (Chairman)
News Centre
Sum Soon Lim
Singapore 318994
Tan Yen Yen
Tel: (65) 6319 6319
Tan Chin Hwee
Fax: (65) 6319 8282
Email: [email protected]
NOMINATING COMMITTEE
Cham Tao Soon (Chairman)
Co.Reg.No. 198402868E
SHARE REGISTRATION OFFICE
Ng Ser Miang
Lee Boon Yang
Chong Siak Ching
Tricor Barbinder Share
Registration Services
80 Robinson Road, #02-00
REMUNERATION COMMITTEE
Tan Yen Yen
Bahren Shaari
Singapore 068898
Tel: (65) 6236 3333
Annual Report 2014
SUSTAINABILITY
REPORT
Contents
Materiality Analysis 68
Stakeholder Engagement 68
Trade Membership 70
Corporate Governance Report 71
Risk Management 86
Environmental Responsibility 88
Employee Responsibility 92
Workplace Safety and Health & Fire Safety 92
Working Hand in Hand with Our Industry Partners 93
Valuing Our Human Capital 93
Corporate Social Responsibility 96
Corporate Social Responsibility – SPH 96
Corporate Social Responsibility – SPH Foundation 98
67
68
SUSTAINABILITY
REPORT
SPH has been reporting its economic performance in its Annual Reports since
it was incorporated in 1984. The first Sustainability Report was included in
the 2012 Annual Report, covering the social and environment considerations
of the Group’s overall organisational performance, in addition to the financial
and governance aspects.
With the endorsement of the management, a sustainability reporting committee was formed, with representatives from
different divisions. Coordinated by the Corporate Communications & CSR Division, the Group conducted a stakeholder and
materiality analysis across divisions and gathered the relevant data and information. This is to ensure that the social, economic
and environmental considerations of the company are adequately addressed.
From the analysis, the pertinent issues, their importance, as well as their impact on SPH’s stakeholders and business activities
were examined.
This Sustainability Report covers SPH’s business operations, strategic plans and developments.
The parameters of the Sustainability Report are constantly evolving. The committee strives to continuously enhance the
Group’s disclosure processes, performance targets and data-collation systems to ensure that a more robust and comprehensive
Sustainability Report is presented in the years to come.
Materiality Analysis
The Sustainability Report is based on economic, social and environmental issues that are material to SPH’s business operations
and stakeholders.
SPH, which turned 30 on 4 August 2014, is Asia’s leading multimedia group with a diverse business portfolio in Newspapers,
Magazines and Book Publishing, Internet and Mobile, Broadcasting, Events and Exhibitions, Out-of-Home Advertising and
Properties.
As the leading content provider in Singapore, providing accurate and timely news reports across multiple platforms is of
utmost importance. SPH also offers a suite of cross-media solutions to support integrated marketing campaigns for advertisers.
Behind every satisfied customer is a dedicated SPH staff. SPH understands the importance of implementing effective human
resource policies and practices that promote safe and healthy working conditions, fair employment practices, teamwork,
learning and development, career growth and rewards to attract, retain and grow talent.
In the area of energy consumption, SPH strives to ensure energy savings in its printing plant and offices. Cutting down on
energy usage not only helps to mitigate climate change, but also saves costs for the Group. Reduction in water usage and
proper waste management are the other key areas that help ensure environmental sustainability and minimise corporate
footprint in these areas.
As an active corporate citizen, SPH and SPH Foundation have a wide spectrum of social and environmental projects to
contribute to the well being and development of the community. SPH has won many accolades for its diverse corporate
social responsibility efforts, but the biggest reward is knowing that it has shaped lives, won hearts and empowered minds.
Stakeholder Engagement
SPH is committed to establishing strong and mutually beneficial relationships with its diverse base of stakeholders.
It maintains active engagement with them through open communication channels, thereby earning their trust and understanding
over time.
It employs both formal and informal means to understand its stakeholders’ concerns, secure their buy-in and manage their
expectations promptly.
SPH believes that the key to its organisational success is underlined by having the unstinting support of its stakeholders.
Annual Report 2014
69
STAKEHOLDERS
MEANS AND METHODS
EXPECTATIONS
OUR SOLUTIONS
EMPLOYEES
SPH engages all staff across
News Centre, Media Centre and
Print Centre via emails, intranet,
staff broadcasts, internal staff
publications, SPH Family Day, SPH
Games Day, Up on the Roof monthly
networking sessions, lunchtime
talks, CEO/Chairman visits and
dialogues etc.
To work in a conducive and pleasant
environment where there is selfdevelopment and productivity, and
user-friendly means to apply for
leave and courses.
SPH adopts good human resource
policies and practices that promote
fairness, safe working conditions,
reward good performance,
encourage teamwork, ensure
career growth and provide
work-life balance, e.g. through
provision of nursing rooms and
encouraging staff to take part in
sports and leisure events such as
SPH Games Day and SPH Family
Day. There are also email channels
for staff to provide their feedback
to the management to facilitate
communication.
To be kept updated on the
company’s latest strategic
developments, empowering them to
feel greater loyalty and ownership.
To pick up tips for personal
development to achieve career
growth and work-life balance.
TRADE UNIONS
SPH continuously engages in twoway dialogue with the unions, and
conduct regular reviews of human
resource practices.
To gain access to employees to
promote membership in the trade
unions, as well as engagement with
all levels of management to ensure a
two-way dialogue.
SPH has open communication
channels with the unions and
engages them on both official and
non-official occasions.
CUSTOMERS
SPH uses social media platforms
(Facebook, Twitter, YouTube) and
employs surveys, advertisements,
hotline numbers and email accounts
to connect with customers.
To have on-time delivery of
newspapers and up-to-date, reliable
online news and content, anytime
and anywhere.
SPH ensures reliable newspaper
delivery services, prompt handling
of complaints and maintaining
high levels of customer service for
issues management.
SUPPLIERS
SPH seeks requests for quotations,
To comply with terms and
proposals and tenders, and engages conditions of the company’s existing
in meetings, email correspondences purchasing policies and procedures.
and tele-conferences for discussions.
To be familiar with new procurement
policies and not to engage in any
fraud or impropriety in dealings
with staff.
SPH will design fair-value and
competitive-based policies and
best practices that ensure a fair
selection of suppliers and an
ethical procurement process.
DISTRIBUTORS/
RETAILERS/
TENANTS
SPH conducts regular meetings,
visits, emails and regular
correspondences.
SPH conducts regular sales
planning and support, with
frequent visits by account
managers to tenants and offering
a designated channel for prompt
attention.
It also uses social media platforms
(Facebook, Twitter, YouTube),
iPhone apps as well as surveys to
engage shoppers. Advertisements,
in-mall posters, direct mailers and
EDMs are used to promote events
and promotions.
To receive goods and products
in an orderly and timely manner,
and delivering a memorable retail
experience for shoppers.
To explore ideas for partnerships
to deliver memorable shopping
experiences.
Shoppers can also correspond via
a customer service hotline or
email service.
BUSINESS
PARTNERS
SPH conducts regular meetings,
email correspondences, and
teleconferencing.
To engage in collaborative
partnerships to grow the business.
By engaging suitable partners
to pursue mutually beneficial
business objectives to achieve
growth and profitability.
INVESTORS/
SHAREHOLDERS
The Investor Relations and
Corporate Communications &
CSR divisions carry out meetings,
engage in email correspondences,
participate in investor roadshows,
and help organise the Annual
General Meeting.
To receive accurate and timely
information on company progress
and profitability, with updates on
company’s future plans.
SPH strives to generate optimum
returns on investment, practice
good corporate governance,
transparency and disclosure, as
well as sustainable and long term
growth of business.
It keeps the financial community
fully updated with correct and
timely information on the
company’s future plans.
70
STAKEHOLDERS
MEANS AND METHODS
EXPECTATIONS
OUR SOLUTIONS
LOCAL
COMMUNITIES
SPH engages the community through To have a company that is a
outreach programmes, corporate
responsible and caring corporate
sponsorships and donations, as
citizen, serving the communities.
part of SPH’s corporate social
responsibility efforts.
By having a wide range of
community outreach programmes
and organising meaningful and
impactful charitable events like
the SPH Red Apple Day, SPH Gift
of Music concerts and sponsoring
environmental projects such as
the Amazon Flooded Forest at
the River Safari.
MEDIA AND
INDUSTRY
PARTNERS
SPH issues media releases, media
To have access to latest company
advisories, invitations, and host
announcements, corporate news and
developments of the media industry.
visits for corporate and industry
partners eg Institute of Public
Relations Singapore. The Corporate
Communications & CSR Division also
meets up with the media regularly.
By providing timely and accurate
information on latest company
developments and news on a
regular basis.
GOVERNMENT AND
REGULATORS
SPH conducts regular meetings
with appropriate government
agencies’ officials.
To ensure the company complies
By complying with existing laws
with guiding policies and regulations and having policies and procedures
and addresses pertinent issues.
to ensure adherence and
sustainability of the business.
Giving feedback to regulators on
their new laws and policies.
TRADE
ASSOCIATIONS
Joining relevant trade associations.
ADVOCACY GROUPS Meetings, sponsorships and
AND CHARITABLE
meaningful collaborations
AND WELFARE
on events.
ORGANISATIONS
For the company to lend support
and voice out various concerns and
issues faced by the industry.
By contributing via active
membership and participation in
industry forums and dialogues.
For the company to have responsible
business practices, reducing impact
on the environment and disclosing
information pertaining to business
growth and sustainability.
By working with advocacy groups
e.g. on conservation projects that
seek to reduce environmental
impacts, and supporting charitable
causes.
Trade membership
SPH has established strategic partnerships and linkages with a diverse range of local and overseas corporate members and public bodies:
•
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AdAsia
Adbase Users Group
Advertising Standards Authority of Singapore
ASEAN Newspaper Printers
Association Of Media Owners (Singapore)
Audit Bureau of Circulations
AustCham
Business China
Central Singapore Development Council
Contact Centre Association of Singapore
Digital Filipino
FIPP (the worldwide magazine media association)
Fire Safety Managers’ Association Singapore
GOSS Metro User
Id-ecomerce
Interactive Advertising Bureau SEA (Singapore Chapter)
Institute of Advertising Singapore
International Classified Media Association
Institute of Internal Auditors
International News Media Association
Internet and Mobile Marketing Association of the Philippines
Institute of Public Relations Singapore
Institute of Policy Studies
Institute of Technical Education
Interactive Advertising Bureau SEA (Singapore Chapter)
Magazines Publishers Association Singapore
Malaysia Digital Association
Marketing Institute of Singapore
Master Printing System Club
Management Development Institute of Singapore
Newspaper Association of America
•
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National Safety and Security Watch Group
Orchard Road Business Association
Real Estate Developers’ Association of Singapore
RISI (Resource Information Systems Inc)
Pacific Area Newspaper Publishers’ Association Inc
Security Industry Institute
Singapore Academy of Law
Singapore Association of the Institute of Chartered Secretaries
& Administrators
Singapore Business China
Singapore Business Federation
Singapore Chinese Chamber of Commerce and Industry
Singapore Compact
Singapore Human Resources Institute
Singapore International Chamber of Commerce
Singapore Institute of Directors
Singapore Institute of Management
Singapore Institute of Safety Officers
Singapore Law Academy
Singapore National Employers Federation
Singapore Retailers’ Association
Singapore Press Club
Singapore Vehicle Traders Association
Southeast Community Development Council
The Association of Accredited Advertising Agents Singapore
The Association of Shopping Centres (Singapore)
The Society of News Design
The Society of Publishers in Asia
Workplace Safety and Health Council
World Association of Newspapers and News
Annual Report 2014
71
CORPORATE
GOVERNANCE REPORT
SPH is committed to achieving high standards of corporate governance, to promote corporate transparency and to enhance
shareholder value. SPH is pleased to confirm that it has adhered to the principles and guidelines of the Code of Corporate
Governance 2012 (the “Code”). In so far as we have not complied with any guideline, we have provided the reason.
The Annual Report should be read in totality for SPH’s full compliance.
BOARD MATTERS
Board’s Conduct of its Affairs
Principle 1: Board’s Leadership and Control
The Board is collectively responsible for providing overall strategy and direction to the Management and the Group. Through
the Board’s leadership, the Group’s businesses are able to achieve sustainable and successful performance. Matters requiring
the Board’s decision and approval include:
1.
Major funding proposals, investments, acquisitions and divestments including the Group’s commitment in terms of
capital and other resources;
2.
The annual budgets and financial plans of the Group;
3.
Annual and quarterly financial reports;
4.
Internal controls and risk management strategies and execution; and
5.
Appointment of directors and key management staff, including review of performance and remuneration packages.
The Group has in place, financial authorisation limits for matters such as operating and capital expenditure, credit lines and
acquisition and disposal of assets and investments, which require the approval of the Board.
All Directors are expected to objectively discharge their duties and responsibilities at all times as fiduciaries in the interests
of the Group. However, to ensure that specific issues are subject to in-depth and timely review, certain functions have been
delegated to various Board Committees, which would submit its recommendations or decisions to the Board. The Board
Committees constituted by the Board are the Executive Committee, Audit Committee, Remuneration Committee, Nominating
Committee and Board Risk Committee. Each of these Board Committees has its own terms of reference.
The Executive Committee’s (“EC”) principal responsibilities are:1.
To review, with Management, and recommend to the Board the overall corporate strategy, objectives and policies of
the Group, and monitor their implementation;
2.
To consider and recommend to the Board, the Group’s five year plan and annual operating and capital budgets;
3.
To review and recommend to the Board proposed investments and acquisitions of the Group which are considered
strategic for the long-term prospects of the Group;
4.
To approve the Company’s asset allocation strategy, appointment and termination of external fund managers and
investment/ divestment of securities and review investment guidelines, treasury management and investment
performance;
5.
To act on behalf of the Board in urgent situations, when it is not feasible to convene a meeting of the entire Board;
and
6.
To carry out such other functions as may be delegated to it by the Board.
72
CORPORATE
GOVERNANCE REPORT
Details of other Board Committees are as set out below:
1.
Audit Committee (principle 12);
2.
Remuneration Committee (principle 7);
3.
Nominating Committee (principle 4); and
4.
Board Risk Committee (principle 11).
The names of the members of the Board Committees are set out in the Corporate Information page of this Annual Report.
Board Attendance
The Board meets on a quarterly basis and as warranted by particular circumstances. Seven Board meetings were held in the
financial year ended 31 August 2014 (“FY 2014”), of which four were the regular quarterly meetings and three additional
meetings were convened to discuss other important and strategic matters. The number of regular Board meetings for FY 2014
was increased to six to facilitate discussions among Directors on more strategic matters. A Director who is unable to attend
any meeting in person may participate via tele-conference. The attendance of the Directors at meetings of the Board and
Board Committees, and the frequency of such meetings, is disclosed on page 85. A Director who fails to attend three Board
meetings consecutively, without good reason, will not be nominated by the Nominating Committee (“NC”) for re-appointment
and will be deemed to have resigned.
Training for Directors
Upon the appointment of a Director, he is provided with a formal letter setting out his key responsibilities.
A comprehensive orientation and induction programme, including site visits to the Group’s operations centres, is also
organised for new Directors to familiarise them with the Group’s business, operations, organisation structure and corporate
policies. They are briefed on the Company’s corporate governance practices, regulatory regime and their duties as Directors.
Directors are updated regularly on changes in relevant laws and regulations; industry developments; business initiatives and
challenges; and analyst and media commentaries on matters related to the Company and the media industry.
Directors are informed and encouraged to attend relevant training programmes conducted by the Singapore Institute of
Directors, Singapore Exchange Limited, and business and financial institutions and consultants.
For FY 2014, Directors were provided with training in the areas of data analytics, cyber risks and risk management essentials,
in addition to updates on internal controls and regulatory requirements.
Directors may, at any time, request for further explanations, briefings or informal discussions on any aspect of the Group’s
operations or business issues from Management.
They are also informed about matters such as the Code of Dealings in the Company’s shares as they are privy to price
sensitive information.
Annual Report 2014
73
Board Composition and Guidance
Principle 2: Strong and Independent Board
Currently, the Board comprises 12 Directors, all of whom, except for the Chief Executive Officer (“CEO”), are non-executive and
independent Directors. Each Director has been appointed on the strength of his/her calibre and experience. As a group, the
Directors possess core competencies such as accounting, finance, business or management experience, industry knowledge
and strategic planning experience. For effective deliberation and decision-making, the Directors have decided that the
optimum size for the Board shall not exceed 12.
There is a strong independence element in the Board, with the NC considering 11 out of 12 Directors to be independent
from Management. The independence of each Director is assessed by the NC in accordance with Guideline 2.3 of the Code.
Professor Cham Tao Soon and Mr Sum Soon Lim have each served on the Board for more than nine years.The NC has taken
into consideration Guideline 2.4 and conducted a rigorous review of their contributions to the Board to determine if they
have maintained the status of independence as defined by Guideline 2.3. The NC is satisfied that both Professor Cham and
Mr Sum have remained independent in their judgment and have discharged their duties objectively. In the determination of
the independence of Professor Cham by the NC, Professor Cham had recused himself. Professor Cham and Mr Sum will not
be putting themselves up for re-election at the Annual General Meeting on 2 December 2014 (“2014 AGM”). In relation to
Mr Lucien Wong, the NC had determined that even though the total fees billed by Allen & Gledhill (of which Mr Wong is a
partner) to the Group in FY 2014 exceeded $200,000, his independence had not been compromised as this amount did not
constitute a significant proportion of the law firm’s total legal fees.
Key information regarding the Directors, including directorship and chairmanship both present and those held over the
preceding three years in other listed companies, and other principal commitments, are set out in the Board of Directors’
section and on pages 24 to 27 which provides further information on them.
The Board and Management are given opportunities to engage in open and constructive debate for the furtherance of
strategic objectives. All Board members are supplied with relevant, complete and accurate information on a timely basis
and non-executive Directors may challenge Management’s assumptions and also extend guidance to Management, in the
best interest of the Group.
Non-executive Directors meet at least once annually without the presence of Management.
74
CORPORATE
GOVERNANCE REPORT
Chairman and Chief Executive Officer
Principle 3: Clear division of responsibilities between Chairman and Chief Executive Officer to ensure a balance of power
and authority
The Chairman and CEO of the Company are separate persons. The Chairman is a non-executive and independent Director
and also chairs the EC. He sets the agenda for Board meetings, ensures that adequate time is available for discussion of
all agenda items, in particular, strategic issues, and that complete, adequate and timely information is made available to
the Board. He encourages constructive relations within the Board and between the Board and Management, facilitates the
effective contribution of non-executive Directors, and ensures effective communications with shareholders. He takes a lead
role in promoting high standards of corporate governance, with the full support of the Directors, the Company Secretary
and Management.
The Chairman and the CEO are not related. The CEO bears executive responsibility for the Group’s business and implements
the Board’s decisions. The roles of the Chairman and the CEO are kept separate to ensure an appropriate balance of power,
increased accountability and greater capacity of the Board for independent decision-making.
The Company does not have any lead Independent Director given that the Chairman and CEO are not the same person and
are not immediate family members; the Chairman is not a part of the management team and is an independent Director.
Board Membership
Principle 4: Formal and transparent process for appointment of new directors
The Board reviews the composition of the Board and Board Committees periodically, taking into account the need for
progressive renewal of the Board and each Director’s competencies, commitment, contribution and performance.
To ensure that the governance and business needs of the Group are adequately addressed, the NC regularly reviews the
capabilities of the Directors collectively by taking into account their skills, experience, gender, and company and industry
knowledge. The NC is chaired by Professor Cham Tao Soon and comprises Dr Lee Boon Yang, Ms Chong Siak Ching and
Mr Ng Ser Miang.
The NC agrees that as a guide, the Board shall have a maximum of 12 Directors, given that the optimum size of a Board for
effective deliberation and decision making is between 10 and 12.
It regularly reviews the balance and mix of expertise, skills and attributes of the Directors in order to meet the business
and governance needs of the Group, shortlists candidates with the appropriate profile for nomination or re-nomination and
recommends them to the Board for approval. It looks out for suitable candidates to ensure continuity of Board talent. Some
of the selection criteria used are integrity, independent mindedness, diversity of competencies, ability to commit time and
effort to the Board, track record of good decision-making, experience in high-performing companies and financial literacy.
The Committee may seek advice from external search consultants where necessary.
Annual Report 2014
75
The NC regards succession planning as an important part of corporate governance and has an internal process of succession
planning for the Chairman, Directors and the CEO to ensure the progressive and orderly renewal of Board membership.
The NC has adopted internal guidelines addressing competing time commitments that arise when Directors serve on multiple
boards and have other principal commitments. As a guide, Directors should not have more than six listed company board
representations and other principal commitments.
The NC monitors and determines annually whether Directors who have multiple board representations and other principal
commitments, are able to give sufficient time and attention to the affairs of the Company and adequately carry out his duties
as a Director of the Company. The NC takes into account the results of the assessment of the effectiveness of the individual
Director and his actual conduct on the Board, in making this determination.
The NC was satisfied that in FY 2014, where a Director had other listed company board representations and/or other principal
commitments, the Director was able to carry out and had been adequately carrying out, his duties as a Director of the Company.
As a matter of corporate governance, all Directors submit themselves for re-nomination and re-election once every three
years. Article 111 of the Articles requires one-third of the Directors, or the number nearest to but not less than one- third, to
retire by rotation at every annual general meeting (“AGM”). These Directors may offer themselves for re-election, if eligible.
Directors of or over 70 years of age are required to be re-elected every year at the AGM under Section 153(6) of the Companies
Act before they can continue to act as a Director.
The NC reviews annually whether a Director or potential candidate for the Board is considered an independent director
bearing in mind the Code’s definition of an “independent director” and guidance as to the relationships, the existence of
which would deem a Director not to be independent (Guideline 2.3).
The appointment of Directors is also in accordance with Section 10 of the Newspaper and Printing Presses Act (Cap 206).
The Board does not appoint alternate directors as recommended by Guideline 4.5 of the Code.
The NC has ascertained that for the period under review, all non-executive Directors are independent and that Directors have
devoted sufficient time and attention to the Group’s affairs.
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Board Performance
Principle 5: Formal assessment of the effectiveness of the Board and contribution of each director
The NC reviews the Board’s performance on an annual basis, based on performance criteria as agreed by the Board,
and decides how this may be evaluated.
The Board has implemented a process for assessing the effectiveness of the Board as a whole, its Board Committees and for
assessing the contribution by Directors to the effectiveness of the Board.
This process includes having Directors complete a Questionnaire seeking their views on various aspects of Board performance,
such as Board composition, information, process and accountability. The Company Secretary compiles Directors’ responses to
the Questionnaire into a consolidated report. The report is discussed at the NC meeting and also shared with the entire Board.
For FY 2014, the Questionnaire on the performance of the Board and Board Committees was reviewed in accordance with
best practices on board evaluation. The Questionnaire was completed by Directors, and reviewed by the NC and then the
Board. The NC assessed the performance of the Board as a whole, taking into account the Board’s composition and size, the
Board’s access to information, Board processes, Board accountability, standard of conduct and performance of the Board’s
principal functions and fiduciary duties, and guidance to and communication with the Management.
The Chairman, together with the Chairman of the NC, also assessed the performance of individual Directors based on factors
such as the Director’s attendance, preparedness, candour, participation and contribution at Board meetings and industry and
business knowledge.
Access to Information
Principle 6: Provision of complete, adequate and timely information prior to board meetings and on an on-going basis
The Board is provided with quarterly financial accounts, other financial statements and progress reports of the Group’s business
operations, as well as analysts’ reports on the Company. The quarterly financial results and annual budget are presented to
the Board for approval. The monthly internal financial statements are made available to members of the Board. The financial
results are also compared against the budgets, together with explanations given for significant variances for the reporting
period. The Board also receives regular updates on the industry and technological developments. Such reports enable Directors
to keep abreast of key issues and developments in the industry, as well as challenges and opportunities for the Group.
As a general rule, board papers are sent to Directors at least one week in advance in order for Directors to be adequately
prepared for the meeting. Senior Management attends Board meetings to answer any query from the Directors. The Directors
also have unrestricted access to the Company Secretary and Management at all times. Directors are entitled to request from
Management and provided with such additional information as needed to make informed and timely decisions.
The Company Secretary works closely with the Chairman in setting the agenda for board meetings. She attends all Board
meetings and ensures that board procedures are followed and that applicable rules and regulations are complied with. Under
the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flow within
the Board and its Board Committees, and between Management and non-executive Directors. The Company Secretary also
organises orientation and training for new Directors, as well as provides updates and advises Directors on all governance
matters. The Articles provide that the appointment and removal of the Company Secretary is subject to the approval of
the Board.
Should Directors, whether as a group or individually, need independent professional advice relating to the Company’s affairs,
the Company Secretary will appoint a professional advisor to render the relevant advice and keep the Audit Committee (“AC”)
informed of such advice. The cost of such professional advice will be borne by the Company.
Annual Report 2014
77
Remuneration Matters
Principle 7: Formal and transparent procedure for fixing remuneration packages of directors
The Remuneration Committee (“RC”) is chaired by Dr Lee Boon Yang and comprises Mr Lucien Wong, Ms Tan Yen Yen and
Mr Bahren Shaari, all of whom are non-executive and independent Directors.
The RC sets the remuneration guidelines of the Group for each annual period, including the structuring of long-term incentive
plans, annual salary increases and variable and other bonuses for distribution to employees. It administers the SPH Performance
Share Plan (“Plan”) and the Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”). The RC also
reviews the remuneration framework (covering all aspects of remuneration including but not limited to Directors’ fees, salaries,
allowances, bonuses, options, share-based incentives and awards, and benefits in kind) and specific remuneration packages
of Directors including that of the CEO, and key management and submits its recommendations to the Board for endorsement.
The RC reviews any overly-generous obligation on the part of the Company in the event of termination, to ensure that such
contracts contain fair and reasonable termination clauses. The RC also aims to be fair and avoid rewarding poor performance.
There are no termination, retirement and post-employment benefits granted to Directors, the CEO or the top five key
management personnel in FY 2014.
The RC may seek expert advice inside and/or outside of the Company on remuneration of Directors and staff. It ensures that
in the event of such advice being sought, existing relationships, if any, between the Company and its appointed remuneration
consultants will not affect the independence and objectivity of the remuneration consultants. In FY 2014, Carrots Consulting
was engaged to advise on staff remuneration matters and it is confirmed that the consultants do not have any relationship
with the Company.
Level and Mix of Remuneration
Principle 8: Appropriate remuneration to attract, retain and motivate directors and key management
The level and mix of remuneration for Directors and key management is set out under Principle 9. The Company takes into
account its long term interests and risk policies and has structured remuneration packages on measured performance taking
into account financial and non-financial factors.
Disclosure on Remuneration
Principle 9: Clear disclosure on remuneration policy, level and mix
Directors’ Remuneration
For the period under review, the CEO’s remuneration package includes a variable bonus element and performance share
grant, which are based on the Company’s and individual performance and have been designed to align his interests with
those of shareholders. As an executive Director, the CEO does not receive Directors’ fees.
Non-executive Directors, including the Chairman, are paid Directors’ fees, subject to the approval of shareholders at the
AGM. Directors’ fees comprise a basic retainer fee, fees in respect of service on Board Committees, attendance fees, as well
as fees for participation in special projects, adhoc committees and subsidiary boards. The Directors’ fees are appropriate to
the level of contribution, taking into account factors such as effort and time spent, and the responsibilities of the Directors.
78
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The Directors’ fee structure for service on the Board and Board Committees is as follows:
S$
Non–executive Chairman
Deputy Chairman
Non–executive Director
Audit Committee Chairman
Audit Committee Member
Nominating/Remuneration/Board Risk Committee Chairman
Nominating/Remuneration/Board Risk Committee Member
Executive Committee Chairman
Executive Committee Member
115,000
78,000
60,000
37,500
22,500
22,500
12,500
40,000
25,000
The attendance fees payable to Directors for attendance at each Board and Board Committee meeting are as follows:
S$
Board meeting
Board Committee or adhoc committee meeting
$2,000
$1,000
A breakdown, showing the level and mix of each individual Director’s remuneration payable for FY 2014 is as follows:-
Name of Director
Directors’
Fees
S$
Base/ Fixed
Salary
%
Variable or
Bonuses
%
Benefits
in Kind
%
–
32.22%
34.27%
1.11%
ShareBased*
%
Total
S$
Executive Director
Chan Heng Loon Alan(CEO)
32.40%
2,988,000
*Based on the fair values of performance shares granted in FY 2014. For details on the SPH Performance Share Plan, please refer to the Directors’ Report, Notes
to the Financial Statements and the following page under Remuneration of Key Management Personnel.
Independent Directors1
Below $250,000
Cham Tao Soon (Deputy Chairman)
Chong Siak Ching
Ng Ser Miang
Sum Soon Lim
Tan Yen Yen
Bahren Shaari
Quek See Tiat2
Tan Chin Hwee3
Willie Cheng Jue Hiang4
216,000
148,500
115,000
88,500
141,375
128,750
105,000
126,875
123,500
58,500
34,375
Notes:
1. Ms Janet Ang was not a Director as at 31 August 2014.
2. Mr Quek See Tiat was appointed as a Director on 1 September 2013.
3. Mr Tan Chin Hwee was appointed as a Director on 1 March 2014.
4. Mr Willie Cheng resigned as a Director on 29 November 2013.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
216,000
148,500
115,000
88,500
141,375
128,750
105,000
126,875
123,500
58,500
34,375
Annual Report 2014
79
Remuneration of Key Management Personnel
The Company adopts a remuneration system that is responsive to the market elements and performance of the Company
and business divisions respectively. Taking note of the competitive pressures in the talent market, the Board has, on review,
decided not to disclose the names of the Company’s top five executives. The CEO and top five executives of the Company in
each remuneration band for this financial year are:-
Name of Director
Executive Director
$2,750,000 to $2,999,999
Chan Heng Loon Alan (CEO)
Directors'
Fees
$
Base/Fixed
Salary
%
Variable or
Bonuses
%
Benefits
in Kind
%
–
32.22%
34.27%
1.11%
No. of
Executives
Base/Fixed
Salary
%
Variable or
Bonuses
%
Benefits in
Kind
%
1
1
1
1
1
38.86%
33.68%
37.24%
48.26%
49.55%
30.79%
29.08%
31.42%
29.38%
29.87%
0.03%
1.32%
0.07%
0.07%
0.07%
ShareBased*
%
32.40%
Total
$
2,988,000
Key Management Personnel
Remuneration Bands
Between $1,500,000 to $1,749,999
Between $1,250,000 to $1,499,999
Between $1,000,000 to $1,249,999
Between $750,000 to $999,999
Between $500,000 to $749,999
*
Sharebased *
%
30.32%
35.92%
31.27%
22.29%
20.51%
Total
%
100%
100%
100%
100%
100%
Based on the fair values of performance shares granted in FY 2014.
The Company adopts a remuneration policy for staff comprising a fixed component, a variable component, and benefits in
kind. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus that is
linked to the Company’s and individual performance. The benefits in kind include club and car benefits. The RC approves the
bonus for distribution to staff based on individual performance.
The above remuneration bands include performance shares granted to staff under the Plan. The Plan was approved by
shareholders at an Extraordinary General Meeting held on December 5, 2006 and is administered by the RC.
Staff who participate in the Plan are a selected group of employees of such rank and service period as the RC may determine
or as selected by the RC. Awards initially granted under the Plan are conditional and based on performance assessed over a
multi-year performance period. The conditions for such awards were chosen as they reflect medium to longer-term corporate
objectives and include both market and non-market conditions. Market conditions include Absolute Total Shareholder Return
versus cost of equity and Relative Total Shareholder Return against ST All-Share Index. Non-market conditions include
Newspaper Business Free Cash Flow, market competitiveness, quality of returns including sales, efficiency, productivity and
profit, and business and productivity growth.
The Plan contemplates the award of fully-priced shares, their equivalent cash value or combinations thereof, free of charge,
provided that certain prescribed performance conditions are met, and upon expiry of the prescribed vesting periods.
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Senior executives are encouraged to hold a minimum number of shares under the share ownership guideline which
requires them to maintain a beneficial ownership stake in the Company, thus further aligning their interests with shareholders.
Furthermore, under an Economic-Value-Added or EVA-driven performance bonus scheme for senior executives, a notional
variable bonus bank account is set up for each participating senior executive, into which the annual performance bonus earned
by him each year is credited. 1/3 of the total variable bonus bank account, which includes the balance brought forward from
the previous year, is paid out, With the balance 2/3 carried forward to the next year. Key senior executives in the Group have
been on this EVA-driven performance bonus scheme since the mid-2000s.
Details on the 1999 Scheme and the Plan and the incentives issued, can be found in the Directors’ Report and Notes to the
Financial Statements.
Under the 1999 Scheme and the Plan, the RC has the discretion to determine if an executive is involved in misconduct, resulting
in the forfeiture or lapse of the incentive components of his remuneration or awards, to the extent that such incentive or
award has not been released or disbursed.
The annual aggregate remuneration paid to the top five key management personnel of the Company (excluding the CEO)
for FY 2014 is $5,445,000.
No employee of the Group was an immediate family member of any Director or the CEO and whose remuneration exceeded
$50,000 per annum, during this financial year.
Accountability and Audit
Principle 10: Board presents the company’s performance, position and prospects
The Board announces its quarterly and full-year financial results which present a balanced and informed assessment of the
Company’s performance, position and prospects via public announcements and through the SGXNET.
The Board takes adequate steps through the establishment of appropriate internal policies to ensure compliance with
legislative and regulatory requirements, including requirements under the listing rules of the securities exchange.
The Management provides the Board with management accounts and such explanation and information on a regular basis
and as the Board may require from time to time, to enable the Board to make a balanced and informed assessment of the
Company’s performance, position and prospects.
Risk Management and Internal controls
Principle 11: Risk governance and sound system of internal controls
The Board Risk Committee (“BRC”) assists the Board in overseeing the risk governance in the Company to ensure that
Management maintains a sound system of risk management and internal controls to safeguard shareholders’ interests and
the Company’s assets.
It also determines the nature and extent of the significant risks which the Board is willing to take in achieving its strategic
objectives.
Annual Report 2014
81
The BRC is made up of four non-executive and independent Directors, namely, Mr Quek See Tiat (Chairman), Mr Sum Soon
Lim, Mr Tan Chin Hwee and Ms Tan Yen Yen. Mr Quek and Mr Sum are members of both the BRC and the AC together with
Mr Tan who was appointed on 1 March 2014. The BRC’s objectives include the following:
a.
Oversee and advise the Board on the Group’s risk exposure, risk appetite and risk strategy;
b.
Review and guide Management in the formulation of the Group’s risk policies and in the execution of risk assessment
processes and mitigation strategies; and
c.
Annually review the adequacy and effectiveness of the Group’s risk management and internal control systems,
including financial, operational, compliance and information technology controls.
The Risk Management Department implements the Group’s risk management policies and processes, and develops the
framework to assist the operating units in identifying, monitoring and managing the risks within the Group. The framework
strengthens the Group’s capability to recognise and capitalise on new challenges and opportunities so as to add value to
Management’s decision-making, business planning, resource allocation and operational management.
The Risk Management Report is found on page 86.
The Internal Audit Division (“IAD”) has an annual audit plan, which complements that of the external auditors. IAD’s plan
focuses on material internal control systems including financial, operational, IT and compliance controls, and risk management.
IAD also provides advice on security and control in new systems development, recommends improvements to effectiveness
and economy of operations, and contributes to risk management and corporate governance processes. Any material noncompliance or lapses in internal controls together with corrective measures are reported to the AC.
Based on the audit reports and management controls in place, the AC is satisfied that the internal control systems provide
reasonable assurance that assets are safeguarded, that proper accounting records are maintained and financial statements
are reliable. In the course of their statutory audit, the Company’s external auditors will highlight any material internal control
weaknesses which have come to their attention in carrying out their normal audit, which is designed primarily to enable them
to express their opinion on the financial statements. Such material internal control weaknesses noted during their audit, and
recommendations, if any, by the external auditors are reported to the AC.
The CEO and Chief Financial Officer at the financial year-end have provided a letter of assurance on the integrity of the
financial records/statements, as well the effectiveness of the Company‘s risk management and internal control systems.
Such assurance includes the following :
•
internal controls were established and maintained;
•
material information relating to the Company is disclosed on a timely basis for the purposes of preparing financial
statements; and
•
the Company‘s internal controls were effective as at the end of the financial year.
Based on the internal controls established and maintained by the Group, work performed by the internal and external auditors,
and regular reviews performed by Management, the Board and relevant Board Committees, the AC and the Board are of the
opinion that the Group’s risk management systems and internal controls were adequate and effective as at 31 August 2014
to address financial, operational, compliance and information technology risks, which the Group considers relevant and
material to its operations.
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CORPORATE
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The Board notes that the system of internal controls provides reasonable, but not absolute, assurance that the Group will not
be affected by any event that could be reasonably foreseen as it strives to achieve its business objectives. In this regard, the
Board also notes that no system can provide absolute assurance against the occurrence of material errors, poor judgment in
decision-making, human error, fraud or other irregularities.
Code of Dealings in Securities
The Group has in place a Code of Dealings in SPH’s securities, which prohibits dealings in SPH securities by all Directors of
the Company and its subsidiaries, and certain employees, within certain trading periods. The “black-out” periods are two
weeks prior to the announcement of the Company’s financial statements for each of the first three quarters of its financial
year and one month prior to the announcement of the Company’s full year financial statements. Directors and employees
are also reminded to observe insider trading laws at all times, and not to deal in SPH securities when in possession of any
unpublished price-sensitive information regarding the Group, or on short-term considerations. The Company issues quarterly
reminders to its Directors, relevant officers and employees on the restrictions in dealings in listed securities of the Group as
set out above, in compliance with Rule 1207(19) of the SGX Listing Manual.
AUDIT COMMITTEE
Principle 12: Establishment of an Audit Committee with written terms of reference
The AC currently comprises five members, all of whom are independent non-executive Directors. The Chairman of the
AC is Mr Bahren Shaari and its members are Ms Chong Siak Ching, Mr Quek See Tiat, Mr Sum Soon Lim and Mr Tan Chin Hwee.
The NC is of the view that the members of the AC have sufficient financial management expertise and experience to discharge
the AC’s functions given their experience as directors and/or senior management in accounting and financial fields. The AC
performs the functions as set out in the Code including the following:
a.
Reviewing the annual audit plans and audit reports of external and internal auditors;
b.
Reviewing the balance sheet and profit and loss account of the Company and the consolidated balance sheet and
profit and loss accounts of the Group before they are submitted to the Board for approval;
c.
Reviewing the significant financial reporting issues and judgments so as to ensure the integrity of the financial
statements of the Company and any announcements relating to the Company’s financial performance;
d.
Reviewing the auditors’ evaluation of the system of internal accounting controls;
e.
Reviewing and reporting to the Board on the adequacy and effectiveness of the Company’s internal controls, including
financial, operational, compliance and information technology controls;
f.
Reviewing the scope, results and effectiveness of the internal audit function;
g.
Reviewing the scope, results and effectiveness of the external audit, and the independence and objectivity of the
external auditors annually, and the nature and extent of non-audit services supplied by the external auditors so as
to maintain objectivity;
h. Making recommendations to the Board on the appointment, re-appointment and removal of the external auditors,
and approving the remuneration and terms of engagement of the external auditors;
i.
Reviewing the Company’s whistle-blowing policy, and to ensure that arrangements are in place for concerns about
possible improprieties in matters of financial reporting or other matters to be raised and independently investigated,
and for appropriate follow-up action to be taken;
j.
Overseeing any internal investigation into cases of fraud and irregularities;
Annual Report 2014
83
k.
Reviewing any interested person transaction;
l.
Approving the hiring, removal, evaluation and compensation of the head of the internal audit function; and
m.
Ensuring that the internal audit function is adequately resourced and has appropriate standing within the Company.
The AC has the authority to investigate any matter within its terms of reference, full access to and co-operation by management,
and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to
discharge its functions properly.
The AC has conducted an annual review of the performance of the external auditor and the volume of non-audit services to
satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the external
auditors, before confirming their re-nomination. Details of the aggregate amount of fees paid to the external auditors for
FY 2014, and a breakdown of the fees paid in total for audit and non-audit services respectively, can be found on page 167.
The AC meets with the external and internal auditors, in each case, without the presence of Management, at least once
a year. The audit partner of the external auditors is rotated every five years, in accordance with the requirements of the
SGX Listing Manual.
Quarterly financial statements and the accompanying announcements are reviewed by the AC before presentation to the
Board for approval, to ensure the integrity of information to be released.
During the financial year, the AC reviewed the quarterly financial statements prior to approving or recommending their
release to the Board, as applicable; the annual audit plan of the external and internal auditors and the results of the audits
performed by them, the list of interested person transactions and non-audit services rendered by the external auditors, and
the re-appointment of the external auditors and its remuneration. Management’s assessment of fraud risks, adequacy of the
whistle-blower arrangements and whistleblower complaints are reviewed by the AC.
The AC takes measures to keep abreast of the changes to accounting standards and issues which have a direct impact on
financial statements, with training conducted by professionals or external consultants.
The Company confirms that the appointment of the external auditors is in accordance with Rules 712 and 715 of the
SGX Listing Manual.
None of the AC members is a former partner of the Group’s existing auditing firm.
Code of Business Ethics and Employee Conduct Policy
The Group has an existing Code of Business Ethics and Employee Conduct Policy (“Ethics Code”), which is posted on the
Company’s intranet website, to regulate the ethical conduct of its employees. The Group also has a Whistleblowing Policy
& Procedure which is posted on the SPH Corporate website, to allow staff and external parties such as suppliers, customers,
contractors and other stakeholders, to raise concerns or observations in confidence to the Company, about possible irregularities
for independent investigation and appropriate follow up action to be taken. Such concerns include dishonesty, fraudulent acts,
corruption, legal breaches and other serious improper conduct; unsafe work practices and any other conduct that may cause
financial or non-financial loss to the Group or damage to the Group’s reputation. The Whistleblowing Policy encourages staff
and external parties to identify themselves whenever possible to facilitate investigations, but will also consider anonymous
complaints, in certain circumstances. It makes available to staff and external parties the contact details of the Receiving
Officer, who may also forward the concern to the respective Heads of Division, CEO, AC Chairman and/or Chairman.
84
CORPORATE
GOVERNANCE REPORT
Internal Audit
Principle 13: Establishment of an internal audit function that is independent of the functions it audits
IAD is staffed with ten audit executives, including the Head of Internal Audit. Most of the IAD staff have professional
qualifications, and are members of the Institute of Internal Auditors, Inc. (“IIA”). Some are qualified IT auditors and/or Certified
Fraud Examiners. All IAD staff have to adhere to a set of code of ethics adopted from The Institute of Internal Auditors, Inc.
The Head of Internal Audit reports directly to the Chairman of the AC on audit matters, and to the CEO on administrative
matters. IAD has adopted the Standards for Professional Practice of Internal Auditing set by IIA and ensures staff competency
through the recruitment of suitably qualified and experienced staff, provision of formal and on-the-job training, and appropriate
resource allocation in engagement planning.
The AC reviews IAD’s reports on a quarterly basis. The AC also reviews and approves the annual IA plans and manpower to
ensure that IAD has the necessary resources to adequately perform its functions.
The AC approves the hiring, removal, evaluation and compensation of the head of the internal audit function and she is
provided with access to the AC.
Shareholder Rights & Responsibilities
Principle 14: Fair and equitable treatment of shareholders
The Group encourages shareholder participation, and ensures that shareholders have the opportunity to participate effectively
at general meetings.
All SPH shareholders are treated fairly and equitably to facilitate the exercise of their ownership rights.
To facilitate the exercise of shareholders’ rights, the Company ensures that all material information relating to the Company
and its financial performance is disclosed in an accurate and timely manner via SGXNET. Shareholders are also informed of
rules, including voting procedures that govern the general meeting.
Any notice of a general meeting of shareholders is issued at least 14 days before the scheduled date of such meeting.
The Company’s articles also allow any shareholder to appoint proxies during his absence, to attend and vote on his behalf
at the general meetings. In addition, shareholders who hold shares through custodial institutions may attend the general
meetings as observers.
Communication with Shareholders
Principle 15: Regular, effective and fair communication with shareholders
The Company holds analysts’ briefings of its half-year and full-year results and a media briefing of its full year results.
The quarterly financial results are published through the SGXNET, news releases and the Company’s corporate website.
A webcast of the half-year and full-year results briefing is also available on the website. The date of release of the results
is announced through SGXNET about two weeks in advance. The Company also conducts analysts’ briefings and investor
roadshows to maintain regular dialogue with shareholders as well as to solicit and understand the views of shareholders.
information disclosed is as descriptive, detailed and forthcoming as possible.
The Company does not practise selective disclosure. Price-sensitive information is first publicly released through SGXNET,
either before the Company meets with any investors or analysts or simultaneously with such meetings. All shareholders of
the Company receive the summary financial report, and, on request, the full annual report, and notice of AGM, which is held
within four months after the close of the financial year. The notice is also advertised in the newspapers. The summary financial
report and the annual report are also available on the Company’s corporate website, www.sph.com.sg.
SPH has been declaring dividends at half-year and final year-end. Any payouts are clearly communicated to shareholders in
public announcements and via announcements on SGXNET when the Company discloses its financial results.
Annual Report 2014
85
Conduct of Shareholder Meetings
Principle 16: Greater shareholder participation at AGMs
The Articles allow a shareholder to appoint one or two proxies to attend and vote instead of the shareholder. The Company
does not allow a shareholder to vote in absentia at general meetings, except through the appointment of a proxy, attorney
or in the case of a corporation, a corporate representative, to cast their vote in their stead.
Resolutions are, as far as possible, structured separately and may be voted on independently. All polls are conducted in the
presence of independent scrutineers. The Company also conducts electronic poll voting to ensure greater transparency and
efficiency in the voting procedures. The results of the electronic poll voting are published instantaneously at the meeting.
The Company is in full support of shareholder participation at AGMs. For those who hold their shares through CPF nominees
and who are not registered as shareholders of the Company, the Company welcomes them to attend the AGM as observers.
The Company prepares minutes of general meetings and makes these minutes available to shareholders upon their request.
All Directors, including the chairmen of the EC, AC, NC, RC and BRC, and senior management, are in attendance at the AGMs
and Extraordinary General Meetings to allow shareholders the opportunity to air their views and ask Directors or Management
questions regarding the Company. The external auditors also attend the AGMs to assist the Directors in answering any queries
relating to the conduct of the audit and the preparation and content of the auditors’ report.
Directors’ attendance at Board and Board Committee Meetings (for the financial year ended 31 August 2014)
Name of Director1
Lee Boon Yang
(Chairman)
Cham Tao Soon
(Deputy Chairman)
Chan Heng Loon Alan (CEO)
Bahren Shaari
Willie Cheng Jue Hiang3
Chong Siak Ching
Ng Ser Miang
Quek See Tiat4
Tan Chin Hwee5
Sum Soon Lim
Tan Yen Yen
Board
Executive
Committee
7 out of 7
7 out of 7
7 out of 7
7 out of 7
7 out of 7
1 out of 1
7 out of 7
7 out of 7
7 out of 7
3 out of 4
7 out of 7
7 out of 7
7 out of 7
7 out of 7
7 out of 7
–
–
–
–
–
1 out of 16
7 out of 7
–
6 out of 78
Audit Remuneration
Committee
Committee
–
–
–
4 out of 4
1 out of 1
4 out of 4
–
3 out of 4
2 out of 2
3 out of 37
–
–
Nominating
Committee
Board Risk
Committee
3 out of 3
2 out of 2
–
–
–
2 out of 22
1 out 1
–
–
–
–
–
2 out of 3
3 out of 3
2 out of 2
–
–
–
2 out of 2
2 out of 2
–
–
–
–
–
–
–
–
1 out of 1
–
–
5 out of 5
2 out of 3
4 out of 5
5 out of 5
2 out of 29
Notes :
1. Ms Janet Ang was not a Director as at 31.08.2014.
2. Mr Bahren Shaari was appointed as a member of the Remuneration Committee on 29.11.2013.
3. Mr Willie Cheng Jue Hiang resigned as a Director and a member of the Audit Committee, Remuneration Committee and Board Risk Committee on 29.11.2013.
4. Mr Quek See Tiat was appointed as a Director and a member of the Audit Committee and Board Risk Committee on 01.09.2013. Mr Quek was appointed as the
Chairman of the Board Risk Committee on 29.11.2013.
5. Mr Tan Chin Hwee was appointed as a Director and a member of the Audit Committee and Board Risk Committee on 01.03.2014.
6. Mr Tan Chin Hwee was not a member of the Executive Committee but was invited to attend a meeting on 20 June 2014.
7. Mr Sum Soon Lim was appointed as a member of the Audit Committee on 29.11.2013.
8. Mr Lucien Wong was appointed as a member of the Executive Committee on 01.09.2013.
9. Mr Lucien Wong stepped down as a member of the Board Risk Committee on 01.03.2014.
86
RISK
MANAGEMENT
Risk Management Programme
SPH has complied with the Risk Governance Guidelines for
Listed Boards in relation to the management of the company’s
risks and mitigation strategies and controls. The Board,
working through the Board Risk Committee (BRC), is overall
responsible for the governance of risk within the Group and
ensures that Management maintains a sound system of risk
management and internal controls to safeguard stakeholders’
interests and the company’s assets. In the process, the Board
determines the nature and extent of the significant risks
which the company is willing to take in achieving its strategic
objectives. The Board is also involved in setting and instilling
the right culture throughout the Company for effective
risk governance.
SPH advocates a continuous and iterative process for
enhancing risk awareness across the organisation through
an enterprise-wide risk management (ERM) framework
which is largely benchmarked against the AS/NZS ISO
31000:2009 Risk Management – Principles and Guidelines.
The framework provides the operating units and support
functions (Business Units) a consistent approach for risk
identification and institutes a common platform to discuss
and manage risks. Together with the various Business Units,
the Risk Management Department (RMD) identifies, manages
and reports the key risks faced by the company to the BRC,
which then updates the Board. RMD is also responsible for
ensuring that the risk management framework is effectively
implemented and that risk registers are maintained by the
respective Business Units.
All Business Units carry out a risk review on a regular basis,
especially in the context of exceptional events, to ensure that
risk registers are up-to-date and risk controls are enhanced and
kept current. RMD makes quarterly reports on the company’s
risk management activities which include operational,
financial, compliance, information technology management,
internal controls and risk management systems to the BRC.
SPH’s risk management philosophy is built on a culture where
risk exposures are mitigated by calibrating risks to acceptable
levels whilst achieving the organisation’s business plans and
goals. As part of the company’s efforts to ensure that risk
management practices are firmly established at all levels,
nominated risk coordinators from each Business Unit closely
monitor and promptly flag risk events. Risks are systematically
managed and reviewed at strategic, operational and project
levels. Wherever possible, SPH practises risk transfer by
purchasing relevant insurance policies such as Industrial
Special Risks, Media Industry Professional Indemnity, Public
Liability, Work Injury Compensation, Group Personal Accident
and Fidelity Guarantee policies. In pursuit of SPH’s risk
management philosophy, the following ERM principles apply:
• Risks can be managed, but cannot be totally eliminated.
• ERM is aligned with, and driven by, business values, goals
and objectives.
• Managers at each level must assume ownership of Risk
Management.
• Engagement of BRC on material matters relating to the
various types of risks and development of risk controls
and mitigation processes.
• Risk management processes are integrated with other
processes including budgeting, mid/long-term planning
and business development.
The key outputs of SPH’s Risk Management are:
• Defining a common understanding of risk classification
tolerance.
• Identifying key risks affecting business objectives and
strategic plans.
• Identifying and evaluating existing controls and
developing additional plans required to treat (mitigate,
reduce, transfer, etc) these risks.
• Implementing measures and processes to enable ongoing
monitoring and review of risk severity and treatment
effectiveness.
• Identifying changes to risks or emerging risks and
promptly bringing these to the attention of the Board
where appropriate.
The internal control framework of SPH is adequate. Where
weaknesses and shortcomings were noted, appropriate
actions were taken by the management to address them. All
business units and Internal Audit Division regularly review
the systems and processes to ensure the effectiveness of
the existing controls. In the past year, there has been no
significant change in SPH’s risk management environment.
The Risk Management Department monitors the control
environment and business processes to ensure that the
risk treatments continue to be aligned with SPH’s strategic
objectives. During the year, SPH adopted a forward-looking
review of risks for the purposes of normalisation of common
risks through a thematic approach. Each theme would be
led by a sponsor together with each business unit to review
the risks across the Group and to harmonise the treatments
and controls at enterprise level. The themes cover Cyber
Risks, Fraud Risks, Compliance and Regulatory Risks, Human
Capital, Workplace, Health and Safety Risks and Readership
and Circulation Risks.
The following sections outline the risk environment that may
impact the financial status and operational effectiveness of
SPH’s businesses and the approaches to managing these risks.
Economic and Business Risks
Adverse macroeconomic conditions, globally and locally, have
a significant impact on SPH’s principal business segments.
SPH actively manages its risk exposure on the economic
front by proactively streamlining its business processes and
adopting prudent fiscal controls.
A rapidly evolving multimedia landscape creates challenges
to SPH’s core business. In order to stay ahead of such
developments, SPH constantly assesses the risks affecting
its business and plans to harness available opportunities to
improve its existing products and services as well as creating
new ones in response to customer needs. In addition, SPH
has diversified into other business areas such as properties,
events and offering digital platforms to reduce its dependency
on print revenue.
Annual Report 2014
Operational Risks
As a large organisation with many functions and processes,
SPH faces the risk of business operations failing due to
human lapses.
SPH’s system of internal controls is designed and operated
to support the identification, evaluation and management of
risks affecting the group at all operational levels. This system
of internal controls focuses on the financial reporting process
and the preparation of consolidated accounts and extends
across all areas of operations. Operational risk management
is integrated into the daily operations of all Business Units.
These Business Units are assisted by RMD in the identification,
assessment, mitigation and monitoring of risks in their
operations.
Technology & Cyber Risks
In order to sustain the Group’s competitive edge in the media
industry amidst rapid technology changes, SPH’s Information
Technology Division plays a vital role by facilitating a
thorough understanding of evolving risks in technology and
cyber security. It also implements tight controls within the
corporate systems to address the threats. In this respect, the
Group’s Information Technology Acceptable Usage Policy is
prescribed to guide all staff on appropriate and acceptable
use of computing resources including computers, networks,
hardware, software, email, applications and data in order
to ensure the efficiency and integrity of these computing
resources. All systems containing personal data are regularly
reviewed to ensure that the security features are adequate for
safeguarding and preventing unauthorised use or disclosure
of any personal data that is in the Group’s possession.
Businesses around the world are increasingly concerned about
management of cyber risks, with news of how companies
cope with mounting financial and reputational costs. As part
of the on-going efforts to ensure effectiveness of the Group’s
Information Technology requirements, SPH has tightened
network and technology security policies and continued to
invest in cyber defences.
Regulatory/Compliance Risks
SPH’s newspaper business is subject to the annual renewal
of its printing licence and newspaper permit licence for each
newspaper, pursuant to the provisions of the ‘Newspaper
and Printing Presses Act’ (Chapter 206, Singapore Statutes).
Failure on its part to comply with the Act may subject SPH
to significant liabilities, such as fines, suspension, or the
revocation of the licence. In addition, SPH is also obligated
to comply with other statutory and regulatory requirements
such as the Singapore Exchange Listing Manual requirements,
the Companies Act, the Competition Act, and market practice
codes prescribed by the Media Development Authority
of Singapore.
In response to such statutory and regulatory requirements,
SPH has also implemented compliance frameworks that
include instructional tools and processes to monitor the level
of compliance and minimise any lapses.
SPH has put in place formal processes for Workplace Safety
and Health compliance to all office, warehouses, business
and public services. In accordance with the new Energy
Conservation Act, SPH will put in place controls at the main
printing plant, to reduce energy consumption over the next
five years using the energy consumption for 2013 as a
base-line.
87
The Group is committed to comply with the requirements
of the Personal Data Protection Act 2012 (PDPA) and has
installed a compliance framework containing policies and
practices to regulate the proper management of personal data
in the Group. The organisation has a process where consent
of individuals are obtained for use, collection and
distribution of their personal data. In addition, the Group’s
Privacy Policy Statement is published on its websites to
provide the general public with information about how it
collects, uses and discloses personal data in its business.
Newsprint Cost Risks
One of the main cost drivers in SPH business is newsprint
prices. The cyclical fluctuation of newsprint prices has
a substantial impact on newspaper publishing costs.
A significant spike in newsprint price or a reduction in the
availability of newsprint can result in higher production costs
and impact on its operating margins.
To mitigate against this, SPH adopts an appropriate newsprint
stocking policy, taking into consideration demand and supply
forecasts, which are reviewed periodically, and having a core
group of reliable and responsible suppliers.
Business Continuity Risks
Availability and safety of its printing facilities, editorial
functions and data centres are of paramount importance to
SPH as its readers rely on SPH to provide them with timely
and essential news via its suite of newspapers, online and
mobile news and other services.
SPH recognises the organisation’s exposure to internal and
external threats and seeks to increase the resilience of the
Group to potential business interruptions and to minimise the
impact of a crisis on business operations, people and assets.
The effective prevention and recovery for the organisation
will ensure that SPH continues to maintain its competitive
advantage and maximise value for its stakeholders.
Towards this end, SPH has a comprehensive Business
Continuity Planning programme (BCP) to minimise any
disruptions to its critical business activities and ensure that
the populace continues to be informed in the face of crisis.
Simulation exercises are conducted, on location, periodically.
Front-line staff, as well as operating and supporting Business
Units are involved to ensure operational preparedness.
The Group continues to scan for possible threats and establish
plans to enhance its BCP.
Fraud Risks
Every organisation faces some risk of fraud incidents from
within. SPH has a Code of Business Ethics and Employee
Conduct (Code of Conduct) which states that the company
does not tolerate any malpractice, impropriety, statutory
non-compliance or wrongdoing by staff in the course of
their work. The Code of Conduct covers areas such as
fraud, business and workplace behaviour, safeguarding of
assets, proprietary information and intellectual property.
Any breach of the Code of Conduct may result in
disciplinary action including dismissal or termination of
the employment contract. A WhistleBlower Policy is published
on the local network and internet (http://www.sph.com.sg/
corporate-governance whistleblowing-policy-procedure/)
for staff and public information with a hotline number
made available for complaints and any observations to
be raised.
88
ENVIRONMENTAL
RESPONSIBILITY
SPH is committed to being a good corporate citizen that cares for the environment
in which it operates in, and actively seeks to promote sustainable growth while
achieving business excellence.
SPH’s business operations comply with all applicable environmental, legal, health
and safety requirements. It works closely with the Workplace Safety and Health
Council, Singapore Civil Defence Force, Public Utilities Board, National Environment
Agency, Building and Construction Authority, Energy Market Authority and other
relevant authorities to ensure that it adopts the best practices for environment
sustainability.
SPH is also constantly looking for ways to reduce the negative impact on the
environment by lowering its carbon emissions and improving energy efficiency
in its daily operations. A Green Steering Committee is established to review
environmental objectives and shape the green culture in the Group.
CASE STUDY – SPH PRINT CENTRE WINS AT EENP AWARDS
SPH was recognised for its commitment and achievements
in energy conservation at the Energy Efficiency National
Partnership (EENP) Awards 2014 held at the Devan Nair
Institute for Employment and Employability. This is the first
time that SPH has won this award.
First launched in 2011, the EENP Awards is jointly
organised by the National Environment Agency, Energy
Market Authority and the Economic Development Board.
The EENP Awards aims to foster a culture of sustained
energy efficiency improvement in industry, especially
among the major energy consuming industries. The EENP
Awards also encourages companies to adopt a proactive
approach towards energy management by identifying and
sharing best practices.
Mr Wong Tat Choon, Assistant Vice-President at SPH’s
Production Division (Engineering), was named the
Outstanding Energy Manager of the Year, under the SME
category which he won for energy conservation work
carried out at the SPH Print Centre. This award recognises
outstanding Energy Managers (EMs) who have demonstrated
leadership in driving energy efficiency improvements and
promoting such initiatives within their organisations.
He received the award from the event’s Guest-of-Honour
Dr Vivian Balakrishnan, Minister for Environment and
Water Resources.
In his capacity as EM, Mr Wong has led the Print Centre
energy team in conducting energy audits, identifying
energy-saving measures and implementing energy
conservation projects since 2007. For example, his projects
to streamline the Print Centre’s Air Conditioning and
Mechanical Ventilation (ACMV) equipment and processes
and the introduction of energy-efficient LED lights and
industrial fans have cut the centre’s overall energy usage
by up to 14 per cent between 2007 till the first half of
2014. This translates to about six GWh per year or close to
$1 million annually in utilities savings for the same period.
Together with the SPH Green Committee comprising
representatives from different divisions, Mr Wong also
organised the SPH Green Day to raise staff awareness on
the importance of energy conservation through talks, a quiz
and a song-and-skit.
Annual Report 2014
Energy
The Production Division, which is based at SPH Print Centre,
is continuing with efforts this year to conserve energy and
to meet the new NEA Energy Act. It aims to reduce energy
consumption by 5 per cent over the next 5 years (using 2013
total energy consumption as a baseline). Various energy
efficiency works were carried out and the energy usage
reduction is projected to be about 9 per cent for 2014.
The Production Division has submitted its first Energy Annual
Report to NEA as required by the new Energy Act.
SPH registered to join the Energy Efficiency National
Partnership (EENP), a voluntary partnership programme
for companies that wish to be more energy efficient, and
participated in the EENP Awards. One of the Production
staff, Wong Tat Choon, Assistant Vice-President, Engineering,
received the Outstanding Energy Manager of the Year 2014
for his energy conservation work (see case study on page 88).
At News Centre and Media Centre, SPH carries out
environmental friendly practices to reduce energy wastage
and conserve energy.
High consumption lightings in the buildings are progressively
replaced by energy efficient ones such as LED and induction
lights. Duty staff also conduct daily checks to turn off the
office lighting after office hours.
The room temperature in the buildings are maintained
at a comfortable level, and the operating hours for airconditioning are reviewed regularly for optimal operating
efficiency. Old chillers are overhauled periodically so that the
performance of these chillers is at an optimum level.
Currently, a detailed energy audit is being conducted at
News Centre and Media Centre by a certified energy service
company to assess the feasibility of the energy-saving
measures for implementation as well as to recommend areas
for further energy improvement.
89
To date, the proposed energy-saving recommendations
arising from the preliminary energy audit:
1. Replacing some of the old chillers with more efficient
variable speed drive (VSD) chillers;
2. Replacing the old air handling units (AHU) to improve
energy efficiency;
3. Installing motion sensors at low usage area to reduce
operating hours and energy consumption.
SPH also meets up with its vendors regularly to be updated
on new technologies which can be implemented to assist in
reducing energy consumption.
The basement carpark area at SPH’s flagship shopping mall
Paragon is progressively fitted with carbon monoxide sensors
to control ventilation fan speed, thereby enhancing the
carpark air quality. The office tower toilets are also fitted
with motion sensors which automatically dim the lights to
about 50 per cent when they are not in use. All these will be
completed by end of 2014. By mid-2015, the old chillers will
also be replaced with energy efficient ones.
At The Clementi Mall, all carpark lights and void lights have
been replaced with energy-saving LED lights.
The Seletar Mall, a joint venture development by SPH and
United Engineers Limited, received a Gold in the BCA Green
Mark Award from the Building and Construction Authority
(BCA) in March this year for its best practices in green building
technologies (see case study on page 91).
SPH’s Information Technology Division recently implemented
a new IT corporate network which uses 50 per cent less
components, but offers superior performance and reliability
and consumes less energy.
It has also embarked on consolidating its data servers and
storages through virtualisation technology. To ensure the
optimal operations of its IT systems, it installed the latest,
90
ENVIRONMENTAL
RESPONSIBILITY
more efficient air-conditioning which uses ozone-friendly
refrigerants. It purchased Energy Star compliant PCs
and notebooks for staff use to replace older, less energyefficient ones.
From these recent measures, its utility bill has dropped more
than 30 per cent, resulting in savings of $180,000 annually.
Water
The Production Division proactively monitors and reviews
its water usage. Regular checks and maintenance on the
water supply network are carried out to ensure that there
are no water leakages. There are also periodic upgrading of
fittings and facilities to ensure efficient water usage, such as
installing sensor taps and automatic flush urinals, dual flush
systems for toilets and thimbles in taps.
The water storage tanks are cleaned annually. There are
proper security measures for the tanks, in compliance with
PUB water supply regulations.
At News Centre and Media Centre, regular maintenance
checks on the water supply installations are carried out
to ensure zero water wastage caused by faulty fittings or
damaged equipment. The meter readings of installations that
consume large quantities of water such as cooling towers
are recorded daily so that there are no undetected leaks
or obstructions in water tanks. Common amenities such as
toilets, pantries and garden taps have water efficient fittings
and are adjusted to PUB recommended flow rates to reduce
the overall water consumption in the buildings.
Other Green Efforts
SPH adheres to environmental recommendations made by
the relevant regulatory bodies and authorities:
a. All refrigerators in the pantry rooms are upgraded to
energy-efficient models with NEA energy labels.
b. Divisions and business units are encouraged to upgrade
to LCD TVs with NEA energy labels.
c. All copiers are energy efficient with Energy Star labels.
d. Use of environmentally friendly fertilisers, pest sprays and
soil treatment for landscaping at all three SPH premises.
e. Lush planting of flora and fauna on the News Centre’s roof
top garden reduces heat and save air-conditioning costs.
f. Auto dispensers for hand towels installed in all toilets help
to reduce wastage and save water.
g. Auto soap foam dispensers installed in all toilets help to
reduce wastage and save water.
h. Landscape irrigation system installed at the Media Centre’s
roof top garden result in cost savings from reduced water
consumption and number of gardeners needed to maintain
the garden.
Reuse and Recycle
SPH adopts a group-wide “Reuse and Recycle” philosophy,
where staff are reminded to use resources efficiently, save
energy, reduce waste and practice recycling.
a. Ongoing collection of furniture still in good condition for
reuse in other divisions and subsidiaries.
b. Ongoing collection and sale of disposed items such as PCs,
furniture and electrical items.
c. Ongoing collection and sale of empty drink cans.
d. Ongoing collection and sale of toner and fax cartridges.
e. Ongoing collection and sale of old carton boxes.
f. Ongoing collection and sales of printed waste, office scrap
and used hand towels.
g. All office waste and newspapers are sorted at the refuse
centres at all three locations. Those that have no recyclable
value will be disposed into the rubbish compactor. Those
with recyclable value will be placed at the Refuse Centre
for packing, bundling and weighing before collection by
the scrap contractor.
FY 2014 WASTE DISPOSAL (FOR MEDIA CENTRE AND PRINT CENTRE)
WASTE INK
SOLVENT,
DEVELOPER,
CHEMICAL
USED PLATES
REEL END
636,656 kg
27,770 kg
PRINTED WASTE
2,627,414 kg
WRAPPER
442,544 kg
34,590 kg
WHITE WASTE
386,216 kg
296,610 kg
TEST WASTE
529,226 kg
NEWSPAPER
WASTE
4,622,056 kg
Annual Report 2014
91
CASE STUDY – THE SELETAR MALL CLINCHES BCA GREEN MARK AWARD (GOLD)
The Seletar Mall, located at the junction of Sengkang West
Avenue and Fernvale Road, is a four-storey mall, with fivebasement levels (including three basement carparks).
Occupying a gross floor area of 284,000 sq ft and net
lettable area of 188,000 sq ft, it is over 90 per cent leased
and will provide shopping, entertainment and enrichment
choices for parents and children. The family-oriented
shopping mall is scheduled to open end 2014.
Energy Efficiency
The façade of the mall is mostly solid wall which helps
to reduce the area exposed to heat gain. The atrium
day lighting design maximises the use of sunlight while
reducing the need for artificial lighting during the day.
The mall has energy-efficient mechanical systems in place,
such as mechanical ventilation with carbon monoxide (CO)
sensors in carpark areas, energy-efficient air conditioning
system, presence-detection system in toilets and staircases
to lower lighting energy usage and variable speed escalators
to reduce speed automatically when there is no usage.
With these systems in place, the mall is expected to cut its
lighting power spending by 20 per cent, while maintaining
proper lighting level.
Water Efficiency
The Seletar Mall uses water-efficient fittings with a minimum
of three ticks certified under the Water Efficiency Labelling
Scheme. The mall provides private meters to monitor
the major water usage system, which allows for better
control of water utilisation as well as assessing possible
locations of leakage.
A rainwater harvesting tank is put in place to collect
rainwater for landscape irrigation. The use of the cooling
tower water treatment system reduces water consumption.
There is also pipe work to cater for the use of NEWater in
the building.
Environmental Protection
The mall promotes sustainable construction by using
approved environmentally friendly products such as
drainage cells, dry wall partitions, precast road kerbs and
recycled formwork.
The greenery along the perimeter of the development at
the first storey and the landscaping at the third and fourth
storeys provides a cool environment for shoppers. Waste
management and recycling initiatives are also in place.
The Seletar Mall is conveniently accessible via the Fernvale
LRT station and bus stops, thereby encouraging the use of
public transport. There are also 50 bicycle parking lots to
promote the use of bicycles.
Indoor Environment Quality
The Seletar Mall has UV emitters installed within the
premises for better indoor air quality and energy efficiency,
which will aid in preventing the spread of infectious
diseases in the mall.
Other Green Features
The Seletar Mall uses siphonic rainwater discharge system
at its roof. It also provides carpark guiding system at
its carparks.
The suburban mall also boasts several unique architectural
features. The retail planning of the mall is based on a wide
corridor organised around a voluminous atrium space.
The shopping floors recede from the second to the fourth
storeys in a terracing manner, creating an ambience of
spaciousness and allowing a clear view of activities at the
lower levels, and particularly, the main event space.
A large clerestory skylight perched above the atrium allows
natural light to enter the mall, thereby ensuring a cheerful
atmosphere throughout the day. Roof gardens outside the
food court and the Cineplex offer an outdoor experience
with views of lush landscape and greenery.
92
EMPLOYEE
RESPONSIBILITY
WORKPLACE SAFETY AND
HEALTH & FIRE SAFETY
Delivering Consistent Safety Achievements
SPH is committed to the safety and well-being of its staff. Over
the years, it has strived to make the workplace safer through
consistent safety innovation supported by comprehensive
risk management programmes. The company has continued
to outperform the National Manufacturing Accident
Frequency Rate (AFR) and Accident Severity Rate (ASR) over
the last 5 years.
SPH Accident Frequency Rate (AFR)
3.5
3.0
Manufacturing
2.5
AFR
2.0
All Industry
1.5
SPH
1.0
0.5
0
2006
2007
2008 2009
2010
2011 2012
2013 *2014
YEAR
SPH Accident Severity Rate (ASR)
160
140
Manufacturing
120
ASR
100
All Industry
80
60
SPH
40
20
0
2006
2007
2008
2009 2010
2011
2012 2013 *2014
YEAR
*
2014 data is computed from 1st January 2014 to 31st August 2014 only.
Keeping Pace with Safety Development
In the first half of 2014, the Ministry of Manpower strengthened
its Workplace Safety and Health (WSH) regulatory measures.
For workplace accident reporting, companies have to keep
track of staff who are not able to perform their duties for
more than three non-consecutive days. SPH also put in place
a Fall Prevention Plan (FPP) for all premises in compliance
with MOM’s Work at Heights Regulation 2013.
With the strong national emphasis to bolster workplace safety
and health, SPH will continue to enhance its internal safety
structures, processes and capabilities to keep up with the
regulatory requirements.
Enhanced Safety Structure
In May 2014, SPH established two new WSH Coordinator
posts, increasing its in-house Health and Safety Executive
(HSE) headcount to three. Working with the three WSH
committees (Coordination, Production and Office), this
enhanced safety structure allows the company to expand
its WSH programmes more effectively to the three centres.
Stationed at the two printing facilities at Media Centre and
Print Centre, the two WSH coordinators work with the line
managers where they conduct regular on-site WSH and
fire safety inspections, accident/incident investigations, and
safety promotion and education for staff at the two centres.
Fall Prevention Plans
In early 2014, a cross-functional project group was established
to develop the Fall Prevention Plan (FPP) for Print Centre.
After three months of research and several on-site visits,
the Print Centre FPP was endorsed by Head, Production on
1 May. The effort was expanded to Media Centre, where it
was subsequently endorsed on 8 August. As part of the FPP,
a Hazardous Work at Height (WAH) Permit-to-Work system
was established for all three centres with effect from 1 May.
To prepare staff for WAH appointments, a total of 172 staff
received their qualifications after attending WAH courses
conducted by certified training agencies.
Sustaining Fire Safety Efforts
Working hand-in-hand with Times Properties, the Security
and Safety Department conducted daily inspection of
firefighting equipment and facilities in the three centres.
Their feedback helped ensure all firefighting equipment are in
good serviceable condition. Regular fire drills are conducted
for the three centres to evaluate staff evacuation procedures
and functionality of the firefighting equipment.
The Company Emergency Response Team (CERT) for Media
Centre and Print Centre were audited by SCDF on 8 May and
8 September in 2014 and received their fourth and sixth
consecutive certifications respectively.
Annual Report 2014
93
WORKING HAND IN HAND WITH
INDUSTRY PARTNERS
VALUING
HUMAN CAPITAL
SPH’s sustainability strategy also applies to its products
and services. SPH is constantly looking at ways to innovate
and improve all its media products and services to ensure
that they continue to serve its customers and advertisers
effectively.
People
SPH values its employees as the key asset to organisational
success and it is its philosophy to develop each and every
employee to his or her maximum potential. It is committed
to attracting and recruiting talent, managing performance
through development to build a talent pipeline and creating
a corporate culture that embraces diversity and change.
For example, Berita Harian and Berita Minggu, The New Paper
and The Business Times were revamped to meet the changing
needs of readers and advertisers.
To stay ahead of the changing times, the Digital Division
(or SPH Digital) was set up. It offers a comprehensive suite
of news platforms and online media solutions to target
and engage readers and advertisers. Since its formation
in May this year, SPH Digital has taken up an active role in
the Interactive Advertising Bureau (IAB) as it ramps up its
leadership role in the rapidly developing digital arena in the
APAC region.
SPH embarked on a comprehensive review of its organisational
structure and revamped its corporate values - Excellence,
Customer Focus, Integrity, Teamwork and Embracing Change
(EXCITE) for better alignment to its business aspirations.
To achieve a more efficient and agile organisation, the number
of management layers is reduced to achieve a flatter structure.
The newsrooms have been reorganised to effectively deliver
news across both print and digital platforms. These changes
provide clarity in roles with clear alignment to corporate
values and objectives, and offer a challenging career for
employees.
94
EMPLOYEE
RESPONSIBILITY
Remuneration
SPH’s compensation policy and practices are designed to
attract, retain and motivate employees. To ensure that its
remuneration package stays relevant and competitive, the
company participates in yearly surveys for benchmarking.
induction, soft skills training, functional skills training,
journalism programmes and leadership development.
Employees are also sponsored to pursue Diploma, Bachelors
and Masters degree programmes and other certification
courses to upgrade their skills and qualification.
A flexible wage system is used to tie rewards directly to
the performance of individuals. This system also allows
adjustments to be made to the remuneration package in
response to changes in the economic and business conditions.
In line with the strategy to grow its business beyond print,
the variable bonus system is revised to link it directly with
the financial performance of the Group, beyond the
newspaper business.
As part of the personal development tool, a 360-degree
feedback system was implemented to allow employees to
solicit feedback from their colleagues.
For example, when SPH made a divestment gain from the
listing of SPH REIT, part of the gains were shared with
employees through a one-off special lump sum payout to
employees in January 2014.
SPH also continually reviews its benefits package to ensure
it is competitive and comprehensive. These benefits include
medical coverage, regular health screenings, dental benefits,
group term insurance coverage and various staff loans.
Performance Management
SPH employees undergo an annual performance review
where there is an open discussion on the employee’s
overall performance, detailing areas for improvement,
targets settings and future developmental needs. The
performance management system is competency-based,
aimed at providing greater objectivity and transparency
in assessing work performance. It also provides a platform
to improve work performance through continual learning
and development opportunities. Talent development and
succession planning strategies are tailored for employees
following the performance management process to ensure
that the company has the right talent to meet its current and
future operational needs.
To facilitate the performance management process,
SPH recently implemented an electronic performance
appraisal system to handle both the annual appraisal exercise
and probationary review. This made the appraisal process
more efficient for both the employee and supervisor.
Training and Development
Investment in the training and development of employees
gives SPH the competitive edge necessary for continued
growth and success. Through the training programmes
offered, employees can acquire new skills, expertise and
qualification. This investment contributes to improvements
in staff performance and productivity.
SPH has a comprehensive training and development plan
which is reviewed annually to ensure that training needs
of employees are met and changing business needs are
addressed. The training development programmes include
Health and Sustainability
As an employer of choice, SPH has developed a total
healthcare approach for its employees. In addition to
providing a comprehensive medical benefit scheme which
includes regular health screenings for employees, the SPH
Sports and Leisure Club organises a wide variety of activities
ranging from health talks, exercise and fitness programmes
and leisure activities to enable employees to maintain an
active lifestyle, learn new skills, acquire new knowledge and
meet new friends.
Employees can attend weekly exercise classes in kettle
bell training, piloxing and muay thai. To promote mental
and physical well being, lunchtime talks are organised with
professional speakers sharing on topics such as financial
management, stress management, medical issues and healthy
habits. A “Free Salad Day” was also introduced this year to
encourage employees to make healthy food choices.
Social and recreational activities such as “Up on the Roof”, a
monthly gathering held at the News Centre’s rooftop garden,
allows employees to relax and mingle with fellow colleagues
and senior management in an informal setting over food,
drinks and games. For the annual SPH Family Day, close to
7,400 staff and family members had a fun-filled day at the
S.E.A Aquarium and other Sentosa attractions.
To encourage employees to participate in sports and facilitate
camaraderie, Inter-Division Tournaments are organised for a
wide range of sports throughout the year. This will culminate
in the presentation of the SPH Championship trophy to the
division that accumulates the most points at the annual SPH
Annual Report 2014
Games Day. This year’s SPH Games Day ended on a high note
with more exciting competition and greater participation
from the employees.
Work Life Harmony
To encourage work-life balance, flexible work arrangements
have been widely practised to attract, motivate and retain
employees who may have left the workforce due to family
commitments. Flexible working hours, part-time work and
tele-commuting are some of the arrangements that have been
put in place. In 2014, around 2.5 per cent of employees are
on flexible work arrangements.
95
HR Statistics for SPH Group in FY 2014
Employee Profile
Permanent
Part Timers
Total
%
4,371
93.7%
93
2.0%
202
4.3%
4,666
100.0%
Gender
Total
%
Female
2,451
52.5%
Temp
Grand Total
Grooming Future Talent
SPH continues to invest in talent. University scholarships for
studies at both local and foreign universities are awarded
to successful applicants who wish to pursue a career in
journalism. SPH also gives out bond-free scholarships to
children of employees and news vendors.
Male
2,215
47.5%
Grand Total
4,666
100.0%
The SPH Foundation Lim Kim San Memorial Scholarships are
awarded to deserving students from modest backgrounds
to support their studies at local universities. This bond-free
scholarship is awarded to full time language and humanities
students.
A total of 31 SPH and SPH Foundation scholarships were
awarded in 2014.
SPH will continue to build up its leadership pipeline by
identifying high potential talent for key management
positions. It provides developmental opportunities through a
robust career development plan, job rotation across different
business functions and a coaching and mentoring programme
for them. The succession planning initiative also promotes
diversity in its leadership and gives equal opportunities to
all employees for leadership opportunities.
Employee Communication and Engagement
Regular townhall communication sessions are held by the
CEO and the senior management team, where employees
are kept updated on the latest company news and policy
changes. Such sessions are also webcasted live from News
Centre to Media Centre and Print Centre. Besides townhall
sessions, other communication channels include regular
division and department meetings, staff broadcasts, and
the monthly newsletter Presslines, which is produced by
Corporate Communications & CSR Division.
Employee Turnover
SPH recognises the importance of managing employee
turnover. It has adopted a number of retention strategies to
attract and retain valued employees. Besides reviewing and
providing a competitive remuneration package and benefits, it
has invested significantly in training and development, health
related employee welfare programmes, staff bonding events
and equipping leaders with the right leadership qualities.
Employee turnover in FY 2014 was 16 per cent, which is lower
than the national attrition rate.
Age Group
Total
%
<30 years
1,098
23.5%
30 - 40 yrs
1,441
30.9%
41 - 50 yrs
1,074
23.0%
>50 yrs
1,053
22.6%
Grand Total
4,666
100.0%
Ethnic Type
Total
%
3,350
71.8%
Chinese
Indian
354
7.6%
Malay
523
11.2%
Others
439
9.4%
4,666
100.0%
Total
%
Grand Total
Nationality Type
Singaporean
3,459
74.1%
Malaysian
686
14.7%
Others
521
11.2%
4,666
100.0%
Grand Total
No. of Leavers versus Headcount
No. of Leavers 1.9.2013 to 31.08.2014
No. of Employees as at 1.9.2013
Percentage of Leavers
Total
760
4,607
16%
96
CORPORATE SOCIAL
RESPONSIBILITY
SINGAPORE PRESS HOLDINGS
As a socially responsible corporate citizen, SPH actively engages all segments of
the community to give back to society. The growing diversity of programmes and
initiatives that SPH champions is not only a strong testament of its commitment
towards corporate citizenry, but also shows its ability to engage minds and enrich
lives through different activities and platforms. In conjunction with SPH’s 30th
anniversary celebrations this year, a range of activities was held throughout the year.
More information can be found in pages 42 to 44.
Arts
SPH believes strongly that arts is a common language for all
races, languages and religions. The annual SPH Gift of Music
series brings the arts to the masses and creates a vibrant arts
scene in Singapore. 2014 saw more than 20 free concerts
being staged at various parts of Singapore, including parks,
shopping malls, the Esplanade and the newly refurbished
Victoria Concert Hall. The audience were entertained with
a variety of music genres ranging from classical, pop, jazz,
rock to opera.
dining in complete darkness, in aid of visually impaired
servers from the Singapore Association of the Visually
Handicapped (SAVH). In August 2014, the SPH charity outing
was organised as part of SPH’s 30th anniversary celebrations
(see case study on page 97).
The SPH Red Apple Day, held together with the Singapore Red
Cross Society, encourages both SPH staff and members of the
public to donate blood. It was originally started in 2001 as
an annual event, but was made a biannual drive in 2011 to
help increase blood donations during festive seasons when
the blood bank runs low on blood supply.
SPH also supports the Boys’ Brigade Share-A-Gift programme
annually. Staff of SPH fulfilled more than 300 wishes and
gave close to $18,000 worth of contributions to six charitable
organisations serving children and elderly beneficiaries
last year. A year end party was also held at SPH News
Centre for about 100 beneficiaries from Ang Mo Kio Family
Service Centres, Care Corner Family Service Centre (Toa
Payoh) and Life Community Services Society (MightyKids,
Families & Community).
Charity
As part of its annual charity cheque presentation with SPH
Foundation, SPH donated $200,000 to 20 charities serving
the elderly at its adoption ceremony of Amazon Flooded
Forest at River Safari last year. The charities, recommended
by the National Council of Social Service, included Metta
Hospice Care, TRANS Family Service Centre (Bedok), Fei Yue
Family Service Centre (Choa Chu Kang) and Persatuan Pemudi
Islam Singapura (PPIS) Family Service Centre (West). Some of
the beneficiaries were invited to an excursion at River Safari.
SPH also gives monetary and in-kind donations to different
charitable organisations throughout the year. Staff are also
encouraged to be involved in the company’s corporate social
responsibility programmes. The SPH Staff Volunteers Club,
which comprises members from different departments in
SPH, held quarterly birthday celebrations for the elderly of
Care Corner Seniors Activity Centre (Toa Payoh). It brought
much cheer to the elderly through a series of activities
like games, paper cutting and karaoke. It also organised
Lunching in the Dark, where participants got to experience
SPH was a founding partner of the inaugural #GivingTuesdaySG
campaign last year. The campaign is part of a global movement
to encourage people to give on a designated day, and is
coordinated by the National Volunteer & Philanthropy Centre.
SPH launched Loose Change Day on 3 December and staff
volunteers collected contributions from fellow colleagues.
More than $6,500 was raised and channelled to the charities
under Community Chest, which provide essential social
services to underprivileged children and youth, needy elderly
and the disabled.
Besides giving as a Group, SPH’s products are also actively
involved in community and charity projects to help those in
need. The Straits Times School Pocket Money Fund (SPMF)
received its charity status in November 2011. SPMF was
started in 2000 as a community project by The Straits Times to
provide pocket money to children from low-income families
to help them through school. It has since helped more than
120,000 cases of needy children and youth.
Annual Report 2014
The annual ChildAid concert, co-organised by The Straits
Times and The Business Times, raised a record $2.035
million last year for its two youth-related beneficiaries,
The Straits Times School Pocket Money Fund and The Business
Times Budding Artists Fund. Held at the Marina Bay Sands in
December, more than 160 young performers sang, danced
and performed their hearts out for a good cause.
The Chinese Newspapers Division has been organising fund
raising events for the President’s Challenge since 2002.
A non-competitive Charity Fun Walk was held in September
with Guest-of-Honour President Tony Tan Keng Yam flagging
off the walk at Gardens by the Bay. Replicas of autistic savant
Stephen Wiltshire’s sketch of the Singapore cityscape were
also presented to donors who made generous contributions
to beneficiaries under the President’s Challenge.
The Business Times held its annual Charity Challenge in
March this year. The 39km cycling event raised $115,000 for
charities like Dover Park Hospice and SingHealth Transplant
TRUEfund.
Education
As part of its efforts to build an effective team of human
capital, SPH awarded seven outstanding young men and
women with the SPH Journalism Scholarships this year. SPH
also gave out 14 scholarships to the children of SPH staff
and newspaper vendors, in recognition of their contributions
to the company.
Nature and Conservation
The SPH Flea Market, a collaboration between SPH and
The Salvation Army, encourages staff to recycle usable
items while raising funds for charity at the same time.
The event raised more than $7,000 for the beneficiaries of
The Salvation Army.
SPH was a supporting partner of the Singapore Environment
Council’s School Green Awards (SGA). The ceremony was held
in November 2013 and more than 300 award submissions
were received from primary and secondary schools, as well as
schools for students with special needs and junior colleges.
The SGA is an environmental programme for all schools in
Singapore. Students review their school in teams and submit
results together with a report on their environmental efforts.
It also raises awareness within communities and organisations.
Sports
SPH aims to promote lifelong values such as character building,
discipline and teamwork through its support of various sports
events. Together with the Singapore Athletic Association,
SPH hosted the SPH Schools Relay Championships at the
Choa Chu Kang Stadium on 22 and 23 March. The competition
attracted more than 1,000 participants from 40 schools.
SPH also sponsored the second edition of the SPH National
Age Group Doubles Badminton Championships. Organised by
the Singapore Badminton Association, the competition held
last November at the Singapore Badminton Hall attracted
more than 300 participants.
CASE STUDY – SPH CHARITY OUTING
More than 50 SPH staff from ten business units and
subsidiaries brought 110 beneficiaries from their adopted
charities to the Singapore Gardens Festival at Gardens
by the Bay on 22 August. The SPH Charity Outing was
organised by the SPH Staff Volunteers Club and the
Corporate Communications and CSR division, as part of
SPH’s 30th anniversary celebrations.
It was to date, the largest charity activity involving several
of the charities adopted by different SPH business units and
subsidiaries. The 110 beneficiaries and caretakers, aged
four to 60, came from Child @Street 11, Club Rainbow,
Hope Centre, MINDS and Ramakrishna Mission Boys Home.
97
98
CORPORATE SOCIAL
RESPONSIBILITY
SINGAPORE PRESS HOLDINGS FOUNDATION
Singapore Press Holdings Foundation (SPH Foundation) was incorporated in 2003
with a seed funding of $20 million from SPH. A registered charity and an Institution
of Public Character, it has committed to build a community that embraces language
enrichment, creativity, diversity, healthy living and sports.
Arts
Since its launch in April 2011, the SPH Foundation Arts
Fund has supported many arts productions, giving the
underprivileged the opportunity to enjoy and appreciate
the arts. Tickets to these productions were purchased
for beneficiaries from charitable organisations like HELP
Family Service Centre, Dyslexia Association of Singapore
and YMCA Singapore.
SPH Foundation is also the Company Sponsor of the Singapore
Repertory Theatre’s The Little Company, which produces
quality plays for children up to 12 years old. The plays
feature professional full-time actors and serve as excellent
opportunities for family bonding while teaching the children
values such as caring and sharing.
Charity
SPH Foundation donated $200,000 to 20 charities serving
needy children and youths, as part of the annual SPH and SPH
Foundation charity cheque presentation at River Safari last
year. Charities that benefitted from the donations included
Association for Persons with Special Needs (APSN), Handicaps
Welfare Association (HWA), The Singapore Association
for the Deaf (SADeaf) and Singapore Association of the
Visually Handicapped (SAVH). SPH Foundation also donated
to other charitable organisations throughout the year.
Education
SPH Foundation gave out the Lim Kim San Memorial
Scholarships to ten deserving students from modest
backgrounds to fund their studies at local universities.
Since its inception, 63 bond-free scholarships have
been given out. The scholarships, originally awarded
to full-time language students, were extended to local
undergraduates reading humanities last year, to mark SPH
Foundation’s 10th anniversary.
SPH Foundation also contributed to the PCF Assist programme,
which was started by the PAP Community Foundation in 2011
to help needy students in the post secondary education
institutions with their schooling expenses.
The SPH Foundation “Media in Transition: Social & Economic
Impact” lecture was held at the SPH News Centre on
27 February. The guest speaker was Mr Fernando Samaniego,
the Chief Executive Officer of International New Media
Consulting. As a multicultural ‘intrapreneur’, he has worked
with organisations across the globe in all areas of the media,
including newspapers, magazines, television, radio, mobile,
Internet, news, classified, and portals. The Media in Transition
Lecture Series was started by SPH Foundation in 2007 to
focus on the media transition and its social and economic
impact.
For the third consecutive year, SPH Foundation was the
Presenting Sponsor of The Straits Times - MOE National
Current Affairs Quiz. The quiz is aimed to encourage postsecondary students to develop the habit of reading news
publications, as well as promote an interest in, and improve
their knowledge of, current affairs.
SPH Foundation was the sponsor of Shop For Your School,
a campaign that rewards best proposals by students to make a
difference to their school, peers or community. The campaign
was organised by Little Red Dot, a student publication by
The Straits Times. A total of 125 applications were received
from a range of primary schools, including some special
needs schools.
The seventh edition of VOX! (Visual, Originality, X-factor)
New Media workshop, sponsored by SPH Foundation and
co-organised by omy.sg and Ngee Ann Polytechnic, provided
secondary school students with an introduction to news
reporting and a taste of online news production.
SPH Foundation also sponsored a five-day workshop
organised by the Wee Kim Wee School of Communications
and Information. The workshop was designed to introduce
junior college students to Chinese language journalism on
multiple platforms including print, broadcast and new media.
Nature and Conservation
As part of its nature and conservation efforts, SPH Foundation
has extended its adoption of the Amazon Flooded Forest at the
River Safari. The exhibit was officially launched by Chairman
Annual Report 2014
Dr Lee Boon Yang last year as SPH Foundation’s anniversary
gift to Singapore. SPH Foundation also continued with its
sponsorship of Inuka the polar bear, the SPH Foundation
Conservation Centre at the Singapore Zoo and the High
Flyers Show at Jurong Bird Park.
SPH Foundation also sponsored the Special Projects to
Understand Nature (SUN) Club, a programme that brings
tailor-made nature appreciation projects to students with
special needs. More than 500 students benefitted from the
customised nature trips in 2013.
Sports
To promote an active lifestyle amongst primary school
students, SPH Foundation sponsored the third edition of
the SPH Foundation National Primary Schools Tchoukball
Championships. To cater to the increase in popularity of
the sport, a zonal competition was introduced for the first
time this year, with a total of 39 teams taking part in the
Senior Division (for Primary 6 students) segment. It was held
at Junyuan Primary School on 23 May. The Junior Division
(for Primary 4 and 5 students) segment will take place
in November.
99
SPH Foundation, together with the Singapore Disability
Sports Council (SDSC), hosted the fourth edition of the
SPH Foundation National Para-Swimming Championships on
10 May at Toa Payoh Swimming Complex. The championships
is aimed at creating opportunities for persons with disabilities
to swim at a competitive level. Over 100 para-athletes from
18 special schools, associations and clubs took part in this
one-day event. Outstanding swimmers were selected to
represent Singapore in prestigious competitions.
100
FINANCIAL
CONTENTS
Directors’ Report 101
Statement by Directors 106
Independent Auditors’ Report 107
Balance Sheets 109
Consolidated Income Statement 110
Consolidated Statement of Comprehensive Income 111
Consolidated Statement of Changes in Total Equity 112
Consolidated Statement of Cash Flows 114
Notes to the Financial Statements 116
Operating Companies of the Group 192
Overseas Bureaus 195
Properties of the Group 198
Options and Awards 199
Shareholding Statistics 200
Notice of Annual General Meeting 202
Proxy Form
Annual Report 2014
101
DIRECTORS’
REPORT
The Directors present their report to the members together with the audited financial statements of Singapore Press Holdings
Limited and its subsidiaries (the “Group”) for the financial year ended August 31, 2014 and the balance sheet of Singapore
Press Holdings Limited (the “Company”) as at August 31, 2014.
DIRECTORS
1.
The Directors of the Company in office at the date of this report* are:
Lee Boon Yang
Cham Tao Soon
Chan Heng Loon Alan
Bahren Shaari
Chong Siak Ching
Ng Ser Miang
Quek See Tiat
Sum Soon Lim
Tan Chin Hwee (appointed on March 1, 2014)
Tan Yen Yen
* Mr Willie Cheng Jue Hiang stepped down as a Director on November 29, 2013.
Ms Janet Ang Guat Har will be appointed as a Director on October 17, 2014.
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS
2.
Neither during nor at the end of the current financial year was the Company a party to any arrangement whose object
was to enable the Directors of the Company to acquire benefits through the acquisition of shares in, or debentures of,
the Company or any other body corporate, except as disclosed under ‘Share Options in the Company’ and ‘Performance
Shares in the Company’ in the Directors’ Report.
DIRECTORS’ INTERESTS IN SHARES
3.
The Directors holding office as at August 31, 2014 who had interests in shares and options in the Company and its
subsidiaries as recorded in the register of Directors’ shareholdings were as follows:
Direct Interests
Sept 1,
Aug 31,
Sept 21,
2013*
2014
2014
Deemed Interests
Sept 1,
Aug 31,
Sept 21,
2013*
2014
2014
The Company
Management Shares
Lee Boon Yang
Cham Tao Soon
Chan Heng Loon Alan
Bahren Shaari
Chong Siak Ching
Ng Ser Miang
Quek See Tiat
Sum Soon Lim
Tan Chin Hwee
Tan Yen Yen
4
4
8
4
4
4
4
4
4
4
4
4
4
8
4
4
4
4
4
4
4
4
4
4
8
4
4
4
4
4
4
4
4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
102
DIRECTORS’
REPORT
DIRECTORS’ INTERESTS IN SHARES (CONT’D)
Direct Interests
Aug 31,
2014
Sept 21,
2014
20,000
761,550
–
–
20,000
934,650
–
–
20,000
934,650
–
–
10,183
–
47,000
20,000
10,183
–
47,000
20,000
10,183
–
47,000
20,000
1,175,000
1,175,000
1,175,000
–
–
–
Sept 1,
2013*
Ordinary Shares
Cham Tao Soon
Chan Heng Loon Alan
Quek See Tiat
Options for Ordinary Shares
Chan Heng Loon Alan
Deemed Interests
Sept 1,
Aug 31,
Sept 21,
2013*
2014
2014
Conditional Award of Performance Shares**
Chan Heng Loon Alan
68,334# shares to be
vested in January 2014
Up to Up to Up to
91,400## –^^ –^^
–
–
–
Up to Up to Up to
232,500## –^^ –^^
–
–
–
Up to Up to Up to
106,801## 92,400## 92,400##
–
–
–
Up to Up to Up to
300,000## 300,000## 300,000##
–
–
–
Up to Up to Up to
76,800## 100,801## 100,801##
–
–
–
Up to Up to Up to
300,000## 300,000## 300,000##
–
–
–
Up to Up to Up to
##
##
38,399 76,800 76,800##
–
–
–
–
Up to Up to
300,000## 300,000##
–
–
–
–
Up to Up to
38,399## 38,399##
–
–
–
Annual Report 2014
103
DIRECTORS’
REPORT
DIRECTORS’ INTERESTS IN SHARES (CONT’D)
Sept 1,
2013*
Direct Interests
Aug 31,
2014
Deemed Interests
Sept 1,
Aug 31,
Sept 21,
2013*
2014
2014
Sept 21,
2014
Subsidiary
SPH REIT
Units
Lee Boon Yang
Chan Heng Loon Alan
300,000
–
300,000
–
300,000
–
–
200,000
–
200,000
–
200,000
* Or date of appointment, if later.
** Represents performance shares granted from FY 2010 to FY 2014.
#
The number of shares represents the shares required if awarded at 100% of the grant.
##
The shares awarded at the vesting date could range from 0% to 150% depending on the level of achievement against the pre-set performance conditions.
^^ During the financial year, 173,100 shares were vested and awarded to Mr Chan Heng Loon Alan.
Detailed information regarding Directors’ shareholdings can be obtained in accordance with Sections 164(8) and (9)
of the Companies Act, Chapter 50.
DIRECTORS’ CONTRACTUAL BENEFITS
4.
Since the end of the previous 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 the Directors’ Report and
financial statements.
SHARE OPTIONS IN THE COMPANY
Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”)
5.
(a)The 1999 Scheme was approved by shareholders at an Extraordinary General Meeting held on July 16, 1999
and is administered by the Remuneration Committee (“the Committee”). At another Extraordinary General
Meeting held on December 5, 2006, the shareholders approved the adoption of the SPH Performance Share
Plan and the 1999 Scheme was terminated with regard to the grant of further options. Options granted and
outstanding prior to the termination will continue to be valid and be subject to the terms and conditions of
the 1999 Scheme.
(b)Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.
(c)The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to
December 5, 2006 is 103,090,950 options to subscribe for ordinary shares.
6.
The unissued ordinary shares of the Company under option at the end of the current financial year pursuant to the
1999 Scheme are set out in Note 4 to the financial statements.
104
DIRECTORS’
REPORT
PERFORMANCE SHARES IN THE COMPANY
SPH Performance Share Plan (“the Plan”)
7.
8.
(a)The Plan of the Company was approved by shareholders at an Extraordinary General Meeting held on December
5, 2006 and is administered by the Committee.
(b)
Persons eligible to participate in the Plan are selected Group Employees of such rank and service period as
the Committee may determine, and other participants selected by the Committee.
(c)
Awards initially granted under the Plan are conditional and will be principally performance-based with
performance conditions to be set over a multi-year performance period. Performance conditions are intended
to be based on medium- to longer-term corporate objectives and include both market and non-market
conditions. Market conditions include Absolute Total Shareholder Return versus cost of equity and Relative
Total Shareholder Return against ST All-Share Index. Non-market conditions include Newspaper Business Free
Cash Flow, market competitiveness, quality of returns including sales, efficiency, productivity and profit, and
business and productivity growth.
(d)
The Plan contemplates the award of fully-priced shares, their equivalent cash value or combinations thereof, free
of charge, provided that certain prescribed performance conditions are met and upon expiry of the prescribed
vesting periods.
(e)
Senior management are required to hold a minimum number of shares under the share ownership guideline
which requires them to maintain a beneficial ownership stake in the Company, thus further aligning their
interests with shareholders.
During the financial year, 1,954,145 performance shares were granted subject to the terms and conditions of the Plan
as follows:
Category
Executive Director
Employee
1
2
No. of Performance
Shares Granted
No. of Persons
1
182
280,0001
1,674,1452
183
1,954,145
80,000 granted with non-market conditions, and 200,000 granted with both market and non-market conditions.
1,080,645 granted with non-market conditions, and 593,500 granted with both market and non-market conditions.
The aggregate number of performance shares granted since the commencement of the Plan on December 5, 2006 to
August 31, 2014 is 17,125,795 performance shares.
The above number of shares represents the shares required if participants are awarded at 100% of the grant. However,
the shares awarded at the vesting date could range from 0% to 150%, depending on the level of achievement against
the pre-set performance conditions.
Annual Report 2014
105
DIRECTORS’
REPORT
AUDIT COMMITTEE
9.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, Chapter 50,
and the Listing Manual of the Singapore Exchange Securities Trading Limited.
Its functions include reviewing the audit plans and audit reports of the internal and external auditors, the auditors’
evaluation of the internal accounting controls, and the scope of the internal audit function; reviewing the balance
sheet of the Company and financial statements of the Group before submitting them to the Board for approval;
reviewing any interested person transaction; reviewing the independence, objectivity and cost effectiveness of the
external auditors and the nature and extent of non-audit services supplied by them; reviewing the assistance given
by the Company’s Management to the internal and external auditors; and overseeing any internal investigation into
cases of fraud and irregularities.
It also recommends to the Board the appointment of external auditors, serves as a channel of communications between
the Board and the auditors, and performs such other functions as may be agreed by the Audit Committee and the
Board.
AUDITORS
10.
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
On behalf of the Directors
Lee Boon Yang
Chairman
Singapore,
October 15, 2014
Chan Heng Loon Alan
Director
106
STATEMENT
BY DIRECTORS
In the opinion of the Directors,
(a)
the balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended
August 31, 2014, as set out on pages 109 to 191, are drawn up so as to give a true and fair view of:
(i)
the results of the business, changes in equity and cash flows of the Group;
(ii)
the state of affairs of the Group and of the Company; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.
On behalf of the Directors
Lee Boon Yang
Chairman
Singapore,
October 15, 2014
Chan Heng Loon Alan
Director
Annual Report 2014
107
INDEPENDENT
AUDITORS’ REPORT
to the members of Singapore Press Holdings Limited
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Singapore Press Holdings Limited (the Company) and its subsidiaries
(the Group), which comprise the balance sheets of the Group and the Company as at August 31, 2014, the income statement,
statement of comprehensive income, statement of changes in total equity and statement of cash flows of the Group for the
year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages
109 to 191.
Management’s responsibility for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards, and for
devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
108
INDEPENDENT
AUDITORS’ REPORT
to the members of Singapore Press Holdings Limited
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn
up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of
the state of affairs of the Group and of the Company as at August 31, 2014 and the results, changes in equity and cash flows
of the Group for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore,
October 15, 2014
Annual Report 2014
109
BALANCE SHEETS
as at August 31, 2014
Note
CAPITAL EMPLOYED
Share capital
Treasury shares
Reserves
Retained profits
Group
Aug 31, Aug 31, 2014
2013
S$'000
S$'000
Company
Aug 31, Aug 31,
2014
2013
S$'000
S$'000
522,809
(3,046)
526,409
2,640,923
522,114
(6,269)
428,706
2,591,929
Shareholders’ interests
3,687,095
709,088
3,536,480
679,226
1,194,025
–
973,619
–
Total equity
4,396,183
4,215,706
1,194,025
973,619
285,562
3,860,451
–
78,353
6,688
3,672
603,266
173,152
331,778
3,672,565
–
55,857
6,391
2,987
482,050
171,357
166,318
–
411,805
31,160
–
232,238
42,998
34,219
200,744
–
411,805
31,160
–
231,231
54,098
36,230
5,011,144
4,722,985
918,738
965,268
23,947
144,443
1,028,026
899
–
442,937
23,890
147,774
981,531
273
31,503
465,398
22,215
1,566,378
207,536
3
–
189,271
22,489
949,023
579,936
–
–
75,362
1,640,252
1,650,369
1,985,403
1,626,810
6,651,396
6,373,354
2,904,141
2,592,078
34,875
46,901
879,107
8,757
34,026
41,318
1,738,222
1,352
–
25,308
–
–
–
29,776
828,921
372
969,640
1,814,918
25,308
859,069
298,046
60,502
926,369
656
268,969
69,613
2,721
1,427
819,334
35,689
829,482
303
717,387
42,003
–
–
1,285,573
342,730
1,684,808
759,390
Total liabilities
2,255,213
2,157,648
1,710,116
1,618,459
Net assets
4,396,183
4,215,706
1,194,025
973,619
EMPLOYMENT OF CAPITAL
Non-current assets
Investments in subsidiaries
Investments in associates
Investments in jointly-controlled entities
Long-term investments
Intangible assets
Current assets
Inventories
Short-term investments
Derivative financial instruments
Asset classified as held for sale
4
4
5
8
9
10
11
12
16(a)
13
14
15
16(b)
17
18
19
20(a)
Total assets
Non-current liabilities
Deferred income tax liabilities
Borrowings
Current liabilities
Current income tax liabilities
Borrowings
21(a)
6(a)
7
18
21(b)
7
18
The accompanying notes form an integral part of these financial statements.
522,809
(3,046)
59,884
614,378
522,114
(6,269)
72,953
384,821
110
CONSOLIDATED
INCOME STATEMENT
Group
Note
Operating revenue
Newspaper and Magazine
Property
Others
2014
S$'000
2013
S$'000
931,686
204,985
78,513
991,220
198,139
50,093
1,215,184
15,891
1,239,452
18,240
1,231,075
1,257,692
23
Other operating income
(199,394)
(374,519)
(64,899)
(54,332)
(153,902)
(35,066)
(208,222)
(349,643)
(63,285)
(58,117)
(177,212)
(31,925)
348,963
109,076
48,215
(30,726)
52,863
369,288
111,407
13,971
(5,567)
–
528,391
(57,655)
489,099
(54,797)
470,736
434,302
Attributable to:
Shareholders of the Company
404,286
66,450
430,954
3,348
470,736
434,302
0.25
0.25
0.27
0.27
Materials, production and distribution costs
Staff costs
Premises costs
Depreciation
Other operating expenses
Finance costs
Operating profit #
Taxation
Earnings per share (S$)
Basic
Diluted
#
This represents the recurring earnings of the media, property and other businesses.
24
8
25
26
27
6(b)
29
Annual Report 2014
111
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Note
Group
2014
S$'000
470,736
2013
S$'000
434,302
Other comprehensive income, net of tax
Items that may be re-classified subsequently to profit or loss
Cash flow hedges
- net fair value changes
- transferred to income statement
Net fair value changes on available-for-sale financial assets
- net fair value changes
- transferred to income statement
Currency translation difference
- arising from consolidation of financial statements of foreign subsidiaries,
associates and jointly-controlled entities
(14,317)
6,597
1,008
4,137
109,211
(5,353)
85,906
11,349
(1,823)
2,642
5(d)
94,315
105,042
Total comprehensive income
565,051
539,344
Attributable to:
Shareholders of the Company
501,206
63,845
536,064
3,280
565,051
539,344
112
CONSOLIDATED STATEMENT OF
CHANGES IN TOTAL EQUITY
Note
Share
Capital
S$’000
522,114
Balance as at September 1, 2013
–
Total comprehensive income for the year
Treasury
Shares
S$’000
(6,269)
–
Capital
Reserve
S$’000
(13,858)
–
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
Share-based compensation
Issue of shares
Reversal of listing expenses of a subsidiary
Treasury shares re-issued
Share buy-back – held as treasury shares
Lapse of share options
Dividends
5(b)
4 and 5(b)
5(a)
4 and 5(b)
4
5(b)
28
Changes in ownership interests in subsidiaries
without a change in control
Acquisition of additional interests in subsidiaries
Dilution of interests in a subsidiary
–
695
–
–
–
–
–
–
–
–
–
–
7,225
(4,002)
–
–
–
–
Balance as at August 31, 2014
522,809
(3,046)
Balance as at September 1, 2012
502,992
(2,190)
Total comprehensive income for the year
Reclassification of capital reserve
–
–
–
–
–
–
3,183
–
–
–
–
–
–
(10,675)
2,005
–
(2,005)
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
Issue of shares
Capitalisation of listing expenses of a subsidiary
Treasury shares re-issued
Share buy-back – held as treasury shares
Dividends
Changes in ownership interests in subsidiaries
without a change in control
Acquisition of additional interests in subsidiaries
Capital contribution by non-controlling interests
Balance as at August 31, 2013
5(b)
4 and 5(b)
5(a)
4 and 5(b)
4
5(b)
28
–
19,122
–
–
–
–
–
–
–
522,114
–
–
–
8,235
(12,314)
–
–
–
–
(6,269)
–
–
(13,858)
–
–
–
–
–
–
(13,858)
Annual Report 2014
113
Attributable to Shareholders of the Company
Share-based
Compensation
Reserve
S$’000
Hedging
Reserve
S$’000
Fair
Value
Reserve
S$’000
Currency
Translation
Reserve
S$’000
Retained
Profits
S$’000
343
21,544
(1,289)
421,966
–
(5,097)
103,858
5,011
(85)
–
(6,548)
–
(778)
–
–
–
(1,841)
Total
S$’000
Noncontrolling
Interests
S$’000
Total
Equity
S$’000
2,591,929
3,536,480
679,226
4,215,706
404,286
501,206
63,845
565,051
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(420)
–
778
(355,444)
5,011
610
3,183
257
(4,002)
–
(355,444)
–
–
589
–
–
–
(34,528)
5,011
610
3,772
257
(4,002)
–
(389,972)
–
–
–
–
–
–
67
(273)
67
(273)
(317)
273
(250)
–
19,144
(6,386)
525,824
(1,498)
2,640,923
3,687,095
709,088
4,396,183
24,409
(6,434)
324,711
(2,367)
2,837,034
3,680,160
73,016
3,753,176
5,145
–
97,255
–
2,710
–
430,954
2,005
536,064
–
3,280
–
539,344
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(373)
–
441
(678,230)
6,795
17,367
(13,858)
398
(12,314)
–
(678,230)
–
–
(6,262)
–
–
–
(12)
6,795
17,367
(20,120)
398
(12,314)
–
(678,242)
–
–
–
–
–
–
98
–
98
–
(4,298)
613,502
(4,200)
613,502
421,966
343
2,591,929
3,536,480
–
–
6,795
(1,755)
–
(7,464)
–
(441)
–
–
–
21,544
(1,289)
679,226
4,215,706
114
CONSOLIDATED
STATEMENT OF CASH FLOWS
Group
Note
2014
S$'000
2013
S$'000
528,391
489,099
54,332
9,798
618
(109,076)
30,726
–
(7)
(388)
(52,863)
(48,215)
9,614
–
–
35,066
–
4,976
3,079
58,117
(1,499)
(395)
(111,407)
5,567
4,582
–
–
–
(13,971)
8,089
11,816
3,786
31,925
3,900
6,766
2,480
466,051
498,855
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation
Impairment/(Write-back of impairment) of property, plant and equipment
Net loss/(profit) on disposal of property, plant and equipment
Gain on disposal of an associate
Amortisation of intangible assets
Impairment of goodwill
Impairment of intangible assets
Finance costs
Reversal of fair value gain on loans from non-controlling interests
Share-based compensation expense
Other non-cash items
Operating cash flow before working capital changes
Changes in operating assets and liabilities, net of effects from
acquisition and disposal of subsidiaries and business:
Inventories
Trade and other receivables, current
Trade and other payables, current
Trade and other receivables, non-current
Trade and other payables, non-current
Income tax paid
Dividends paid
Dividends paid (net) by subsidiaries to non-controlling interests
Net cash from/(used in) operating activities
(57)
2,777
1,391
(685)
849
(498)
3,189
37,242
(20,953)
(392)
1,073
1,003
469,828
(65,925)
(355,444)
(34,528)
520,017
(75,628)
(678,230)
(12)
13,931
(233,853)
115
Annual Report 2014
CONSOLIDATED
STATEMENT OF CASH FLOWS
Group
Note
2014
S$'000
2013
S$'000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from disposal of property, plant and equipment
Additions to investment properties
Acquisition of a subsidiary (net of cash acquired)
Acquisition of additional interest in subsidiaries
Acquisition of businesses by subsidiaries
Acquisition of interests in associates
Dividends received from associates
Proceeds from capital distributions of associates
Proceeds from disposal of associates
Proceeds from partial divestment of interest in a jointly-controlled entity
Additional consideration paid on interest in a jointly-controlled entity
Decrease in amounts owing by associates/jointly-controlled entities
Increase/(Decrease) in amounts owing to jointly-controlled entities
Purchase of long-term investments
Proceeds from disposal of long-term investments
Purchase of short-term investments
Proceeds from redemption/disposal of short-term investments
Dividends received
Interest received
Other investment income
20(b)
20(c)
Net cash used in investing activities
(18,924)
–
228
(66,247)
–
(200)
(10,531)
(21,275)
2,873
92
31,903
16,856
–
1,063
21,000
(48,583)
13,605
(772,333)
751,991
33,284
8,169
643
(25,939)
(4)
1,077
(41,051)
(49,815)
(4,200)
(2,369)
(1,810)
1,958
6,000
–
–
(14,080)
742
(10,205)
(10,474)
132
(914,249)
335,279
25,213
5,290
(303)
(56,386)
(698,808)
62,427
(800)
(351)
(37,890)
610
869,547
(300,498)
(61,710)
(31,129)
17,367
–
(4,002)
544,337
(12,314)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank loans (net of transaction costs)
Repayment of bank loans
Repayment of loans from non-controlling interests
Interest paid
Proceeds from issuance of shares by the Company
Proceeds from issuance of units by a subsidiary
to non-controlling interests (net of transaction costs)
Share buy-back
Net cash from financing activities
19,994
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
20(a)
1,025,600
(22,461)
465,398
92,939
372,459
442,937
465,398
116
NOTES TO THE
FINANCIAL STATEMENTS
August 31, 2014
These notes form an integral part of and should be read in conjunction with the financial statements.
1.
GENERAL INFORMATION
The Company is incorporated and domiciled in Singapore. The address of its registered office is 1000 Toa Payoh North,
News Centre, Singapore 318994.
The Company is listed on the Singapore Exchange Securities Trading Limited.
The principal activities of the Group consist of:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
publishing, printing and distributing newspapers,
publishing and distributing magazines,
providing multimedia content and services,
holding investments,
holding, managing and developing properties,
providing outdoor advertising services,
providing radio broadcasting services,
providing online classified services,
organising events, exhibitions, conventions and conferences,
publishing and distributing books,
providing online investor relations services, and
developing applications and operating a financial portal.
The principal activities of the Company consist of:
(a)
(b)
(c)
(d)
(e)
(f)
2.
SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards
(“FRS”) under the historical cost convention except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to exercise its judgement
in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
The Group has adopted the new or revised FRS and Interpretations to FRS (“INT FRS”) that became effective in
the current financial year.
publishing, printing and distributing newspapers,
distributing magazines and books,
providing multimedia content and services,
holding shares in subsidiaries,
holding investments, and
providing management services to subsidiaries.
Annual Report 2014
117
NOTES TO THE
August 31, 2014
2.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a)
Basis of preparation (cont’d)
The key change to FRS adopted by the Group is as follows:
FRS 113 Fair Value Measurement
FRS 113 establishes a single framework for measuring fair value and making disclosures about fair value
measurements, when such measurements are required or permitted by other FRSs. In particular, it unifies
the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a
liability would take place between market participants at the measurement date. It also replaces and
expands the disclosure requirements about the fair value measurements in other FRSs, including FRS
107 Financial Instruments: Disclosures.
From September 1, 2013, in accordance with the transitional provisions of FRS 113, the Group has
applied the new fair value measurement guidance prospectively, and has not provided any comparative
information for new disclosures. Notwithstanding the above, the change had no significant impact on
the measurements of the Group’s assets and liabilities. The additional disclosure necessary as a result
of the adoption of this standard has been included in Note 31.
The adoption of other new or revised FRS and INT FRS has not resulted in any substantial changes to the Group’s
accounting policies nor has any significant impact on these financial statements.
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements, and have been applied consistently by Group entities.
(b)
Group accounting
(i)
Subsidiaries
Consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiaries made up to the end of the financial year.
Subsidiaries are entities over which the Group has power to govern the financial and operating policies,
generally accompanied by a shareholding of more than one half of the voting rights. Subsidiaries are
consolidated from the date on which control is transferred to the Group. They are de-consolidated from
the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on
transactions between group entities are eliminated. Unrealised losses are also eliminated but are
considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of net results of operations and of net assets of a subsidiary
attributable to interests which are not owned directly or indirectly by the Company. They are shown
separately in the consolidated income statement, statement of comprehensive income, statement
of changes in total equity and balance sheet. Total comprehensive income is attributed to the noncontrolling interests based on their respective interests in a subsidiary, even if this results in the noncontrolling interests having a deficit balance.
118
NOTES TO THE
August 31, 2014
2.
(b)
Group accounting (cont’d)
(i)
Subsidiaries (cont’d)
Acquisitions
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets
transferred, the liabilities incurred and the equity interests issued by the Group. The consideration
transferred also includes the fair value of any contingent consideration arrangement and the fair value
of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree
at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of
the acquiree’s net identifiable assets.
Please refer to Note 2(l)(i) for the accounting policy on goodwill arising from business combination.
Disposals
When the Group ceases to have control, the assets and liabilities of the subsidiary including any goodwill
are derecognised. Any amounts previously recognised in other comprehensive income in respect of that
entity are transferred to the income statement or transferred directly to retained earnings if required
by a specific standard.
Any retained interest in the entity is remeasured at fair value. The difference between the carrying
amount of the retained interest at the date when control is lost and its fair value is recognised in the
income statement.
Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the
subsidiary are accounted for as transactions with shareholders of the company. Any difference between
the change in the carrying amounts of the non-controlling interest and the fair value of the consideration
paid or received is recognised in retained profits within equity attributable to the shareholders of the
company.
Annual Report 2014
119
NOTES TO THE
August 31, 2014
2.
(b)
Group accounting (cont’d)
(ii)
Associates/Jointly-controlled entities
Associates are entities over which the Group has significant influence, but not control, and generally
accompanied by a shareholding giving rise to between and including 20% and 50% of voting rights.
Where the voting rights are less than 20%, the presumption that the entity is not an associate is overcome
if the Group has significant influence including representation on the board of directors or participation
in policy-making process of the investee.
Jointly-controlled entities are entities over which the Group has contractual arrangements to jointly
share the control over the economic activity of the entities with one or more parties.
The Group’s investments in associates/jointly-controlled entities are accounted for in the consolidated
financial statements using the equity method of accounting less impairment losses. Investments in
associates/jointly-controlled entities are initially recognised at cost. The cost of an acquisition is
measured at the fair value of the assets given, equity instruments issued or liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition.
In applying the equity method of accounting, the Group’s share of the post-acquisition results of
associates/jointly-controlled entities is included in its consolidated income statement. The Group’s share
of the post-acquisition other comprehensive income is recognised in other comprehensive income. These
post-acquisition movements and distributions received from the associates/jointly-controlled entities
are adjusted against the carrying amount of the investments in the consolidated balance sheet. When
the Group’s share of losses in an associate/a jointly-controlled entity equals or exceeds its interest in
the associate/jointly-controlled entity, including any unsecured non-current receivables, the Group does
not recognise further losses, unless it has obligations or has made payments on behalf of the associate/
jointly-controlled entity.
Adjustments are made to the financial statements of associates/jointly-controlled entities, where
necessary, to ensure consistency of accounting policies with those of the Group.
Unrealised gains on transactions between the Group and its associates/jointly-controlled entities
are eliminated to the extent of the Group’s investments in the associates/jointly-controlled entities.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred.
The investment in the associate/jointly-controlled entity is derecognised when the Group ceases to
have significant influence or joint control respectively. Any amounts previously recognised in other
comprehensive income in respect of that entity are transferred to the income statement. Any retained
interest in the entity is remeasured at its fair value. The difference between the carrying amount of
the retained interest at the date when significant influence or joint control is lost and its fair value is
recognised in the income statement.
If the ownership interest in an associate/jointly-controlled entity is reduced but significant influence
or joint control is retained, only a proportionate share of the amounts previously recognised in other
comprehensive income are transferred to income statement where appropriate. Gains or losses arising
from such transactions are recognised in the income statement.
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2.
(c)
Currency translation
(i)
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“functional currency”). The financial
statements are presented in Singapore Dollars (“presentation currency”), which is also the Company’s
functional currency. All financial information presented in Singapore Dollars have been rounded to the
nearest thousand, unless otherwise stated.
(ii)
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into
the functional currency using the exchange rates prevailing at the dates of the transactions. Currency
translation gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance
sheet date are taken to the income statement.
Currency translation differences on non-monetary items which are equity investments held at fair
value through profit or loss are reported as part of the fair value gain or loss in the income statement.
Currency translation differences on non-monetary items which are equity investments classified as
available-for-sale financial assets are included in other comprehensive income.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange
rates at the date when the fair values are determined.
(iii)
Translation of Group entities’ financial statements
The results and financial position of all the Group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
•
Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;
•
Income and expenses are translated at average exchange rates; and
•
All resulting exchange differences are taken to other comprehensive income and transferred to
the income statement upon the disposal of the foreign operation as part of the gain or loss on
disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after September
1, 2005 are treated as assets and liabilities of the foreign entity and translated at the closing rates at
the date of balance sheet. For acquisitions prior to September 1, 2005, the exchange rates at the dates
of acquisition are used.
Annual Report 2014
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2.
(d)
Impairment of non-financial assets
(i)
Goodwill
Goodwill recognised separately as an intangible asset is tested annually for impairment, as well as when
there is any indication that the goodwill may be impaired. Goodwill included in the carrying amount of
an investment in an associate/jointly-controlled entity is tested for impairment as part of the investment,
rather than separately, where there is objective evidence that the investment may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cashgenerating-units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of the CGU, including the goodwill, exceeds
the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU’s fair value
less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated
to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each
asset in the CGU.
An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent
period.
(ii)
Other intangible assets
Investments in subsidiaries, associates and jointly-controlled entities
Other intangible assets, property, plant and equipment and investments in subsidiaries, associates
and jointly-controlled entities are tested for impairment whenever there is any objective evidence or
indication that these assets may be impaired.
For the purpose of impairment testing, recoverable amount (i.e. the higher of the fair value less cost
to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate
cash inflows that are largely independent of those from other assets. If this is the case, the recoverable
amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment
loss in the income statement.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change
in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided
that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in
prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income
statement.
122
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2.
(e)
(i)
Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried at cost less
accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant
and equipment initially recognised includes its purchase price and any cost that is directly attributable
to bringing the asset to the location and condition necessary for it to be capable of operating in the
manner intended by management.
(ii)
Depreciation
Depreciation is calculated using the straight-line method to allocate the depreciable amounts over the
expected useful lives of the assets. The estimated useful lives for this purpose are:
Leasehold land and buildings
Plant and equipment
Furniture and fittings
Motor vehicles
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are
recognised in the income statement when the changes arise.
No depreciation is charged on capital work-in-progress.
(iii)
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. All
other repair and maintenance expenses are recognised in the income statement when incurred.
30-50 years
1-20 years
1-10 years
3-10 years
(iv)
Disposal
On disposal of an item of property, plant and equipment, the difference between the net disposal
proceeds and its carrying amount is taken to the income statement.
(f)
Investment properties comprise retail, office and residential buildings that are held for long-term rental yields.
Investment properties are initially recognised at cost and subsequently measured at fair value. Any gains or
losses arising from the changes in their fair values are taken to the income statement.
The cost of an investment property includes capitalisation of borrowing costs [Note 2(g)] for the purchase,
renovation and extension of the investment property while these activities are in progress. For this purpose,
the interest rates applied to funds provided for the development are based on the actual interest rates payable
on the borrowings for such development.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major
renovations and improvements is capitalised and the carrying amounts of the replaced components are
written-off to the income statement. The cost of maintenance, repairs and minor improvements is charged to
the income statement when incurred.
Annual Report 2014
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2.
(f)
Investment properties (cont’d)
Properties that are being constructed or developed for future use as investment properties are classified as
investment properties.
Where the fair value of the investment property under construction or development cannot be reliably measured,
the property is measured at cost until the earlier of the date the construction is completed or the date at which
fair value becomes reliably measurable.
On disposal of an investment property, the difference between the net disposal proceeds and its carrying
amount is taken to the income statement.
(g)
Borrowing costs
Borrowing costs are recognised in the income statement using the effective interest method except for those
costs that are directly attributable to borrowings acquired specifically for the construction or development of
properties. This includes those costs on borrowings acquired specially for the construction or development of
properties and assets under construction, as well as those in relation to general borrowings used to finance
the construction or development of properties and assets under construction.
The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit
less any investment income on temporary investment of these borrowings, are capitalised in the cost of the
property under development [Note 2(f)].
(h)
Investments in subsidiaries, associates and jointly-controlled entities
Investments in subsidiaries, associates and jointly-controlled entities are included in the Company’s balance
sheet at cost less accumulated impairment losses. On disposal of these investments, the difference between
disposal proceeds and the carrying amounts of the investments is recognised in the income statement.
(i)
Financial assets
(i)
Classification
The Group classifies its financial assets in the following categories: at fair value through profit or
loss, loans and receivables, held-to-maturity, and available-for-sale. The classification depends on the
nature of the assets and the purpose for which the assets were acquired. Management determines the
classification of its financial assets on initial recognition.
•
Financial assets at fair value through profit or loss
This category has two sub-categories: financial assets held for trading, and those designated at
fair value through profit or loss at inception. A financial asset is classified as held for trading if it
is acquired principally for the purpose of selling in the short term. Financial assets designated as
fair value through profit or loss at inception are those that are managed and their performances
are evaluated on a fair value basis, in accordance with a documented Group investment strategy.
Derivatives are also categorised as held for trading unless they are designated as hedges. Assets
in this category are presented as current assets if they are either held for trading or are expected
to be realised within 12 months after the balance sheet date. Financial assets designated at fair
value through profit or loss comprise securities that otherwise would have been classified as
available-for-sale.
124
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2.
(i)
Financial assets (cont’d)
(i)
Classification (cont’d)
•
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are presented as current assets, except for those
expected to be realised later than 12 months after the balance sheet date which are presented
as non-current assets. Loans and receivables comprise bank balances and fixed deposits and
trade and other receivables.
•
Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable
payments and fixed maturities for which the Group has the positive intention and ability to hold
to maturity. The Group has no held-to-maturity financial assets at balance sheet date.
•
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category
or not classified in any of the other categories. They are presented as non-current assets unless
the investment matures or management intends to dispose of the assets within 12 months after
the balance sheet date. Available-for-sale financial assets comprise debt and equity securities.
(ii)
Recognition and derecognition
Purchases and sales of financial assets are recognised on trade-date – the date on which the Group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash
flows from the financial assets have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between
the net sale proceeds and its carrying amount is recognised in the income statement. Any amount in
the fair value reserve relating to that asset is also transferred to the income statement.
Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and
only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis
or to realise the asset and settle the liability simultaneously.
(iii)
Initial measurement
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at
fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets
at fair value through profit or loss are recognised immediately in the income statement.
Annual Report 2014
125
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2.
(i)
(iv)
Subsequent measurement
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently
carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective
interest method less accumulated impairment losses.
Gains and losses arising from changes in the fair values of financial assets at fair value through profit
or loss, including the effects of currency translation, interest and dividends, are recognised in the
income statement in the period in which they arise. Changes in the fair value of monetary assets
denominated in foreign currencies and classified as available-for-sale are analysed into currency
translation differences resulting from changes in the amortised cost of the asset and other changes.
The currency translation differences are recognised in the income statement and other changes are
recognised in other comprehensive income. Changes in fair values of non-monetary assets that are
classified as available-for-sale are recognised in other comprehensive income, together with the related
currency translation differences.
Interest income on available-for-sale financial assets, calculated using the effective interest method, is
recognised in the income statement. Dividends on available-for-sale equity securities are recognised in
the income statement when the Group’s right to receive payment is established. When financial assets
classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised
in the fair value reserve within equity are included in the income statement.
(v)
Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial
asset or a group of financial assets is impaired and recognises an allowance for impairment when such
evidence exists.
•
Loans and receivables
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency in payments are objective evidence that
these financial assets are impaired. The carrying amount of these assets is reduced through
the use of an impairment allowance account which is calculated as the difference between the
carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate. The amount of the allowance for impairment is recognised in the income
statement. When the asset becomes uncollectible, it is written-off against the allowance account.
Subsequent recoveries of amounts previously written-off are recognised in the income statement.
The allowance for impairment loss account is reduced through the income statement in a
subsequent period when the amount of impairment loss decreases and the related decrease can
be objectively measured. The carrying amount of the asset previously impaired is increased to
the extent that the new carrying amount does not exceed the amortised cost, had no impairment
been recognised in prior periods.
126
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2.
(i)
(v)
Impairment (cont’d)
•
In the case of an equity security classified as available-for-sale, in addition to the objective
evidence of impairment described in loans and receivables, a significant or prolonged decline
in the fair value of the security below its cost is objective evidence that the security is impaired.
When there is objective evidence that an available-for-sale financial asset is impaired, the
cumulative loss that has been recognised directly in the fair value reserve is transferred from
the fair value reserve within equity and recognised in the income statement. The cumulative
loss is measured as the difference between the acquisition cost (net of any principal repayments
and amortisation) and the current fair value, less any impairment loss on that financial asset
previously recognised in income statement.
Impairment loss on debt instruments classified as available-for-sale financial assets is reversed
through the income statement. However, impairment losses with respect to equity instruments
classified as available-for-sale financial assets are not reversed through the income statement.
(j)
Fair value estimation of financial assets and liabilities
The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter
securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market
prices used for financial assets are the current bid prices; the appropriate quoted market prices for financial
liabilities are the current asking prices.
The fair values of financial instruments that are not traded in an active market are determined by using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions
existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar
instruments are used. Valuation techniques, such as discounted cash flow analysis, are also used to determine
the fair values of the financial instruments.
The fair values of currency forwards are determined using actively quoted forward exchange rates. The fair
values of interest rate swaps are calculated as the present value of the estimated future cash flows discounted
at actively quoted interest rates. The fair values of cross currency swaps are calculated as the present value
of the estimated future cash flows discounted at actively quoted interest and forward exchange rates.
Annual Report 2014
127
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2.
(k)
Derivative financial instruments and hedging activities
Derivative financial instruments are used to manage exposure to foreign exchange and interest rate risks arising
from operating, financing and investing activities. Derivative financial instruments taken up directly by the
Group are not used for trading purposes.
A derivative financial instrument is initially recognised at its fair value on the date the derivative contract is
entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss
depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item
being hedged.
The Group designates its derivatives for hedging purposes as either hedges of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge), or hedges of highly probable forecast transactions
(cash flow hedge). The Group has no fair value hedge at balance sheet date.
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategies for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of
whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
values or cash flows of the hedged items.
The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if
the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability if
the remaining expected life of the hedged item is less than 12 months. The fair value of a trading derivative
is presented as a current asset or liability.
(i)
Cash flow hedge
The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to
interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates
on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional
principal amounts, thus allowing the Group to raise borrowings at floating rates and swap them into
fixed rates.
The fair value changes on the effective portion of these interest rate swaps are recognised in other
comprehensive income and transferred to the income statement in the periods when the interest expense
on the borrowings is recognised in the income statement. The gain or loss relating to the ineffective
portion is recognised immediately in the income statement.
(ii)
Derivatives that do not qualify for hedge accounting
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are
recognised immediately in the income statement.
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2.
(l)
Intangible assets
(i)
Goodwill arising from business combination
Goodwill arising from business combination on or after September 1, 2009, is the excess of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisitiondate fair value of any previous equity interest in the acquiree over the fair value of the identifiable
net assets and contingent liabilities acquired. If this is less than the fair value of the net assets of the
subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in income
statement.
Goodwill arising from business combination prior to September 1, 2009 and on acquisition of associates
and jointly-controlled entities represents the difference between the fair value of the consideration
transferred and the fair value of the Group’s share of identifiable net assets acquired at the date of
acquisition.
Goodwill arising from business combination is recognised separately as intangible assets and carried
at cost less accumulated impairment losses.
Goodwill on acquisition of associates and jointly-controlled entities is recorded as part of the carrying
value of the investments in the consolidated balance sheet.
The gains and losses on the disposal of subsidiaries, associates and jointly-controlled entities include
the carrying amount of goodwill relating to the entity sold.
(ii)
Technology, trademarks, licences, mastheads and others
Technology, trademarks, licences, mastheads and other intangible assets acquired as part of business
combinations are initially recognised at their fair values at the acquisition date and are subsequently
carried at cost (i.e. the fair values on initial recognition) less accumulated amortisation and accumulated
impairment losses. The fair value of patents and trademarks acquired in a business combination is based
on the discounted estimated royalty payments that are expected to be avoided as a result of the patent
and trademark being owned, or the multi-period excess earnings method, whereby the subject asset is
valued after deducting a fair return on all other assets that are part of creating the related cash flows.
The fair value of customer relationships acquired in a business combination is determined using the
multi-period excess earnings method.
Technology and licenses acquired separately are initially recognised at cost and subsequently carried
at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised
to the income statement using the straight-line method over 2 to 20 years, which is the shorter of their
estimated useful lives and periods of contractual rights.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed
at least at each balance sheet date. The effects of any revision are recognised in the income statement
when the changes arise.
Annual Report 2014
129
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August 31, 2014
2.
(m)Inventories
Inventories comprise raw materials and consumable stores, and are stated at the lower of cost and net realisable
value.
The cost of raw materials and consumable stores includes transport and handling costs, and any other directly
attributable costs, and is determined on the weighted average basis. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated variable selling expenses.
(n)Borrowings
Borrowings are initially recognised at fair value (net of transaction costs incurred) and subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken
to the income statement over the period of the borrowings using the effective interest method.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement
for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
(o)
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end
of financial year which are unpaid. They are classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current
liabilities.
Trade and other payables are initially carried at fair value, and subsequently carried at amortised cost using
the effective interest method.
(p)
Dividends payable
Interim dividends are recorded during the financial year in which they are declared payable. Final dividends
are recorded during the financial year in which the dividends are approved by the shareholders.
(q)
Employee benefits
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
(i)
Short-term employee benefits
All short-term employee benefits, including accumulated compensated absences, are recognised in the
income statement in the period in which the employees rendered their services to the Group.
(ii)
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities such as Singapore’s Central Provident Fund on a mandatory,
contractual or voluntary basis. The Group has no further payment obligations once the contributions
have been paid. The Group’s contributions to defined contribution plans are recognised in the financial
year when they are due.
130
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2.
(q)
Employee benefits (cont’d)
(iii)
•
Share options
The share option scheme allows selected employees of the Company and/or its subsidiaries,
including the Executive Director of the Company, and other selected participants, to subscribe
for ordinary shares in the Company at an agreed exercise price.
The fair value of the options granted is recognised as a share-based compensation expense in
the income statement with a corresponding increase in the share-based compensation reserve
over the vesting period. The fair value is measured at grant date and recognised over the vesting
period during which the employees become unconditionally entitled to the options.
When the options are exercised, the proceeds received (net of any directly attributable transaction
costs) and the balance previously recognised in the share-based compensation reserve are
credited to share capital when new ordinary shares are issued, or to the treasury share account
within equity when treasury shares purchased are re-issued to the employees.
•
Performance shares
Persons eligible to participate in the SPH Performance Share Plan (“the Plan”) are selected Group
Employees of such rank and service period as the Remuneration Committee (“the Committee”)
may determine, and other participants selected by the Committee.
The Plan contemplates the award of fully-paid ordinary shares, their equivalent cash value or
combinations thereof, free of charge, provided that certain prescribed performance conditions
are met and upon expiry of the prescribed vesting periods.
The fair value of the performance shares granted is recognised as a share-based compensation
expense in the income statement with a corresponding increase in the share-based compensation
reserve over the vesting period.
The amount is determined by reference to the fair value of the performance shares on grant date.
If the performance condition is a market condition, the probability of the performance condition
being met is taken into account in estimating the fair value of the ordinary shares granted at
the grant date. The compensation cost shall be charged to the income statement on a basis that
fairly reflects the manner in which the benefits will accrue to the employee under the Plan over
the prescribed vesting periods from date of grant. No adjustments to the amounts charged to
the income statement are made whether or not the market condition is met.
For performance share grants with non-market conditions, the Company revises its estimates
of the number of share grants expected to vest and corresponding adjustments are made to the
income statement and share-based compensation reserve. The Company assesses this change
at the end of each financial reporting period.
Annual Report 2014
131
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2.
(r)Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is more likely than not that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount can be made.
(s)
Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be paid to (or recovered
from) the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by
the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, except when the deferred income tax arises
from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred income tax is measured:
(i)
at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date; and
(ii)
based on the tax consequence that will follow from the manner in which the Group expects, at the
balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
Deferred income tax liabilities are recognised on temporary differences arising on investments in subsidiaries,
associates and jointly-controlled entities, except where the Group is able to control the timing of the reversal
of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.
Current and deferred taxes are recognised as income or expense in the income statement, except to the extent
that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred
tax arising from a business combination is adjusted against the related goodwill.
(t)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering
of services in the ordinary course of the Group’s activities. Revenue is presented, net of goods and services
tax, rebates, discounts and returns, and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when
it is probable that the collectability of the related receivables is reasonably assured and when the specific
criteria for each of the Group’s activities are met as follows:
(i)
Revenue from the sale of the Group’s products is recognised on completion of delivery;
(ii)
Revenue from advertisements is recognised in the period in which the advertisement is published or
broadcasted;
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2.
(t)
Revenue recognition (cont’d)
(iii)
Revenue from rental and rental-related services is recognised on a straight-line basis over the lease
term. Lease incentives granted are recognised as an integral part of the total rental income;
(iv)
Revenue from the provision of other services is recognised in the period in which the services are
rendered;
(v)
Dividend income is recognised when the right to receive payment is established; and
(vi)
Interest income is recognised using the effective interest method.
(u)
Operating leases
When a group company is the lessee:
Leases where substantially all of the risks and rewards incidental to ownership are retained by the lessors
are classified as operating leases. Payments made under operating leases are recognised as expenses in the
income statement on a straight-line basis over the period of the lease. Contingent rents are recognised as an
expense in the income statement when incurred.
When a group company is the lessor:
Leases where the Group retains substantially all risks and rewards incidental to ownership are classified as
operating leases. Assets leased out under operating leases are included in investment properties. Rental
income from operating leases is recognised in the income statement on a straight-line basis over the lease
term. Lease incentives granted are recognised as an integral part of the total rental income, over the term of
the lease. Contingent rents are recognised as income in the income statement when earned.
(v)
Share capital and treasury shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against the share capital account.
The consideration paid for treasury shares, including any directly attributable incremental costs, is presented
as a component within shareholders’ equity until the shares are cancelled, re-issued or disposed of. Where such
shares are subsequently re-issued or disposed of, any consideration received, net of any directly attributable
incremental transaction costs, is included in shareholders’ equity. Realised gain or loss on disposal or re-issue
of treasury shares is included in retained profits of the Company.
When treasury shares are subsequently cancelled, the cost of the treasury shares is deducted against the share
capital account, if the shares are purchased out of capital of the Company, or against the retained profits of the
Company, if the shares are purchased out of profits of the Company.
(w)
Segment reporting
Segmental information are reported in a manner consistent with the internal reporting provided to the Chief
Executive Officer of the Company who conducts a regular review for allocation of resources and assessment
of performance of the operating segments.
(x)
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include
cash on hand and deposits with financial institutions which are subject to an insignificant risk of change in
value.
Annual Report 2014
133
NOTES TO THE
August 31, 2014
3.
CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
The preparation of financial statements in conformity with FRS requires management to make estimates, assumptions
and judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income
and expenses.
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions
to accounting estimates are recognised in the period in which the estimates are revised and in any future periods
affected.
Information about assumptions and estimation uncertainties that have significant effect on the amounts recognised
are as follows:
•
Fair value estimation
The fair value of financial instruments that are not traded in an active market is determined by using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions
existing at each balance sheet date. Methods used include estimating with reference to recent arm’s length
transactions, discounted cash flow projections and the underlying net asset value of the investee companies.
The fair value of investment properties is based on independent professional valuations using valuation
techniques and assumptions.
•
Recoverable value of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation
of the value-in-use of the cash-generating units to which goodwill is allocated. Estimating the value-in-use
requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and
also to choose an appropriate discount rate in order to calculate the present value of those cash flows. Forecasts
of future cash flows are based on the Group’s estimates using sector and industry trends, general market and
economic conditions, changes in technology and other available information. Information about the assumptions
and their risk factors relating to goodwill impairment are discussed in Note 14(a).
Information about critical judgements in applying accounting policies that have significant effect on the amounts
recognised in the financial statements is as follows:
•
Impairment of available-for-sale financial assets
The Group follows the guidance of FRS 39 in determining when an investment is considered impaired. The Group
evaluates the duration and extent to which the fair value of an investment is less than its cost in its assessment of
impairment allowances. Under exceptional circumstances, the Group may apply judgement based on qualitative
facts such as the financial health of and near-term business outlook of the issuer of the instrument, changes in
technology and operational and financing cash flow.
134
NOTES TO THE
August 31, 2014
4.
SHARE CAPITAL AND TREASURY SHARES
Number
of Shares
’000
Issued and fully paid, with no par value
Management shares
Ordinary shares
Treasury shares
Movements during the financial year:
Beginning of financial year
Issue of ordinary shares fully paid under
the Singapore Press Holdings Group
(1999) Share Option Scheme
Issue of management shares fully paid in
accordance with the Newspaper and
Printing Presses Act
Purchase of treasury shares
Treasury shares re-issued for the
fulfilment of share awards vested under
SPH Performance Share Plan
End of financial year
Group and Company
2014
Number
Amount
of Shares
S$’000
’000
2013
Amount
S$’000
16,362
1,600,649
1,617,011
(765)
7,109
515,700
522,809
(3,046)
16,360
1,600,486
1,616,846
(1,585)
7,102
515,012
522,114
(6,269)
1,616,246
519,763
1,615,261
515,845
1,615,261
515,845
1,612,000
500,802
163
688
4,265
18,934
2
1,615,426
(1,000)
7
516,540
(4,002)
43
1,616,308
(3,100)
188
519,924
(12,314)
1,820
7,225
2,053
8,235
1,616,246
519,763
1,615,261
515,845
The holders of both management and ordinary shares rank pari passu in respect of all dividends declared by the
Company and in respect of all bonus and rights issues made by the Company, as well as in the right to return of capital
and to participate in all surplus assets of the Company in liquidation.
In terms of voting rights, both classes of shareholders are entitled either on a poll or by a show of hands to one vote
for each share, except that on any resolution relating to the appointment or dismissal of a director or any member
of the staff of the Company, the holders of management shares are entitled either on a poll or by a show of hands to
two hundred votes for each management share held.
(a)
Treasury shares
The Company acquired 1,000,000 (2013: 3,100,000) of its own shares through purchases on the Singapore
Exchange during the current financial year. The total amount paid to acquire the shares was S$4.0 million (2013:
S$12.3 million). The shares, held as treasury shares, were included as deduction against shareholders’ equity.
The Company re-issued 1,819,918 (2013: 2,053,578) treasury shares during the financial year for the fulfilment
of share awards vested under the SPH Performance Share Plan at a total value of S$7.2 million (2013: S$8.2
million).
Annual Report 2014
135
NOTES TO THE
August 31, 2014
4.
SHARE CAPITAL AND TREASURY SHARES (CONT’D)
(b)
Share options
At the Extraordinary General Meeting held on December 5, 2006, the shareholders approved the adoption of
the SPH Performance Share Plan (“the Plan”) and the Singapore Press Holdings Group (1999) Share Option
Scheme (“1999 Scheme”) was terminated with regard to the grant of further options. Options granted and
outstanding prior to such termination will continue to be valid and be subject to the terms and conditions of
the 1999 Scheme.
Movements in the number of the unissued shares of the Company under option during the financial year and
their exercise prices are as follows:
Singapore Press Holdings Group (1999) Share Option Scheme (“1999 Scheme”)
2014
Grant
Date
Expiry
Date
16.12.03
21.12.04
16.12.05
16.12.13
21.12.14
16.12.15
Exercise
Price (S$)
3.69
4.54
4.30
Balance
01.09.13
Options
Exercised
Options
Lapsed
Balance
31.08.14
767,175
10,410,775
9,722,700
(163,500)
–
–
(603,675)
(538,475)
(477,275)
–
9,872,300
9,245,425
20,900,650
(163,500)
(1,619,425)
19,117,725
2013
Grant
Date
Expiry
Date
28.10.02
16.12.03
21.12.04
16.12.05
28.10.12
16.12.13
21.12.14
16.12.15
Exercise
Price (S$)
3.91
3.69
4.54
4.30
Balance
01.09.12
Options
Exercised
Options
Lapsed
Balance
31.08.13
2,268,325
2,315,300
10,809,625
12,308,125
(592,725)
(1,521,775)
–
(2,150,225)
(1,675,600)
(26,350)
(398,850)
(435,200)
–
767,175
10,410,775
9,722,700
27,701,375
(4,264,725)
(2,536,000)
20,900,650
All the outstanding options as at the balance sheet date were exercisable. Options exercised in 2014 resulted
in 163,500 shares (2013: 4,264,725) being issued at an average price of S$3.69 (2013: S$4.03) each.
136
NOTES TO THE
August 31, 2014
4.
(c)
Performance shares
During the financial year, 1,954,145 (2013: 2,086,980) performance shares were granted subject to the terms
and conditions of the Plan.
Movements in the number of performance shares outstanding during the financial year are summarised below:
2014
Grant
Date
12.01.10
12.01.11
12.01.12
11.01.13
13.01.14
Outstanding
as at
01.09.13
(’000)
541
1,699
1,997
2,047
–
Adjusted*
(’000)
–
(268)
(121)
–
–
Granted
(’000)
–
–
–
–
1,954
Vested
(’000)
Outstanding
as at
Lapsed
31.08.14
(’000)
(’000)
(535)
(930)
(355)
–
–
(6)
(28)
(51)
(90)
(41)
–
473
1,470
1,957
1,913
2013
Grant
Date
12.01.09
12.01.10
12.01.11
12.01.12
11.01.13
Outstanding
as at
01.09.12
(’000)
526
1,909
2,000
2,035
–
Adjusted*
(’000)
–
(317)
254
–
–
Granted
(’000)
–
–
–
–
2,087
Vested
(’000)
Lapsed
(’000)
(519)
(1,025)
(509)
–
–
(7)
(26)
(46)
(38)
(40)
Outstanding
as at
31.08.13
(’000)
–
541
1,699
1,997
2,047
*Adjusted at end of the performance period based on the level of achievement of pre-set performance conditions.
The shares awarded at the vesting date could range from 0% to 150% of the grant, depending on the level of
achievement against the pre-set performance conditions.
Annual Report 2014
137
NOTES TO THE
August 31, 2014
4.
(c)
Performance shares (cont’d)
The fair value of the performance shares is determined at grant date using the Monte Carlo simulation model.
The number of performance shares granted during the financial year, their fair values and the assumption
inputs used are as follows:
2014
Number
Vesting
of
Date Shares
Grant
Date
(’000)
13.01.14(a)
13.01.14(a)
13.01.14(b)
13.01.14(a)
13.01.16
13.01.17
13.01.17
13.01.18
387
387
793
387
Fair
Value
per
Share
S$
3.58
3.38
3.49
3.18
Expected
Volatility*
FTSE ST
All Share
Index
SPH
(%)
(%)
12.94
12.94
12.94
12.94
Correlation
between
SPH Share
Share
Price and
FTSE ST Price at
Expected Risk-free
Grant
All Share
Dividend Interest
Date
Index^
Yield
Rate
NA
NA
14.89
NA
%
%
6.00
6.00
6.00
6.00
0.33
0.44
0.44
0.87
S$
NA
NA
0.58
NA
4.03
4.03
4.03
4.03
2013
Number
Vesting
of
Date Shares
Grant
Date
(’000)
11.01.13
11.01.13(a)
11.01.13(b)
11.01.13(a)
(a)
10.01.15
10.01.16
10.01.16
10.01.17
413
413
847
414
Fair
Value
per
Share
S$
3.67
3.47
3.45
3.28
Expected
Volatility*
FTSE ST
All Share
Index
SPH
(%)
(%)
13.59
13.59
13.59
13.59
Correlation
between
SPH Share
Share
Price and
FTSE ST Price at
Expected Risk-free
Grant
All Share
Dividend
Interest
Date
Index^
Yield
Rate
NA
NA
15.51
NA
%
%
6.00
6.00
6.00
6.00
0.25
0.27
0.27
0.30
S$
NA
NA
0.61
NA
4.12
4.12
4.12
4.12
*
^
(a)
Derived based on 36 months of historical volatility prior to grant date.
Derived based on 36 months of historical correlation of returns prior to grant date.
Granted with non-market conditions.
(b)
Granted with both market and non-market conditions.
NA Not applicable
For non-market conditions, achievement factors have been estimated based on management inputs for the
purpose of accrual for the performance shares until the achievement of the performance conditions can be
accurately ascertained.
During the current financial year, the Group recognised S$5.0 million (2013: S$6.8 million) of share-based
compensation expense in respect of performance shares based on the fair values determined on grant date
and estimation of the share grants that will ultimately vest.
138
NOTES TO THE
August 31, 2014
5.RESERVES
Group
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
(10,675)
19,144
(6,386)
525,824
(1,498)
(13,858)
21,544
(1,289)
421,966
343
–
19,098
(251)
41,037
–
–
21,544
(309)
51,718
–
526,409
428,706
59,884
72,953
Non-distributable
Capital reserve [Note 5(a)]
Share-based compensation reserve [Note 5(b)]
Hedging reserve [Note 5(c)]
Fair value reserve [Note 5(d)]
Currency translation reserve
(a)
Capital reserve
Capital reserve relates to capitalised listing expenses incurred in relation to the listing of a subsidiary on the
Main Board of Singapore Exchange Securities Trading Limited.
(b)
Share-based compensation reserve
Group
(c)
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
Share-based compensation expense [Note 24]
charged to a jointly-controlled entity
Exercise of share options
Award of performance shares
21,544
4,976
24,409
6,766
21,544
4,930
24,409
6,766
35
(85)
(778)
(6,548)
29
(1,755)
(441)
(7,464)
35
(85)
(778)
(6,548)
29
(1,755)
(441)
(7,464)
19,144
21,544
19,098
21,544
Hedging reserve
Group
Company
2014
S$’000
2013
S$’000
(1,289)
(6,434)
(309)
(556)
Fair value changes
Deferred tax on fair value changes [Note 6(a)]
(9,937)
80
1,416
(408)
(470)
80
(136)
23
(9,857)
1,008
(390)
(113)
4,852
(92)
4,984
(847)
540
(92)
434
(74)
4,760
4,137
448
360
(6,386)
(1,289)
(251)
(309)
Transferred to finance costs
Deferred tax on transfer [Note 6(a)]
2014
S$’000
2013
S$’000
139
Annual Report 2014
NOTES TO THE
August 31, 2014
5.
RESERVES (CONT’D)
(d)
Fair value reserve
Group
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
421,966
324,711
51,718
43,927
Financial assets, available-for-sale
- Fair value changes
- Deferred tax on fair value changes [Note 6(a)]
113,817
(4,606)
85,049
857
(855)
–
7,791
–
109,211
85,906
(855)
7,791
Transferred to income statement [Note 27]
Deferred tax on transfer [Note 6(a)]
(4,583)
(770)
13,686
(2,337)
(9,826) –
–
–
(5,353)
11,349
(9,826)
525,824
421,966
41,037
–
51,718
6.
INCOME TAXES
(a)
Deferred income taxes
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
income tax assets against current income tax liabilities and when the deferred income taxes relate to the same
fiscal authority. The following amounts, determined after appropriate offsetting, are shown on the balance
sheets:
Group
Deferred income tax assets
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
52,401
(5,500)
46,483
(5,165)
29,397
(4,089)
33,936
(4,160)
46,901
41,318
25,308
29,776
Deferred income tax taken to equity during the financial year is as follows:
Group
Hedging reserve [Note 5(c)]
Fair value reserve [Note 5(d)]
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
12
5,376
1,255
1,480
12
–
51
–
5,388
2,735
12
51
140
NOTES TO THE
August 31, 2014
6.
INCOME TAXES (CONT’D)
(a)
Deferred income taxes (cont’d)
Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent
that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised
tax losses and capital allowances of S$1.8 million (2013: S$1.8 million) and S$0.1 million (2013: S$0.1 million)
respectively at the balance sheet date which can be carried forward and used to offset against future taxable
income subject to meeting certain statutory requirements by those companies with unrecognised tax losses
and capital allowances in their respective countries of incorporation. The tax losses have no expiry dates.
The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same
tax jurisdiction) during the financial year are as follows:
2014
Group
(i)
Accelerated
Tax
Depreciation
S$’000
Fair Value
Changes
S$’000
Others
S$’000
Total
S$’000
(Credited)/Debited to income
statement
Debited to equity [Note 5(d)]
Currency translation differences
42,378
240
3,865
46,483
(2,433)
–
–
–
5,376
–
3,261
–
(286)
39,945
5,616
6,840
52,401
Provisions
S$’000
Fair Value
Changes
S$’000
Total
S$’000
(ii)
828
5,376
(286)
Credited to income statement
Debited to equity [Note 5(c)]
(5,102)
(334)
–
(13)
(63)
–
12
–
(5,165)
(334)
12
(13)
(5,449)
(51)
(5,500)
Annual Report 2014
141
NOTES TO THE
August 31, 2014
6.
(a)
2013
Group
(i)
(ii)
Accelerated
Tax
Depreciation
S$’000
Fair Value
Changes
S$’000
–
–
240
–
Others
S$’000
3,747
(208)
–
40
Total
S$’000
Debited to equity [Note 5(d)]
Acquisition of a subsidiary [Note 20(b)]
Acquisition of a business by a
subsidiary [Note 20(c)]
50,444
(8,066)
–
–
54,191
(8,274)
240
40
–
–
286
286
42,378
240
3,865
46,483
Provisions
S$’000
Fair Value
Changes
S$’000
Total
S$’000
Debited to equity [Note 5(c) and 5(d)]
(4,406)
(708)
–
12
(2,558)
–
2,495
–
(6,964)
(708)
2,495
12
(5,102)
(63)
(5,165)
142
NOTES TO THE
August 31, 2014
6.
(a)
2014
Company
(i)
Accelerated
Tax
Depreciation
S$’000
(ii)
Others
S$’000
Total
$’000
(Credited)/Debited to income statement
33,823
(4,559)
113
20
33,936
(4,539)
29,264
133
29,397
Provisions
S$’000
Fair Value
Changes
S$’000
Total
S$’000
(4,097)
59
–
(63)
–
12
(4,160)
59
12
(4,038)
(51)
(4,089)
2013
Company
(i)
Accelerated
Tax
Depreciation
S$’000
(ii)
Others
S$’000
Total
$’000
Transfer in from subsidiary
36,639
(2,816)
–
–
–
113
36,639
(2,816)
113
33,823
113
33,936
Provisions
S$’000
Fair Value
Changes
S$’000
Total
S$’000
(3,485)
(612)
–
(114)
–
51
(3,599)
(612)
51
(4,097)
(63)
(4,160)
143
Annual Report 2014
NOTES TO THE
August 31, 2014
6.
(b)
Income tax expense
Group
2014
S$'000
2013
S$'000
58,766
510
65,623
(9,282)
59,276
56,341
(1,605)
(16)
(1,844)
300
(1,621)
(1,544)
57,655
54,797
Tax expense attributable to profit is made up of:
Current year
- Current tax
- Deferred tax
Prior years
- Current tax
- Deferred tax
The income tax expense on profit for the financial year varies from the amount of income tax determined by
applying the Singapore standard rate of income tax to profit before taxation due to the following factors:
Group
2014
S$'000
2013
S$'000
528,391
489,099
Tax calculated at corporate tax rate of 17%
Tax exempt income
Income taxed at concessionary rate
Income not subject to tax
Expenses not deductible for tax purposes
Deferred tax benefits not recognised
Tax relief for contributions made to Institutes of Public Character
Effect of different tax rates in other countries
Tax rebates
Tax incentives
Others
Over-provision in prior years
89,826
(561)
(319)
(35,153)
8,156
165
(1,194)
820
(572)
(1,540)
(352)
(1,621)
83,147
(500)
(195)
(34,737)
13,777
13
(1,549)
616
(479)
(3,256)
(496)
(1,544)
57,655
54,797
Tax charge
144
NOTES TO THE
August 31, 2014
7.BORROWINGS
2014
S$’000
Group
2013
S$’000
2014
S$’000
Company
2013
S$’000
937,007
872,495
–
–
599,828
229,654
599,485
229,436
599,828
229,654
599,485
229,436
36,006
3,521
–
–
–
–
1,805,476
1,740,943
829,482
828,921
Borrowings are repayable:
Within 1 year
926,369
2,721
829,482
–
Between 1 - 5 years
After 5 years
581,759
297,348
1,441,324
296,898
–
–
828,921
–
879,107
1,738,222
–
828,921
1,805,476
1,740,943
829,482
828,921
Secured
Term loans [Note 7(a) and 7(b)]
Unsecured
Fixed rate notes [Note 7(c)]
Term loan [Note 7(d)]
Loans from non-controlling interests
[Note 7(e) and 7(f)]
Other banking facilities
36,216
2,771
(a)
On July 24, 2013, SPH REIT, a subsidiary of the Group, established a term loan facility available for drawdown
up to the amount of S$975 million (2013: S$975 million). As at the balance sheet date, the amount drawn down
was S$850 million (2013: S$850 million). The amount of S$843.1 million (2013: S$841.2 million) represented
the loan stated at amortised cost. The loan has repayment terms ranging from three to seven years, of which
S$250 million is repayable on July 23, 2016, S$300 million on July 23, 2018 and S$300 million on July 22,
2020.
The term loan is secured by way of a first legal mortgage on SPH REIT’s investment property – Paragon [Note
9], first legal charge over the tenancy account and sales proceeds account for Paragon, and an assignment of
certain insurances taken in relation to Paragon.
After taking into account fixed interest rates and interest rate swap arrangements totalling S$465 million
(2013: S$430 million), the effective interest rate as at the balance sheet date on the outstanding term loan of
S$850 million (2013: S$850 million) was 2.33% (2013: 2.07%) per annum.
(b)
As at August 31, 2014, The Seletar Mall Pte Ltd (“Seletar Mall”), a subsidiary of the Group, had a term loan facility
available for drawdown up to amount of S$138 million (2013: S$138 million). The term loan is repayable six
months from the temporary occupation permit date of Seletar Mall which is expected to be within one year. As
at August 31, 2014, the amount drawn down was S$94.1 million (2013: S$31.7 million). The amount of S$93.9
million (2013: S$31.3 million) represented the loan stated at amortised cost.
The term loan facility is secured by way of a first legal mortgage on Seletar Mall’s investment property [Note
9], an assignment of insurance taken in relation to the investment property and a deed of subordination in
respect of the loans from the Company [Note 16(a)(i)] and the shareholders of Seletar Mall.
The effective interest rate as at the balance sheet date on the outstanding term loan was 1.31% (2013: 1.33%)
per annum.
Annual Report 2014
145
NOTES TO THE
August 31, 2014
7.
BORROWINGS (CONT’D)
(c)
On February 22, 2010, the Company established a S$1 billion Multicurrency Medium Term Note Programme.
Notes outstanding as at August 31, 2014 comprise S$600 million (2013: S$600 million) 5-year unsecured fixed
rate notes due on March 2, 2015. The amount of S$599.8 million (2013: S$599.5 million) as at the balance sheet
date represented the notes stated at amortised cost. Interest at 2.81% (2013: 2.81%) per annum is payable
semi-annually in arrears. The fixed rate notes are listed on the Singapore Exchange Securities Trading Limited
(“SGX-ST”).
(d)
As at August 31, 2014, the Company had an unsecured term loan facility available for drawdown up to the
amount of S$230 million (2013: S$230 million). The term loan is repayable six months from the temporary
occupation permit date of Seletar Mall which is expected to be within one year. As at the balance sheet date,
the amount drawn down was S$230 million (2013: S$230 million). The amount of S$229.7 million (2013:
S$229.4 million) represented the loan stated at amortised cost.
After taking into account interest rate swap arrangement of S$120 million, the effective interest rate as at the
balance sheet date on the outstanding term loan of S$230 million was 1.25% (2013: 1.25%) per annum.
(e)
As at August 31, 2014, Seletar Mall had an outstanding unsecured loan of S$36.9 million (2013: S$36.9 million)
from its non-controlling interest, United Engineers Developments Pte Ltd. The loan is interest-free and has
a repayment term of four years from April 17, 2012. The amount of S$36.0 million (2013: S$35.4 million)
represented the loan stated at amortised cost.
On initial recognition, the loan was recognised at its fair value, which was determined from the cash flow
analyses, discounted at the market borrowing rates on the inception date. The difference between the fair
value and principal loan amount was recognised in the income statement. The unamortised fair value gain as
at balance sheet date was S$0.9 million (2013: S$1.5 million).
(f)
As at August 31, 2014, Blu Inc (Holdings) Malaysia Sdn Bhd, a subsidiary of the Group, had an outstanding
unsecured loan of S$0.2 million (2013: S$0.6 million) from its non-controlling interests. The loan is interestfree and has no fixed repayment terms although repayment is not expected within one year.
(g)
In respect of bank borrowings, where appropriate, the Group’s policy is to minimise its interest rate risk exposure
by entering into interest rate swaps over the duration of its borrowings. Accordingly, the Company and SPH
REIT entered into interest rate swap contracts to swap floating rates for fixed interest rates as part of their
interest rate risk management. Under the interest rate swaps, the Company and SPH REIT agreed with other
parties to exchange at specified intervals, the difference between fixed rate and floating rate interest amounts
calculated by reference to the agreed notional principal amounts. At August 31, 2014, the fixed interest rates
were 0.66% (2013: 0.66%) per annum for the Company and 1.44% to 2.31% (2013: 2.24% to 2.32%) per
annum for SPH REIT. The floating rates are referenced to Singapore dollar swap offer rate and repriced every
three months.
The notional principal amounts of the outstanding interest rate swap contracts and their corresponding fair
values as at August 31, 2014 are:
Group
Company
2014
2013
2014
2013
S$’000
S$’000
S$’000
S$’000
Notional due:
Within 1 year
Between 1 - 5 years
After 5 years
Fair values* [Note 18]
*
120,000
35,000
280,000
(9,060)
–
120,000
280,000
(1,352)
120,000
–
–
(303)
–
120,000
–
(372)
The fair values of interest rate swap contracts had been calculated (using rates quoted by the Group’s bankers) assuming the contracts are
terminated at the balance sheet date. These interest rate swaps are contracted with counter-parties which are banks and financial institutions
with acceptable credit ratings.
146
NOTES TO THE
August 31, 2014
7.
BORROWINGS (CONT’D)
(h)
As at August 31, 2014, the fair value of the fixed rate notes was S$605.0 million (2013: S$614.2 million) based
on its quoted price. The fair value of the loan from non-controlling interests was S$36.0 million (2013: S$35.4
million), determined from the cash flow analysis, discounted at market borrowing rate of 1.57% (2013: 1.84%)
per annum which management expected to be available to the Group.
8.
PROPERTY, PLANT AND EQUIPMENT
(a)2014
Group
Furniture
and
Fittings
S$’000
Motor
Vehicles
S$’000
731,368
14
20,562
–
2,151
2
21
2,420
–
1,123
–
–
Leasehold
Plant
Land and and
Buildings Equipment
S$’000 S$’000
Cost
Acquisition of businesses by
subsidiaries [Note 20(c)]
Additions
Transfer in from capital
work-in-progress
Disposals/Write-offs
236,994
(192)
–
30
–
–
21,906
(15,711)
180
(826)
–
(61)
Total
S$’000
991,075
(176)
21
3,573
22,086
(16,598)
236,832
740,018
21,039
2,092
999,981
Accumulated depreciation and
impairment losses
Depreciation charge for the year
(Reversal of impairment charge) /
Impairment charge for the year
125,684
(8)
6,957
–
526,599
10
45,450
(15,179)
16,080
6
1,421
(512)
1,082
1
504
(61)
669,445
9
54,332
(15,752)
9,901
–
–
9,798
132,530
566,781
16,995
1,526
717,832
Carrying amount
Capital work-in-progress
104,302
–
173,237
3,377
4,044
36
566
–
282,149
3,413
Total
104,302
176,614
4,080
566
285,562
Additions
Transfer out to property,
plant and equipment
–
–
10,097
15,186
51
165
–
–
10,148
15,351
–
(21,906)
(180)
–
(22,086)
–
3,377
36
–
3,413
(103)
Annual Report 2014
147
NOTES TO THE
August 31, 2014
8.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
(b)
2013
Leasehold
Plant
Land and and
Buildings Equipment
S$’000 S$’000
Cost
Additions
Transfer in from capital
work-in-progress
13,113
(43,410)
19,312
1
15
1,402
283
(451)
236,994
731,368
20,562
impairment losses
Write-back of impairment charge
for the year
120,287
10
6,889
(3)
519,984
(12)
49,436
(42,809)
15,189
(7)
1,281
(383)
(1,499)
Motor
Vehicles
S$’000
1,775
(3)
51
405
–
(77)
2,151
644
(1)
511
(72)
Total
S$’000
1,008,878
397
184
6,813
18,752
(43,949)
991,075
656,104
(10)
58,117
(43,267)
–
–
–
125,684
526,599
16,080
1,082
669,445
Carrying amount
111,310
–
204,769
10,097
4,482
51
1,069
–
321,630
10,148
Total
111,310
214,866
4,533
1,069
331,778
5,356
–
4,390
18,820
28
306
–
–
9,774
19,126
(5,356)
(13,113)
(283)
–
(18,752)
10,097
51
–
10,148
5,356
(11)
756,667
(19)
118
4,899
Additions
Transfer out to property,
plant and equipment
231,124
418
–
107
Group
Furniture
and
Fittings
S$’000
–
(1,499)
During the financial year, the Group and the Company recognised an impairment charge of S$9.9 million on a
press line arising from the optimisation of printing capacity. This amount was included within “Other operating
expenses” in the income statement.
In the previous financial year, the Group reassessed the recoverable amount of a property and accordingly
recognised a reversal of an impairment of S$1.5 million made in prior years within “Other operating income”
in the income statement. The recoverable amount of the asset was its fair value less cost to sell. The fair value
of the property was based on an independent valuation, determined using the income method.
148
NOTES TO THE
August 31, 2014
8.
(c)2014
Plant
and
Equipment
S$’000
Company
Furniture
and
Motor
Fittings
Vehicles
S$’000
S$’000
Total
S$’000
Cost
Additions
Transfer in from capital work-in-progress
628,878
749
21,466
(14,490)
12,974
345
165
(38)
1,621
–
–
–
643,473
1,094
21,631
(14,528)
636,603
13,446
1,621
651,670
impairment losses
Impairment charge for the year
439,790
39,151
(14,021)
9,939
11,661
273
(38)
–
474,859
11,896
1,249
488,004
Carrying amount
161,744
2,652
1,550
–
372
–
163,666
2,652
Total
164,396
1,550
372
166,318
Additions
Transfer out to property, plant and equipment
9,619
14,499
(21,466)
2,652
–
165
(165)
–
897
352
–
–
452,348
39,776
(14,059)
9,939
–
–
–
9,619
14,664
(21,631)
–
2,652
Annual Report 2014
149
NOTES TO THE
August 31, 2014
8.
(d)
2013
Plant
and
Equipment
S$’000
Company
Furniture
and
Motor
Fittings
Vehicles
S$’000
S$’000
Total
S$’000
Cost
Additions
Transfer in from capital work-in-progress
650,192
1,547
13,018
(35,879)
12,955
134
66
(181)
1,620
6
–
(5)
664,767
1,687
13,084
(36,065)
628,878
12,974
1,621
643,473
impairment losses
432,619
43,038
(35,867)
11,552
290
(181)
525
377
(5)
444,696
43,705
(36,053)
439,790
11,661
897
452,348
Carrying amount
189,088
9,619
1,313
–
724
–
191,125
9,619
Total
198,707
1,313
724
200,744
Additions
Transfer out to property, plant and equipment
4,167
18,470
(13,018)
9,619
–
66
(66)
–
–
–
–
4,167
18,536
(13,084)
–
9,619
150
NOTES TO THE
August 31, 2014
9.
INVESTMENT PROPERTIES
Group
2014
S$'000
2013
S$'000
Additions
Fair value change
3,291,437
1,439
100,575
3,176,285
3,745
111,407
3,393,451
3,291,437
Investment property under development
Additions
Fair value change
381,128
77,371
8,501
340,862
40,266
–
467,000
381,128
Total carrying amount
3,860,451
3,672,565
Carrying amount of
- Freehold investment properties
- Leasehold investment properties
- Leasehold investment property under development
2,792,151
601,300
467,000
2,707,137
584,300
381,128
3,860,451
3,672,565
The fair value of the investment properties as at balance sheet date was stated based on independent professional
valuations using valuation techniques and assumptions set out in Note 31(e).
The Paragon on Orchard Road, with a carrying value of S$2,700 million (2013: S$2,612 million), is mortgaged to banks
as security for the loan facility of S$975 million (2013: S$975 million) granted to SPH REIT [Note 7(a)].
The Seletar Mall, with a carrying amount of S$467.0 million (2013: S$381.1 million), is mortgaged as security for
the loan facilities granted to Seletar Mall respectively by a bank [S$138 million (2013: S$138 million)] (first legal
mortgage) [Note 7(b)] and the Company [S$230 million (2013: S$230 million)] (second legal mortgage) [Note 16(a)(i)].
The following amounts are recognised in the income statement:
Group
Rental income
Direct operating expenses arising from investment properties
that generated rental income
2014
S$'000
2013
S$'000
202,896
196,050
(48,161)
(49,280)
151
Annual Report 2014
NOTES TO THE
August 31, 2014
10.
INVESTMENTS IN SUBSIDIARIES
Company
Equity investments at cost
Allowance for impairment
2014
S$’000
2013
S$’000
412,305
(500)
412,305
(500)
411,805
411,805
The allowance for impairment was made to write down the carrying amount of investment in a subsidiary to its
recoverable amount following a review of the subsidiary’s business.
Details of significant subsidiaries are set out in Note 30. A list of other operating subsidiaries of the Group can be
found on pages 192 and 193 of the annual report.
Details of the acquisition and disposal of subsidiaries are set out in Notes 20(b) and 20(c).
11.
INVESTMENTS IN ASSOCIATES
Group
Investments in associates
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
78,353
55,857
31,160
31,160
The summarised financial information of associates, not adjusted for the proportional ownership interest held by the
Group, is as follows:
Group
2014
S$'000
Assets
Liabilities
Revenues
Net profit
ɸ
Excluded financial information of an associate which was classified as asset held for sale.
A list of operating associates of the Group can be found on page 194 of the annual report.
235,028
64,146
342,210
11,897
2013ɸ
S$'000
220,287
72,471
337,826
23,817
152
NOTES TO THE
August 31, 2014
12.
INVESTMENTS IN JOINTLY-CONTROLLED ENTITIES
Group
Investments in jointly-controlled entities
2014
S$'000
2013
S$'000
6,688
6,391
The Group’s investments in the jointly-controlled entities are equity accounted for in the consolidated balance sheet
and income statement.
During the financial year, the Group completed the partial divestment of its interest in 701Search Pte Ltd to Telenor
Communications II AS. As a result, the Group recognised a gain of S$52.9 million on the divestment.
The following amounts represent the Group’s effective share of 33.3% to 50% (2013: 50%) of the assets and
liabilities and revenues and expenses of the jointly-controlled entities as at August 31, 2014 should proportionate
consolidation be adopted.
Group
2014
S$'000
2013
S$'000
16,998
848
8,990
1,270
17,846
10,260
11,126
174
5,560
–
11,300
5,560
Net assets
6,546
4,700
Revenues
Expenses
4,026
(38,604)
3,960
(23,017)
Net loss
(34,578)
(19,057)
Assets
- Current assets
- Non-current assets
Liabilities
- Current liabilities
- Non-current liabilities
A list of operating jointly-controlled entities of the Group can be found on page 194 of the annual report.
13.
LONG-TERM INVESTMENTS
Long-term investments classified as available-for-sale financial assets comprise the following:
Group
Equity securities
Investment funds
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
540,733
62,533
458,345
23,705
42,998
–
54,098
–
603,266
482,050
42,998
54,098
153
Annual Report 2014
NOTES TO THE
August 31, 2014
14.
INTANGIBLE ASSETS
Group
Arising from business combinations
- Goodwill [Note 14(a)]
- Technology, trademarks, licences,
mastheads and others [Note 14(b)]
2013
S$'000
2014
S$'000
2013
S$'000
69,124
66,192
–
–
103,868
104,981
–
–
160
184
34,219
36,230
173,152
171,357
34,219
36,230
Acquired separately
- Technology, trademarks and licences [Note 14(c)]
(a)
Company
2014
S$'000
Arising from business combinations
- Goodwill
Group
2014
S$'000
2013
S$'000
Cost
Acquisition of businesses by subsidiaries [Note 20(c)]
80,783
–
3,294
(480)
58,638
21,283
1,290
(428)
83,597
80,783
Accumulated impairment
Impairment charge [Note 25]
14,591
–
(118)
2,775
11,816
–
14,473
14,591
Net book value
69,124
66,192
In the previous financial year, the Group recognised an impairment charge of S$11.8 million within “Other
operating expenses” in the income statement due to unfavourable market outlook for an overseas subsidiary.
154
NOTES TO THE
August 31, 2014
14.
INTANGIBLE ASSETS (CONT’D)
(a)
Arising from business combinations (cont’d)
- Goodwill (cont’d)
Impairment test for goodwill
The carrying value of the Group’s goodwill arising from acquisitions was assessed for impairment during the
financial year.
Goodwill is allocated for impairment testing purposes to the individual entity or division, which is also the
cash generating unit (“CGU”).
Group
2014
2013
S$’000
S$’000
Pre-tax discount rate(1)
2014
2013
%
%
Terminal growth rate(2)
2014
2013
%
%
Carrying value of goodwill in:
Singapore
- Magazine
- Online
- Exhibition
21,566
26,686
8,194
19,687
26,686
8,194
11.5
15.1
12.2
11.5
15.1
12.2
2.3
2.3
2.0
2.3
2.3
2.0
Malaysia
- Magazine
10,549
10,105
13.8
13.8
2.0
3.2
Multiple units with
insignificant goodwill
(1)
2,129
1,520
69,124
66,192
he discount rate used is based on Weighted Average Cost of Capital (WACC) where the cost of a company’s debt and equity capital are
T
weighted to reflect its capital structure.
(2)
The terminal growth rate has been determined based on long-term expected inflation rate for the respective country or industry in which the
entity or division operates.
The recoverable values of cash generating units including goodwill are determined based on value-in-use
calculations.
The value-in-use calculations apply a discounted cash flow model using cash flow projections based on financial
budgets approved by the Board and management forecasts over a period of five years. Cash flows beyond
the terminal year are extrapolated using the estimated terminal growth rates stated in the table above. Key
assumptions used in the calculation of value-in-use are growth rates, operating margins and discount rates.
Capital expenditure is also assumed to be insignificant.
The management’s approach in determining the value assigned to each of the key assumptions includes
comparing the key assumptions used to past actual performances (i.e. retrospective reviews) and other external
sources of information such as Government statistics on growth, inflation and etc.
As the process of evaluating goodwill impairment involves management judgement and prudent estimates of
various factors including future cash flows as well as the cost of capital and long-term growth rates, the results
can be highly sensitive to the assumptions used. Management believes that any reasonably possible change
in the key assumptions would not cause the carrying amount of the CGU to exceed its recoverable amount as
at August 31, 2014.
Annual Report 2014
155
NOTES TO THE
August 31, 2014
14.
INTANGIBLE ASSETS (CONT’D)
(b)
Arising from business combinations (cont’d)
- Technology, trademarks, licences, mastheads and others
Technology
S$'000
Group
Trademarks,
licences,
mastheads
and others
S$'000
Total
S$'000
Cost
Acquisition of businesses by subsidiaries [Note 20(c)]
6,506
–
180
129,447
8,378
(75)
135,953
8,378
105
6,686
137,750
144,436
Accumulated amortisation
Amortisation charge [Note 25]
3,114
709
6
27,858
8,881
–
30,972
9,590
6
3,829
36,739
40,568
Net book value
2,857
101,011
103,868
90,453
37,119
1,365
510
96,963
37,119
1,365
506
135,953
2014
2013
Cost
Acquisition of business by a subsidiary [Note 20(c)]
6,510
–
–
(4)
6,506
129,447
Impairment charge [Note 25]
2,473
650
(9)
–
16,653
7,419
–
3,786
19,126
8,069
(9)
3,786
3,114
27,858
30,972
Net book value
3,392
101,589
104,981
156
NOTES TO THE
August 31, 2014
14. INTANGIBLE ASSETS (CONT’D)
(c)
Acquired separately
- Technology, trademarks and licences
Group
2014
S$'000
Cost
Additions
Written-off
204
–
–
204
2013
S$'000
2,004
4
(1,804)
204
Written-off
20
24
–
44
20
160
184
Technology
S$'000
Company
Trademarks,
licences,
mastheads
and others
S$'000
Total
S$'000
178
36,889
37,067
Amortisation charge
25
59
812
1,952
837
2,011
84
2,764
2,848
Net book value
94
34,125
34,219
Net book value
1,804
20
(1,804)
2014
Cost
Beginning and end of financial year
157
Annual Report 2014
NOTES TO THE
August 31, 2014
14. INTANGIBLE ASSETS (CONT’D)
(c)
Acquired separately (cont’d)
- Technology, trademarks and licences (cont’d)
Technology
S$'000
Company
Trademarks,
licences,
mastheads
and others
S$'000
Total
S$'000
Cost
Acquisitions
–
178
–
36,889
–
37,067
178
36,889
37,067
Amortisation charge
–
25
–
812
–
837
25
812
837
153
36,077
36,230
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
26,264
(2,317)
26,255
(2,365)
24,482
(2,267)
24,761
(2,272)
23,947
23,890
22,215
22,489
2013
Net book value
15.INVENTORIES
Group
Raw materials and consumable stores
Allowance for write-down of inventories
Company
The cost of inventories recognised as an expense and included in materials, production and distribution costs in the
income statement amounted to S$89.0 million (2013: S$103.3 million).
During the financial year, the Group made an allowance for stock obsolescence amounting to S$18,000 (2013: S$0.9
million).
158
NOTES TO THE
August 31, 2014
16.
TRADE AND OTHER RECEIVABLES
(a)Non-current
Group
Loans to subsidiaries [Note 16(a)(i)]
Staff loans
Sundry debtors
Others
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
–
2,658
1,014
–
–
1,884
1,038
65
229,672
2,508
58
–
229,465
1,661
105
–
3,672
2,987
232,238
231,231
(i)
The loan to a subsidiary of S$230.0 million (2013: S$230.0 million) is non-trade, and secured, inter
alia, by way of a second legal mortgage on the subsidiary’s investment property [Note 9]. The effective
interest rate as at the balance sheet date on the outstanding term loan was 2.19% (2013: 2.19%) per
annum.
The repayment of the loan is subordinated to the subsidiary’s term loan with a financial institution
[Note 7(b)], and upon discharge thereof, repayment is on the date falling six months from receipt of
the Company’s demand. The amount of S$229.7 million (2013: S$229.5 million) represented the loan
stated at amortised cost.
(b)Current
Group
Trade receivables
- Non-related parties
- Less: Allowance for impairment of
receivables – non-related parties
Amount owing by
- Subsidiaries [Note 16(b)(i)]
- Associates [Note 16(b)(ii)]
- Jointly-controlled entities [Note 16(b)(iii)]
Loans to subsidiaries [Note 16(b)(iv)]
Accrued interest
Sundry debtors
Prepayments
Staff loans
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
135,518
138,655
96,236
99,528
(11,567)
(10,385)
(8,767)
(7,503)
123,951
128,270
87,469
92,025
–
150
160
–
855
95
1,199,981
–
104
576,966
–
48
310
950
1,200,085
577,014
–
–
272,078
272,078
1,463
11,684
6,003
1,032
985
9,802
6,846
921
145
1,485
4,181
935
21
2,139
4,956
790
144,443
147,774
1,566,378
949,023
159
Annual Report 2014
NOTES TO THE
August 31, 2014
16.
TRADE AND OTHER RECEIVABLES (CONT’D)
(b)
17.
Current (cont’d)
(i) The amounts owing by subsidiaries, net of allowance for impairment of S$1.2 million (2013: S$1.9
million), are non-trade, unsecured, interest-free and repayable on demand.
(ii) The amounts owing by associates are non-trade, unsecured, interest-free and repayable on demand.
(iii)
The amounts owing by jointly-controlled entities are non-trade, unsecured, interest-free and repayable
on demand.
(iv)
The loans to subsidiaries, net of allowance for impairment of S$44.7 million (2013: S$44.7 million), are
unsecured, interest-free and repayable on demand.
SHORT-TERM INVESTMENTS
Group
- Equity securities
- Bonds
- Investment funds
Financial assets at fair value
through profit or loss
Designated at fair value on initial recognition
- Bonds and notes
- Preference shares
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
2,683
310,812
650,184
2,919
495,330
427,004
–
179,982
27,554
–
434,931
145,005
963,679
925,253
207,536
579,936
53,578
10,769
38,723
17,555
–
–
–
–
64,347
56,278
–
–
1,028,026
981,531
207,536
579,936
During the financial year, the Group recognised an impairment loss of S$7.3 million (2013: S$17.6 million) on certain
available-for-sale financial assets within “Net income from investments” due to prolonged decline in value.
160
NOTES TO THE
August 31, 2014
18.
DERIVATIVE FINANCIAL INSTRUMENTS
Analysed as:
Group
Contract
Notional
Amount
S$’000
Assets
S$’000
Liabilities
S$’000
Non-current
Cash flow hedge
- Interest-rate swaps [Note 7(g)]
315,000
–
8,757
Current
Cash flow hedge
120,000
–
303
Derivatives that do not qualify as hedges
- Currency forwards
354,433
899
353
899
656
Fair Value
2014
2013
Non-current
Cash flow hedge
400,000
–
1,352
Current
- Currency forwards
157,780
273
1,427
Company
Contract
Notional
Amount
S$’000
Assets
S$’000
Liabilities
S$’000
120,000
–
303
6,112
3
–
120,000
–
372
Fair Value
2014
Current
Cash flow hedge
- Currency forwards
2013
Non-current
Cash flow hedge
161
Annual Report 2014
NOTES TO THE
August 31, 2014
19.
ASSET CLASSIFIED AS HELD FOR SALE
As at August 31, 2013, the Group had the intent to divest its entire interest in one of its associates classified under the
“Others” segment. Accordingly, the investment was reclassified from Investments in associates to Asset classified as
held for sale. The carrying value was reduced to the sale consideration amount of S$31.5 million and an impairment
charge of S$4.3 million was included within “Other operating expenses” in the income statement.
The sale was completed in the financial year ended August 31, 2014.
20.
CASH AND CASH EQUIVALENTS
(a)
Cash and cash equivalents at the end of the financial year comprise the following:
Group
Cash held as fixed bank deposits
Cash and bank balances
(b)
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
271,376
171,561
331,795
133,603
161,856
27,415
61,916
13,446
442,937
465,398
189,271
75,362
Acquisition of a subsidiary
Group
At fair values
2013
S$'000
Identifiable assets and liabilities
Property, plant and equipment [Note 8(b)]
Intangible assets (excluding goodwill) [Note 14(b)]
Investment in associate companies
Current assets (including cash)
Deferred income tax liabilities [Note 6(a)(i)]
Current liabilities
184
37,119
274
4,420
(40)
(3,240)
Identifiable net assets acquired
Goodwill on acquisition [Note 14(a)]
38,717
21,283
Total purchase consideration [Note 20(b)(i)]
Less: Cash and cash equivalents
Less: Consideration payable
60,000
(2,985)
(7,200)
Net cash outflow on acquisition of a subsidiary
49,815
162
NOTES TO THE
August 31, 2014
20.
CASH AND CASH EQUIVALENTS (CONT’D)
(b)
Acquisition of a subsidiary (cont’d)
Note (b)(i)
On April 15, 2013, the Group acquired the entire share capital of SGCM Pte. Ltd (“SGCM”), and from SGCM and
Quotz Pte. Ltd. (“Quotz”) (a subsidiary of SGCM), certain trademarks and other intellectual property rights.
SGCM holds 100% of the shares in Quotz, 45% of the shares in Conversion Hub Marketing Pte. Ltd. (“CHM”)
and 30% shares in SCMC Pte. Ltd. (“SCMC”). SGCM owns and operates vehicle online classified sites, while
Quotz is a car auction platform, CHM performs online marketing and SCMC is a service provider for car loans,
insurances and settlement services.
The total consideration for the acquisition was S$60.0 million. After accounting for cash acquired of S$3.0
million, the net cash outflow as of August 31, 2013 was S$49.8 million. The balance of S$7.2 million is payable
upon meeting certain conditions. The Group had recognised intangible assets of S$58.4 million.
The acquired business contributed revenue of S$3.0 million and net profit of S$1.1 million to the Group for
the period April 15, 2013 to August 31, 2013. If the acquisition had occurred on September 1, 2012, Group
operating revenue and net profit would have increased by another S$5.3 million and S$0.3 million respectively.
(c)
Acquisition of businesses by subsidiaries
Group
At fair values
2014
2013
S$'000
S$'000
Identifiable assets and liabilities
Property, plant and equipment [Note 8(a)]
Intangible assets (excluding goodwill) [Note 14(b)]
Current assets
Deferred income tax liabilities [Note 6(a)(i)]
21
8,378
48
–
–
1,365
–
(286)
Identifiable net assets acquired
Goodwill on acquisitions [Note 14(a)]
8,447
3,294
1,079
1,290
Total purchase consideration [Note 20(c)(i)]
Less: Consideration payable
11,741
(1,210)
2,369
–
Net cash outflow on acquisition of businesses by subsidiaries
10,531
2,369
Note (c)(i)
2014
Facon Exhibitions Sdn Bhd (“Facon”)
On September 16, 2013, Sphere Exhibits Pte Ltd acquired the Exhibition Business and certain assets of Facon
for a total consideration of S$7.0 million. The Exhibition Business comprises exhibitions marketed in Malaysia
under the respective names, logos and marks “Facon Education fair”, “ICA” - an international exhibition on
Instruments, Controls and Automation and “M. Lab” - an international exhibition on laboratory instruments
and services.
The Group has recognised intangible assets (including goodwill) of S$7.0 million, subject to completion of the
purchase price allocation exercise.
The acquired business contributed revenue of S$3.5 million and net profit of S$1.0 million for the period
September 16, 2013 to August 31, 2014. There is no material effect to the Group operating revenue and net
profit had the acquisition occurred on September 1, 2013.
Annual Report 2014
163
NOTES TO THE
August 31, 2014
20.
(c)
Acquisition of businesses by subsidiaries (cont’d)
Note (c)(i) (cont’d)
2014
Write On Media Sdn Bhd (“WOM”)
On December 2, 2013, Blu Inc Media Sdn Bhd acquired certain assets and contracts from WOM. WOM publishes
HWM Malaysia, Home & Decor Malaysia, GameAxis Malaysia, Megaguide and Vibes.
The total consideration for the acquisition was S$0.4 million. The net cash outflow as of August 31, 2014
was S$0.3 million with the balance of S$0.1 million payable upon meeting certain conditions. The Group has
recognised goodwill of S$0.4 million, subject to completion of the purchase price allocation exercise.
The acquired business contributed revenue of S$1.0 million and net loss of S$0.2 million to the Group for the
period December 2, 2013 to August 31, 2014. If the acquisition had occurred on September 1, 2013, Group
operating revenue and net profit for the year ended August 31, 2014 would have increased by another S$0.6
million and S$0.1 million respectively.
Harenet Communications Sdn Bhd and Harenet Expo Sdn Bhd (collectively “Harenet”)
On May 27, 2014, Sphere Exhibits Pte Ltd acquired the exhibitions and event business of Harenet. The acquired
business comprised exhibitions marketed in Malaysia under the respective names, logos and marks “KL wedding
expo”, “Parents & Kids Expo”, “International Baby Expo” and “Motherhood Expo”.
The total consideration for the acquisition was S$2.0 million. The net cash outflow as at August 31, 2014
was S$1.0 million. The balance of S$1.0 million is payable upon meeting certain conditions. The Group has
recognised intangible assets (including goodwill) of S$2.0 million, subject to completion of the purchase price
allocation exercise.
the period May 27, 2014 to August 31, 2014. If the acquisition had occurred on September 1, 2013, Group
operating revenue and net profit for the year ended August 31, 2014 would have increased by another S$1.6
million and S$0.3 million respectively.
White Wave Media Group Pte Ltd (“WWMG”)
On August 31, 2014, SPH Magazines Pte Ltd acquired the business and assets of Luxury-Insider.com from WWMG.
The total consideration for the acquisition was S$2.4 million and of which S$2.3 million was paid as at August 31,
2014. The Group has recognised intangible assets (including goodwill) of S$2.3 million, subject to completion
of the purchase price allocation exercise.
If the acquisition had occurred on September 1, 2013, Group operating revenue and net profit for the year
ended August 31, 2014 would have increased by another S$0.7 million and S$0.3 million respectively.
164
NOTES TO THE
August 31, 2014
20.
(c)
Acquisition of businesses by subsidiaries (cont’d)
Note (c)(i) (cont’d)
2013
On January 8, 2013, Sphere Exhibits Pte Ltd acquired the Exhibition Business and assets of Expomal Malaysia and
Singapore. The Exhibition Business comprises “Smart Kids Malaysia”, “Smart Kids Asia Singapore”, “Malaysian
International Food and Beverage Trade Fair” and “Golden Bull”.
The total consideration for the acquisition was S$2.4 million. The Group had recognised intangible assets of
S$2.7 million.
the period January 8, 2013 to August 31, 2013. If the acquisition had occurred on September 1, 2012, Group
operating revenue and net profit would have increased by another S$0.6 million and S$0.1 million respectively.
21.
TRADE AND OTHER PAYABLES
(a)Non-current
Group
Deposits received
2014
S$’000
2013
S$’000
34,875
34,026
(b)Current
Group
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
Trade payables – non-related parties
24,718
28,381
12,124
16,343
Amount owing to
- Subsidiaries [Note 21(b)(i)]
- Jointly-controlled entity [Note 21(b)(ii)]
–
24,926
–
3,926
639,397
24,926
559,787
3,926
24,926
3,926
664,323
563,713
170,650
28,732
17,719
31,301
166,447
23,000
19,662
27,553
107,405
10,067
12,170
13,245
103,319
9,875
13,497
10,640
298,046
268,969
819,334
717,387
Accrued operating expenses
Deposits received
Sundry creditors
Collections in advance
(i) The amounts owing to subsidiaries are non-trade, unsecured and repayable on demand. Except for
amounts owing to certain subsidiaries of S$9.8 million (2013: S$17.0 million) with effective interest
rates of 0.42% (2013: 0.25% to 0.34%) per annum as at the balance sheet date, the amounts owing to
other subsidiaries are interest-free.
(ii)
The amount owing to a jointly-controlled entity is non-trade, unsecured, repayable on demand and
interest-bearing. The effective interest rates range from 0.18% to 0.29% (2013: 0.24% to 0.28%) per
annum as at the balance sheet date.
165
Annual Report 2014
NOTES TO THE
August 31, 2014
22.
CAPITAL AND OTHER COMMITMENTS
(a)
Commitments for capital expenditure and investments
Group
Authorised and contracted for
- Property, plant and equipment
- Investment properties
- Long-term/Short-term investments
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
5,007
39,262
9,272
6,626
93,760
34,578
4,832
–
–
6,626
–
–
53,541
134,964
4,832
6,626
(b)
Operating lease commitments – where the Group and/or Company is a lessee
The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet
date but not recognised as liabilities, are as follows:
Group
Within 1 year
Between 1 - 5 years
After 5 years
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
9,064
21,217
134,789
8,480
24,095
135,802
565
473
–
459
37
–
165,070
168,377
1,038
496
The Group and Company lease various commercial/residential space and plant and machinery under noncancellable operating lease agreements with varying terms and renewal rights.
The operating lease rental expense of S$13.6 million (2013: S$12.0 million) was recognised in the income
statement during the financial year.
(c)
Operating lease commitments – where the Group is a lessor
The future minimum lease receivables under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as receivables, are as follows:
Group
Within 1 year
Between 1 - 5 years
After 5 years
2014
S$’000
2013
S$’000
206,243
351,587
4,663
185,352
239,923
–
562,493
425,275
The Group leases to third parties various commercial/residential space under non-cancellable operating lease
agreements with varying terms, escalation clauses and renewal rights.
166
NOTES TO THE
August 31, 2014
23.
OPERATING REVENUE
Group
Newspaper and Magazine
Sale of services – Advertisements
Sale of goods – Circulation
Others
Property
Rental and rental-related services
Others
Sale of services – Advertisements
Sale of services – Multimedia and other services
24.
2014
S$’000
2013
S$’000
705,919
186,035
39,732
757,184
195,688
38,348
931,686
991,220
204,985
198,139
30,140
48,373
16,716
33,377
78,513
50,093
1,215,184
1,239,452
STAFF COSTS
Group
Salaries, bonuses and other costs
Employers’ contribution to defined contribution plans
Share-based compensation expense [Note 5(b)]
2014
S$’000
2013
S$’000
330,678
38,865
4,976
308,433
34,444
6,766
374,519
349,643
167
Annual Report 2014
NOTES TO THE
August 31, 2014
25.
OTHER OPERATING EXPENSES
Group
2014
S$’000
2013
S$’000
Included in other operating expenses are:
Audit fees
- Company's auditors
- Other auditors
Non-audit fees#
- Company’s auditors
Net foreign exchange differences from operations
Allowance for impairment of trade receivables [Note 31(b)(ii)]
Bad debts recovery
Impairment of property, plant and equipment
Net loss/(profit) on disposal of property, plant and equipment
Impairment of goodwill [Note 14(a)]
Impairment of intangible assets [Note 14(b)]
Amortisation of intangible assets [Notes 14(b) and 14(c)]
#
+
26.
858
49
725+
33
267
462
3,761
(300)
9,939
618
–
–
9,614
–
(388)
168
1,211
1,702
(306)
–
(395)
11,816
3,786
8,089
4,582
–
Non-audit fees are mainly for services relating to non-statutory audit/review assignments.
Excluded fees of S$390,000 paid to the Company’s auditors as reporting auditors for the listing of SPH REIT, which were capitalised as listing expenses
in the capital reserve.
FINANCE COSTS
Group
2014
S$’000
2013
S$’000
Interest expense
- Bank loans
- Fixed rate notes
- Loans from non-controlling interests
Cash flow hedges, reclassified from hedging reserve *
11,517
16,860
–
6,689
5,936
16,860
4,579
4,550
35,066
31,925
*
In relation to interest rate swap arrangements in Note 7(g).
168
NOTES TO THE
August 31, 2014
27.
NET INCOME FROM INVESTMENTS
Group
Interest income
Dividend income
Net foreign exchange differences
Transfer from fair value reserve on disposal of investments [Note 5(d)]
Impairment of investments [Note 5(d) and 17]
Financial assets at fair value through profit or loss
Net fair value changes on investments
- Designated upon initial recognition
Net fair value changes on derivative financial instruments
Deposits with financial institutions
Interest income
Net foreign exchange differences
2014
S$’000
2013
S$’000
3,025
33,284
235
11,865
(7,282)
2,699
25,213
(579)
3,870
(17,556)
41,127
13,647
2,406
3,141
694
(1,365)
5,547
(671)
2,573
(1,032)
1,006
(11)
1,541
995
48,215
13,971
28.DIVIDENDS
Group and Company
2014
2013
S$’000
S$’000
Tax-exempt (one-tier) dividends paid:
- Final dividend of 8 cents per share
in respect of previous financial year (2013: 9 cents per share)
129,230
145,107
- Special final dividend of 7 cents per share
in respect of previous financial year (2013: 8 cents per share)
113,077
128,984
- Interim dividend of 7 cents per share (2013: 7 cents per share)
113,137
113,124
–
291,015
355,444
678,230
- Special dividend of 18 cents per share in previous financial year
(a)
The Directors have proposed a final dividend of 8 cents per share and a special final dividend of 6 cents per
share for the financial year, amounting to a total of S$226.3 million.
These financial statements do not reflect these proposed dividends, which will be accounted for in shareholders’
interests as an appropriation of retained profit in the financial year ending August 31, 2015 when they are
approved at the next annual general meeting.
(b)
The special dividend of S$291.0 million in the previous financial year was paid pursuant to the establishment
of SPH REIT.
169
Annual Report 2014
NOTES TO THE
August 31, 2014
29.
EARNINGS PER SHARE
Group
2014
Profit after taxation attributable
to shareholders of the Company
2013
Basic
S$’000
Diluted
S$’000
Basic
S$’000
Diluted
S$’000
404,286
404,286
430,954
430,954
Number of Shares
’000
’000
Weighted average number of shares
Adjustment for assumed conversion of
- share options
- performance shares
Weighted average number of shares
used to compute earnings per share
Earnings per share (S$)
30.
Number of Shares
’000
’000
1,615,858
1,615,858
1,614,035
1,614,035
–
–
–
8,004
–
–
92
8,516
1,615,858
1,623,862
1,614,035
1,622,643
Basic
Diluted
Basic
Diluted
0.25
0.25
0.27
0.27
SIGNIFICANT SUBSIDIARIES OF THE GROUP
Name of Subsidiaries
Principal Activities
Country of
Incorporation
Effective % of
Equity held by
the Group
2014
%
2013
%
Times Properties Private Limited
Letting properties and provision of
property management services
Singapore
100
100
Orchard 290 Ltd
Holding investments and management of
shopping centres and other commercial
properties
Holding investments and properties
Singapore
100
100
Singapore
100
100
Singapore Newspaper Services
Private Limited
Singapore
100
100
Lianhe Investments Pte. Ltd.
Holding investments for trading purposes
Singapore
100
100
SPH MultiMedia Private Limited
Holding investments
Holding investments
Holding property investments and
management of shopping centre
Singapore
100
100
Singapore
100
100
Singapore
70
70
Holding property investments
Singapore
70
70
Singapore News and
Publications Limited
SPH AsiaOne Ltd
The Seletar Mall Pte. Ltd.
SPH REIT
Note:
(i) The above companies are audited by KPMG LLP, Singapore.
(ii) A list of other operating subsidiaries of the Group can be found on pages 192 and 193 of the annual report.
170
NOTES TO THE
August 31, 2014
31.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks, particularly market risk (including currency risk, price
risk and interest rate risk), credit risk and liquidity risk. Where appropriate, the Group’s risk management policies seek
to minimise potential adverse effects of these risks on the financial performance of the Group.
Matters pertaining to risk management strategies and execution require the decision and approval of the Board of
Directors (“Board”).
Financial risk management is mainly carried out by a central treasury department (“Treasury & Investment”) in
accordance with policies approved by the Board. Treasury & Investment analyses its investment portfolio and works
closely with business units to identify, evaluate and hedge financial risks where appropriate. Guidelines for authority
levels and exposure limits are in place to prevent unauthorised transactions. The Board is regularly updated on the
Group’s financial investments and hedging activities.
The policies for managing these risks are summarised below.
(a)
Market risk
(i)
Currency risk
The currency risk of the Group arises mainly from its operational purchases of raw materials and
consumable stores and capital expenditure denominated in currencies other than the functional currency.
In addition, currency risk also arises from the Group’s foreign currency investments and from costs
incurred by its overseas news bureaus. The Group also has investments in foreign subsidiaries, associates
and jointly-controlled entities, whose net assets are exposed to currency translation risk.
Where appropriate, the Group enters into foreign exchange forward contracts and cross currency swaps
to hedge against its currency risk resulting from anticipated sale and purchase transactions in foreign
currencies, its foreign currency denominated investments and net assets of its foreign subsidiaries,
associates and jointly-controlled entities.
Annual Report 2014
171
NOTES TO THE
August 31, 2014
31.
FINANCIAL RISK MANAGEMENT (CONT’D)
(a)
Market risk (cont’d)
(i)
Currency risk (cont’d)
The Group’s currency exposure on its monetary financial assets and liabilities based on the information
provided to key management is as follows:
2014
SGD
USD
Others
Total
S$’000
S$’000
S$’000
S$’000
Financial assets
125,956
364,390
427,665
1,274
–
4,964
11,733
–
10,308
138,963
364,390
442,937
918,011
6,238
22,041
946,290
Financial liabilities
Borrowings
(289,999)
(1,802,472)
(3,063)
–
(8,558)
(3,004)
(301,620)
(1,805,476)
(2,092,471)
(3,063)
(11,562)
(2,107,096)
Net financial (liabilities)/assets
(1,174,460)
3,175
10,479
(1,160,806)
Less: Net financial liabilities/(assets)
denominated in the respective
entities’ functional currencies
1,174,460
–
(9,234)
1,165,226
Less: Firm commitments in
foreign currencies
–
(693)
(272)
(965)
Less: Currency forwards
–
(343,407)
(11,026)
(354,433)
Currency exposure
–
(340,925)
(10,053)
(350,978)
172
NOTES TO THE
August 31, 2014
31.
(a)
(i)
2013
Financial assets
Borrowings
Net financial (liabilities)/assets
Less: Net financial liabilities/(assets)
denominated in the respective
entities’ functional currencies
SGD
S$’000
USD
S$’000
Others
S$’000
Total
S$’000
129,825
534,053
456,957
1,181
–
1,954
11,051
–
6,487
142,057
534,053
465,398
1,120,835
3,135
17,538
1,141,508
(259,045)
(1,737,644)
(6,789)
–
(9,608)
(3,299)
(275,442)
(1,740,943)
(1,996,689)
(6,789)
(12,907)
(2,016,385)
(875,854)
(3,654)
875,854
–
4,631
(874,877)
(4,014)
871,840
foreign currencies
–
(1,241)
(689)
(1,930)
–
(130,222)
(27,558)
(157,780)
Currency exposure
–
(135,117)
(27,630)
(162,747)
Annual Report 2014
173
NOTES TO THE
August 31, 2014
31.
(a)
(i)
The Company’s currency exposure based on the information provided to key management is as follows:
2014
Financial assets
Borrowings
Net financial assets
Less: Net financial assets
denominated in the
Company’s functional
currencies
SGD
S$’000
USD
S$’000
Others
S$’000
Total
S$’000
1,793,366
179,982
185,755
769
–
3,188
300
–
328
1,794,435
179,982
189,271
2,159,103
3,957
628
2,163,688
(802,200)
(829,482)
(3,518)
–
(371)
–
(806,089)
(829,482)
(1,631,682)
(3,518)
(371)
(1,635,571)
527,421
(527,421)
439
257
–
–
foreign currencies
–
(693)
–
(6,112)
Currency exposure
–
(6,366)
(272)
–
(15)
528,117
(527,421)
(965)
(6,112)
(6,381)
174
NOTES TO THE
August 31, 2014
31.
(a)
(i)
2013
Financial assets
Borrowings
Net financial assets/(liabilities)
Less: Net financial assets
denominated in the
Company’s functional
currencies
SGD
S$’000
USD
S$’000
Others
S$’000
Total
S$’000
1,174,409
434,931
74,120
589
–
857
300
–
385
1,175,298
434,931
75,362
1,683,460
1,446
685
1,685,591
(699,911)
(828,921)
(6,165)
–
(671)
–
(706,747)
(828,921)
(1,528,832)
(6,165)
(671)
(1,535,668)
(4,719)
14
154,628
(154,628)
–
–
149,923
(154,628)
foreign currencies
–
(1,241)
(689)
(1,930)
Currency exposure
–
(5,960)
(675)
(6,635)
Annual Report 2014
175
NOTES TO THE
August 31, 2014
31.
(a)
(i)
If the USD change against the SGD by 5% (2013: 5%) with all other variables including tax rate being
held constant, the effects arising from the currency exposure will be as follows:
2014
Profit
after tax
S$'000
2013
Other
comprehensive
income
S$'000
Profit
after tax
S$'000
Other
comprehensive
income
S$'000
Increase/(Decrease)
Group
USD against SGD
- strengthened
- weakened
(14,148)
14,148
–
–
(5,607)
5,607
–
–
(264)
264
–
–
(247)
247
–
–
Company
USD against SGD
- strengthened
- weakened
(ii)
Price risk
The Group is exposed to equity securities price risk arising from its equity investments which are
classified either as available-for-sale or at fair value through profit or loss. To manage the price risk
arising from its investments in equity securities, the Group diversifies its portfolio across different
markets and industries, where appropriate.
If prices for equity securities changed by 20% (2013: 20%) with all other variables including tax rate
being held constant, the effects on profit after tax and other comprehensive income arising from the
change in valuation of the equity securities will be as follows:
2014
2013
Other
Other
Profit comprehensive
Profit comprehensive
after tax
income
after tax
income
S$'000
S$'000
S$'000
S$'000
Increase/(Decrease)
Group
Long-term and Short-term
investments
- increased by
- decreased by
1,788
(1,788)
222,626
(222,626)
2,914
(2,914)
143,043
(143,043)
Company
- increased by
- decreased by
–
–
8,600
(8,600)
–
–
10,820
(10,820)
176
NOTES TO THE
August 31, 2014
31.
(a)
(iii)
Interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of
a financial instrument will fluctuate due to changes in market interest rates.
The Group has cash balances placed with reputable banks and financial institutions, and investments
in bonds and government-related securities, which generate interest income for the Group. The Group
manages its interest rate risks by placing such balances on varying maturities and interest rate terms.
The Group’s debt comprises mainly bank borrowings and fixed rate notes taken up by the Company and
its subsidiaries to finance its operations. Where appropriate, the Group seeks to minimise its cash flow
interest rate risk exposure by entering into interest rate swap contract to swap floating interest rate for
fixed interest rate over the duration of its borrowings.
The Group’s and the Company’s borrowings at variable rates on which effective hedges have not been
entered into are denominated mainly in SGD.
Movements in interest rates will therefore have an impact on the Group. A change of 0.5% point (2013:
0.5% point) in interest rate at the reporting date would affect profit after tax and other comprehensive
income by the amounts shown below, assuming that all other variables remain constant.
2014
Profit
after tax
S$'000
2013
Other
comprehensive
income
S$'000
Profit
after tax
S$'000
Other
comprehensive
income
S$'000
Increase/(Decrease)
Group
Borrowings
- increased by
- decreased by
- increased by
- decreased by
(2,772)
2,772
(346)
346
–
–
(1,030)
1,030
(2,689)
2,689
(418)
418
–
–
(584)
584
Company
Borrowings
- increased by
- decreased by
(456)
456
–
–
(457)
457
–
–
177
Annual Report 2014
NOTES TO THE
August 31, 2014
31.
(b)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, thereby resulting
in financial loss to the Group. For trade receivables, the Group manages its credit risk through the application
of credit approvals, credit limits and monitoring procedures. Where appropriate, the Group obtains collateral
in the form of deposits, bankers’/insurance guarantees from its customers, and imposes cash terms and/or
advance payments from customers of lower credit standing. For other financial assets, the Group adopts the
policy of dealing only with high credit quality counterparties.
As at the balance sheet date, the Group has no significant concentration of credit risks.
The maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class
of financial instruments presented on the balance sheet which comprise mainly trade receivables, investments
in bonds and notes, and cash balances placed with banks. In addition, the Company is the primary obligor for an
unsecured composite advance facility which could be utilised by the Company and its designated subsidiaries.
The facility was not utilised as at August 31, 2014. In the previous financial year, S$0.8 million was utilised by
a subsidiary.
The credit risk for trade receivables based on the information provided to key management is as follows:
Group
By types of customers
Advertisement
Circulation
Multimedia
Broadcasting
Rental
Others
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
87,269
11,699
4,293
5,018
2,121
13,551
92,504
10,975
3,529
2,822
3,440
15,000
70,191
10,261
1,904
–
–
5,113
74,079
9,426
1,384
–
–
7,136
123,951
128,270
87,469
92,025
As at August 31, 2014, 40% - 60% (2013: 40% - 60%) of the trade receivables were backed by bankers’/
insurance guarantees and/or deposits from customers.
(i)
Financial assets that are neither past due nor impaired
Bank deposits and investments in bonds are neither past due nor impaired. Bank deposits are placed
with reputable banks and financial institutions. The Group’s bond portfolio is primarily invested in
investment grade securities. Trade receivables that are neither past due nor impaired are substantially
due from companies with a good collection track record with the Group.
178
NOTES TO THE
August 31, 2014
31.
(b)
Credit risk (cont’d)
(ii)
Financial assets that are past due and/or impaired
The age analysis of trade receivables past due but not impaired is as follows:
Group
Company
2014
S$’000
2013
S$’000
2014
S$’000
2013
S$’000
Past due 1 to 30 days
Past due over 90 days
23,735
20,845
10,936
11,554
8,811
4,018
4,223
7,884
3,175
3,644
4,030
1,129
2,032
2,204
862
802
40,787
35,548
18,127
15,422
The carrying amount of trade receivables individually determined to be impaired and the movements
in the related allowance for impairment are as follows:
Group
Gross amount
Less: Allowance for impairment
2013
S$’000
2014
S$’000
2013
S$’000
11,567
(11,567)
10,385
(10,385)
8,767
(8,767)
7,503
(7,503)
–
Company
2014
S$’000
–
–
–
Acquisition of a subsidiary
Allowance made [Note 25]
Allowance utilised
10,385
–
3,761
(2,552)
(27)
10,417
50
1,702
(1,843)
59
7,503
–
3,225
(1,961)
–
7,439
–
857
(793)
–
11,567
10,385
8,767
7,503
The basis of determining impairment is set out in the accounting policy Note 2(i)(v).
Annual Report 2014
179
NOTES TO THE
August 31, 2014
31.
(c)
Liquidity risk
Liquidity risk refers to the risk that the Group will encounter difficulty in meeting obligations associated
with financial liabilities. To manage liquidity risk, the Group monitors and maintains a level of cash and cash
equivalents to finance the Group’s operations and mitigate the effects of fluctuation in cash flows.
The table below analyses the maturity profile of the Group’s and the Company’s financial liabilities (including
derivative financial liabilities) based on contractual undiscounted cash flows.
Less
than 1
year
S$'000
Between
1 and 2
years
S$'000
Between
2 and 5
years
S$'000
Over 5
years
S$'000
Group
At August 31, 2014
Net-settled interest rate swap
Gross-settled currency forwards
- Receipts
- Payments
Borrowings
(6,390)
(4,211)
(28)
1,487
354,428
(353,879)
(266,745)
(949,724)
–
–
(13,210)
(298,407)
–
–
(21,167)
(322,708)
–
–
(498)
(303,724)
(1,222,310)
(315,828)
(343,903)
(302,735)
(6,079)
(4,412)
156,602
(157,780)
(241,416)
(34,353)
–
–
(14,703)
(623,869)
–
–
(19,323)
(880,713)
–
–
–
(308,586)
(283,026)
(642,984)
(898,336)
(299,827)
At August 31, 2013
- Receipts
- Payments
Borrowings
1,700
8,759
Company
At August 31, 2014
- Receipts
- Payments
Borrowings
(330)
–
–
–
6,115
(6,112)
(806,089)
(839,987)
–
–
–
–
–
–
–
–
–
–
–
–
(1,646,403)
–
–
–
At August 31, 2013
Borrowings
(456)
(706,747)
(19,187)
15
–
(610,757)
–
–
(231,460)
–
–
–
(726,390)
(610,742)
(231,460)
–
180
NOTES TO THE
August 31, 2014
31.
(d)
Capital management
The Group’s objectives for managing capital are to safeguard the Group’s ability to continue as a going concern
and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or
achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital
to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce
borrowings.
The total capital of the Group and the Company as at the balance sheet dates is represented by the respective
“Shareholders’ interests” as presented on the balance sheets.
Management uses the “Return on Shareholders’ Funds” as a measure of efficiency in managing capital. The “Return
on Shareholders’ Funds” is calculated as profit attributable to shareholders divided by shareholders’ interests.
The “Return on Shareholders’ Funds” was 11.0% per annum for the current financial year ended August 31, 2014
(2013: 12.2% per annum) and is in line with the Group’s objectives. The “Return on Shareholders’ Funds” for the
last 5 years was between 11.0% and 22.4%.
(e)
Fair value measurements
The following table presents assets and liabilities measured at fair value and classified by level of the following
fair value measurement hierarchy:
(i)
(ii)
(iii)
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
Inputs for the asset and liability that are not based on observable market data (unobservable inputs)
(Level 3).
Group
Level 1
S$'000
Level 2
S$'000
Level 3
S$'000
Total
S$'000
2014
Assets
Financial assets at fair value through
profit or loss
–
–
3,860,451
3,860,451
64,347
1,103,596
–
–
377,702
899
–
85,647
–
64,347
1,566,945
899
Total assets
1,167,943
378,601
3,946,098
5,492,642
Liabilities
–
(9,413)
–
(9,413)
Annual Report 2014
181
NOTES TO THE
August 31, 2014
31.
(e)
Fair value measurements (cont’d)
Group
Level 1
S$'000
Level 2
S$'000
Level 3
S$'000
Total
S$'000
2013
Assets
Financial assets at fair value through
profit or loss
–
–
3,672,565
3,672,565
56,278
1,282,617
–
–
66,739
273
–
57,947
–
56,278
1,407,303
273
Total assets
1,338,895
67,012
3,730,512
5,136,419
Liabilities
–
(2,779)
–
(2,779)
Level 1
S$'000
Level 2
S$'000
Company
Level 3
S$'000
Total
S$'000
250,534
–
–
3
–
–
250,534
3
250,534
3
–
250,537
2014
Assets
Liabilities
–
(303)
–
(303)
2013
Assets
634,034
–
–
634,034
Liabilities
–
(372)
–
(372)
The assessment of the fair value of unquoted financial instruments is performed on a quarterly basis by the
Group’s finance department. The determination of the fair value of investment properties is performed on an
annual basis by external independent property valuers having appropriate recognised professional qualifications
and experience in the category of property being valued. Management reviews the appropriateness of the
valuation methodologies and assumptions adopted and addresses any significant issues that may arise.
182
NOTES TO THE
August 31, 2014
31.
(e)
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance
sheet date. The quoted market price used for financial assets held by the Group is the current bid price. These
instruments are included in Level 1.
The fair value of financial instruments that are not traded in an active market is determined from information
provided by financial institutions and issuers using valuation techniques with observable inputs that are
based on market information existing at each balance sheet date. These financial instruments are included in
Level 2.
Where a valuation technique for financial instruments is based on significant unobservable inputs, such
instruments are included in Level 3. The fair value of investment properties and available-for-sale financial
assets included in Level 3 is determined as follows:
Description
Inter-relationship between
significant unobservable inputs
and fair value measurement
Valuation
Technique(s)
Significant
Unobservable Inputs
Capitalisation
approach
- Capitalisation rate:
3.8% to 5.0%
The estimated fair value varies
inversely with the capitalisation
rate.
Discounted
cashflow
approach
- Discount rate:
6.5% to 7.5%
inversely with the discount rate.
Comparable sales
method
- Comparable sales
prices: S$1,100psf
to S$2,000psf
with comparable sales prices.
Capitalisation
approach
- Capitalisation rate:
5.0%
inversely with the capitalisation
rate.
Completed
- Retail, residential
and commercial
Under construction
- Retail
Investment funds
Net asset value
Net asset value*
N.A.
Equities
Net tangible assets
Net tangible assets**
N.A.
*
Fair value of unquoted investment funds is determined by reference to the underlying asset value of the investee companies, which comprise
mainly investment properties at fair value.
**
Fair value of unquoted equities is determined by reference to the underlying net tangible assets of the investee companies.
N.A.
Not applicable
Annual Report 2014
183
NOTES TO THE
August 31, 2014
31.
(e)
Movements in Level 3 assets are as follows:
Group
Investment
properties
S$’000
Available-for-sale
financial assets
Investment
funds
Equities
S$'000
S$'000
2014
At September 1, 2013
Purchases
Disposals
Gains and losses recognised in income statement
Gains and losses recognised in other comprehensive income
Transferred out to Level 2
3,672,565
78,810
–
109,076
–
–
52,575
40,020
(4,519)
(6,353)
3,191
–
5,372
695
–
(713)
113
(4,734)
At August 31, 2014
3,860,451
84,914
At September 1, 2012
Purchases
Disposals
Gains and losses recognised in income statement
Gains and losses recognised in other comprehensive income
3,517,147
44,011
–
111,407
–
45,395
12,890
(1,721)
(5,369)
1,380
4,251
473
–
–
648
At August 31, 2013
3,672,565
52,575
5,372
733
2013
During the financial year, an available-for-sale financial asset was transferred from Level 3 to Level 2 as
observable market data becomes available.
(f)
Financial assets and liabilities not measured at fair value but for which fair values are disclosed
Group
Level 1
S$'000
Level 2
S$'000
Level 3
S$'000
Total
S$'000
604,992
35,994
–
640,986
Level 1
S$'000
Level 2
S$'000
Company
Level 3
S$'000
Total
S$'000
604,992
–
–
604,992
2014
Liabilities
Borrowings
2014
Liabilities
Borrowings
184
NOTES TO THE
August 31, 2014
31.
(g)
Fair Value
The basis for fair value measurement of financial assets and liabilities is set out in Notes 7(h) and 31(e). The
fair values of other financial assets and liabilities approximate their carrying amounts.
(h)
Financial instruments by category
2014
Group
Loans and
receivables
S$'000
Financial
assets at
fair value
through
profit
or loss
S$'000
Availablefor-sale
financial
assets
S$'000
Total
S$'000
138,963
–
–
–
442,937
–
–
64,347
899
–
–
603,266
963,679
–
–
138,963
603,266
1,028,026
899
442,937
581,900
65,246
1,566,945
2,214,091
Derivatives
used for
hedging
S$'000
Other
financial
liabilities at
amortised
cost
S$'000
Total
S$'000
Assets as per balance sheet
excluding non-financial instruments
Bank balances and fixed deposits
Financial
liabilities at
fair value
through
profit or loss
S$'000
Liabilities as per balance sheet
Borrowings
–
–
(353)
–
–
(9,060)
(301,620)
(1,805,476)
–
(301,620)
(1,805,476)
(9,413)
(353)
(9,060)
(2,107,096)
(2,116,509)
Annual Report 2014
185
NOTES TO THE
August 31, 2014
31.
(h)
Financial instruments by category (cont’d)
2013
Group
Loans and
receivables
S$'000
Financial
assets at
fair value
through
profit
or loss
S$'000
Availablefor-sale
financial
assets
S$'000
Total
S$'000
142,057
–
–
–
465,398
–
–
56,278
273
–
–
482,050
925,253
–
–
142,057
482,050
981,531
273
465,398
607,455
56,551
1,407,303
2,071,309
Derivatives
used for
hedging
S$'000
Other
financial
liabilities at
amortised
cost
S$'000
Total
S$'000
Financial
liabilities at
fair value
through
profit or loss
S$'000
Borrowings
–
–
(1,427)
–
–
(1,352)
(275,442)
(1,740,943)
–
(275,442)
(1,740,943)
(2,779)
(1,427)
(1,352)
(2,016,385)
(2,019,164)
186
NOTES TO THE
August 31, 2014
31.
(h)
2014
Loans and
receivables
S$'000
Company
Financial
assets at
fair value
Availablethrough
for-sale
profit
financial
or loss
assets
S$'000
S$'000
Total
S$'000
Derivatives financial instruments
1,794,435
–
–
–
189,271
–
–
–
3
–
–
42,998
207,536
–
–
1,794,435
42,998
207,536
3
189,271
1,983,706
3
250,534
2,234,243
Derivatives
used for
hedging
S$'000
Other
financial
liabilities at
amortised
cost
S$'000
Total
S$'000
Borrowings
–
–
(303)
(806,089)
(829,482)
–
(806,089)
(829,482)
(303)
(303)
(1,635,571)
(1,635,874)
Annual Report 2014
187
NOTES TO THE
August 31, 2014
31.
(h)
2013
Loans and
receivables
S$'000
Company
Availablefor-sale
financial
assets
S$'000
1,175,298
–
–
75,362
–
54,098
579,936
–
1,175,298
54,098
579,936
75,362
1,250,660
634,034
1,884,694
Derivatives
used for
hedging
S$’000
Other
financial
liabilities at
amortised
cost
S$’000
Total
S$’000
–
–
(372)
(706,747)
(828,921)
–
(706,747)
(828,921)
(372)
(372)
(1,535,668)
(1,536,040)
Total
S$'000
Borrowings
188
NOTES TO THE
August 31, 2014
32.
RELATED PARTY TRANSACTIONS
(a)
Sales and purchases of goods and services
Group
Rental income from non-controlling interest
Fees paid to a firm of which a director is a member
++
2014
S$'000
2013
S$'000
–
1,906
260
1,755++
Included fees related to the listing of SPH REIT.
(b)
Key management personnel compensation and transactions
Key management personnel compensation and transactions are as follows:
Group
Remuneration and other short-term employee benefits
Employers’ contribution to defined contribution plans
Staff loans granted to key management personnel
2014
S$'000
2013
S$'000
20,906
562
3,300
20,875
519
3,980
24,768
25,374
430
335
The above includes total emoluments of the Company’s directors of S$4.3 million (2013: S$4.1 million).
33.
SEGMENTAL INFORMATION
(a)
Operating segments
Management has determined the operating segments based on the reports provided to the Chief Executive
Officer (CEO) of the Company that are used to make strategic decisions.
The Group is organised into three major operating segments, namely Newspaper and Magazine, Property, and
Treasury and Investment. The Newspaper and Magazine segment is involved in the production of content for
distribution on print and multimedia platforms including the Internet and mobile devices. The Property segment
holds, manages and develops properties of the Group. The Treasury and Investment segment manages the
investment activities of the Group. Other operations under the Group, which are currently not significant to
be reported separately, are included under “Others”. These comprise the Group’s businesses and investments
in online classified, organising events and exhibitions, online investor relations and financial portal services,
book publishing and distribution, radio and television broadcasting, and the New Media Fund.
Segment performance is evaluated based on profit/(loss) before taxation which is used as a measure of
performance as management believes this is most relevant in evaluating the results of the segments.
Inter-segment pricing is determined on mutually agreed terms. Segment results, assets and liabilities include
items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Annual Report 2014
189
NOTES TO THE
August 31, 2014
33.
SEGMENTAL INFORMATION (CONT’D)
(a)
Operating segments (cont’d)
Information regarding the results of each reportable segment is included in the table below.
2014
Newspaper
and
Magazine
S$’000
Operating revenue
External sales
Inter-segmental sales
Total operating revenue
Result
Segment result
Finance costs
Interest income
Fair value change on
investment properties
Share of net profit/(loss)
of associates and
jointly-controlled entities
Gain on partial divestment of
a jointly-controlled entity
Taxation
Profit attributable to
Shareholders
Other information
Segment assets
Segment assets includes:
Investments in associates/
Additions to:
- property, plant and
equipment
- investment properties
- intangible assets
Segment liabilities
Treasury
and
Property Investment
S$’000
S$’000
Others Eliminations Consolidated
S$’000
S$’000
S$’000
931,686
7,779
939,465
204,985
1,937
206,922
78,513
2,984
81,497
243,382
(135)
110
148,054
(18,066)
333
–
–
–
47,279
(16,860)
–
–
109,076
–
3,024
–
–
–
246,381
–
239,397
–
30,419
(6,927)
(5)
13
–
(12,700)
(12,700)
–
–
–
431,788
(35,066)
456
–
109,076
(33,750)
–
(30,726)
52,863
12,194
–
–
52,863
528,391
(57,655)
470,736
(66,450)
–
404,286
545,233 3,997,090 1,913,816
195,257
–
6,651,396
34,038
–
–
51,003
–
85,041
17,537
–
2,723
366
78,810
–
–
–
–
1,021
–
8,949
–
–
–
18,924
78,810
11,672
189,755 1,311,515
600,629
45,911
–
2,147,810
60,502
46,901
2,255,213
Consolidated total liabilities
Depreciation
Amortisation of intangible
assets
Impairment of property, plant
and equipment
1,215,184
–
1,215,184
52,002
385
–
1,945
–
54,332
2,065
–
–
7,549
–
9,614
9,798
–
–
–
–
9,798
190
NOTES TO THE
August 31, 2014
33.
(a)
Operating segments (cont’d)
2013
Newspaper
and
Magazine
S$’000
Operating revenue
External sales
Inter-segmental sales
Total operating revenue
Result
Segment result
Finance costs
Interest income
Fair value change on
investment properties
Share of net profit/(loss)
of associates and
Profit/(loss) before taxation
Taxation
Profit attributable to
Shareholders
Other information
Segment assets
Segment assets includes:
Investments in associates/
Additions to:
- property, plant and
equipment
- investment properties
- intangible assets
Segment liabilities
Treasury
and
Property Investment
S$’000
S$’000
Others Eliminations Consolidated
S$’000
S$’000
S$’000
991,220
5,260
996,480
198,139
1,957
200,096
50,093
2,075
52,168
288,678
(137)
74
141,150
(30,344)
204
–
–
–
12,817
(1,432)
–
–
111,407
–
4,725
293,340
–
222,417
–
11,385
(27,774)
(12)
35
–
(10,292)
(38,043)
–
(9,292)
(9,292)
–
–
–
414,871
(31,925)
313
–
111,407
–
–
(5,567)
489,099
(54,797)
434,302
(3,348)
430,954
597,550
3,865,917
1,717,451
192,436
–
6,373,354
33,330
–
–
28,918
–
62,248
22,359
–
–
1,625
44,011
–
–
–
–
1,955
–
61,061
–
–
–
25,939
44,011
61,061
189,476
1,233,455
602,453
21,333
–
2,046,717
Consolidated total liabilities
Depreciation
Amortisation of intangible
assets
Write-back of impairment
of property, plant and
equipment
Impairment of goodwill
Impairment of intangible
assets
Allowance for impairment of
associates
1,239,452
–
1,239,452
69,613
41,318
2,157,648
55,223
535
–
2,359
–
58,117
2,499
–
–
5,590
–
8,089
(1,499)
11,816
–
–
–
–
–
–
–
–
(1,499)
11,816
3,786
–
–
–
–
3,786
–
–
–
4,582
–
4,582
Annual Report 2014
191
NOTES TO THE
August 31, 2014
33.
(b)
Geographical segments
The principal geographical area in which the Group operates is Singapore. The Group’s overseas operations
comprise mainly publishing and distributing magazines, holding overseas investments, providing marketing
and editorial services and providing online search, directories and classified services.
Operating revenue
2014
2013
S$’000
S$’000
Singapore
Other countries
Non-current assets
2014
2013
S$’000
S$’000
Total assets
2014
2013
S$’000
S$’000
1,170,375
44,809
1,196,951
42,501
4,979,011
32,133
4,689,655
33,330
6,592,575
58,821
6,320,298
53,056
1,215,184
1,239,452
5,011,144
4,722,985
6,651,396
6,373,354
34.
NEW OR REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS
Certain new standards and amendments and interpretations to existing standards have been published and are
mandatory for the Group’s accounting periods beginning on or after September 1, 2014 or later periods for which
the Group has not early adopted. The management anticipates that the adoption of these standards, amendments
and interpretations will not have a material impact on the financial statements of the Group and of the Company.
35.
AUTHORISATION OF FINANCIAL STATEMENTS
On October 15, 2014, the Board of Directors of Singapore Press Holdings Limited authorised these financial statements
for issue.
192
OPERATING COMPANIES
OF THE GROUP
As at August 31, 2014
SUBSIDIARIES
Name of Subsidiary
Country of
Incorporation
701Sou (Hong Kong) Pte Ltd
Holding investments
Hong Kong
Bizlink Exhibition Services Pte. Ltd.
Exhibitions/ convention/ conference organisers
Singapore
Blu Inc Holdings (Malaysia) Sdn. Bhd.
Holding investments and providing
management support services
Malaysia
Blu Inc Media (HK) Limited
Publishing magazines and providing
editorial and other services
Hong Kong
Blu Inc Media China
Advertising and promoting the magazine
publishing business
The People's
Republic of China
Blu Inc Media Sdn. Bhd.
Publishing and distributing magazines and books
Malaysia
CT Point Investments Pte. Ltd.
Holding investments
Singapore
Digi Ventures Private Limited
Fund management and holding investments
Singapore
Exhibits Inc Pte. Ltd.
Exhibitions/ convention/ conference organisers
Singapore
Focus Publishing Ltd
Publishing magazines and providing
editorial services
Singapore
Invest Learning Pte. Ltd.
Holding investments
Singapore
Invest Media Pte. Ltd.
Holding investments
Singapore
Moon Holdings Pte. Ltd.
Holding investments
Singapore
New Beginnings Management
Consulting (Shanghai) Company Limited
Business management and
consultancy services
The People's
Republic of China
PE One Pte. Ltd.
Holding investments
Singapore
Quotz Pte. Ltd.
Providing online system for sales of vehicles
and related services
Singapore
SGCM Pte. Ltd.
Providing online classified services for cars
Singapore
Shareinvestor Pte Ltd
Providing online investor relations services,
developing applications and operating
a financial portal
Singapore
Shareinvestor.com Holdings Pte Ltd
Holding investments and providing
management services
Singapore
SI Portal.com Sdn Bhd
a financial portal
Malaysia
Sin Chew Jit Poh (Singapore) Limited
Singapore
Annual Report 2014
OPERATING COMPANIES
OF THE GROUP
SUBSIDIARIES (CONT’D)
Country of
Incorporation
Name of Subsidiary
(Overseas) Limited
Providing marketing and other services
and holding investments
Singapore
SPH (Americas) Pte Ltd
Providing news reporting services
Singapore
SPH AlphaOne Pte. Ltd.
Holding investments
Singapore
SPH Buzz Pte. Ltd.
Franchising kiosks to third party operators
Singapore
SPH Data Services Pte Ltd
Licensing copyrights and trademarks
Singapore
SPH Digital Media Pte. Ltd.
Providing online investor relation services
Singapore
SPH Digital Media Sdn. Bhd.
Providing sales agent services to its ultimate
holding corporation
Malaysia
SPH Interactive International Pte. Ltd.
Licensing software, providing technical services
Singapore
SPH Interactive Pte. Ltd.
Holding investments
Singapore
SPH Magazines Pte Ltd
Publishing magazines, providing online marketing
services and editorial services and holding
investments
Singapore
SPH Media Fund Pte. Ltd.
Holding investments
Singapore
SPH Net Pte. Ltd.
Holding investments
Singapore
SPH REIT Management Pte. Ltd.
Property fund management
Singapore
SPH Retail Property Management
Services Pte. Ltd.
Managing shopping centres
Singapore
SPH Radio Private Limited
Radio broadcasting
Singapore
SPHM Pte Ltd
Publishing and distributing magazines
Singapore
Sphere Exhibits Pte. Ltd.
Events/ exhibitions/ conventions/ conference
organisers and holding investments
Singapore
Sphere Exhibits Malaysia Sdn. Bhd.
Management and promotion of events, exhibitions
and meetings
Malaysia
Straits Times Press Pte. Ltd.
Publishing and distributing of books
Singapore
Tamil Murasu Ltd
Publishing newspapers
Singapore
The Straits Times Press (1975) Limited
Holding investments
Singapore
TPR Holdings Pte. Ltd.
Holding investments
Singapore
193
194
OPERATING COMPANIES
OF THE GROUP
ASSOCIATES
Name of Associate
Country of
Incorporation
Beerfest Asia Pte. Ltd.
Organising, staging, operating and managing the event
Singapore
The Chope Group Pte. Ltd.
Provide service automation technology and online
reservations portal
Singapore
Conversion Hub Marketing Pte. Ltd.
Providing social media advertising
Singapore
Hardwarezone Philippines Corporation
Publishing, advertising and providing online services
Philippines
Kyosei Ventures Pte. Ltd.
Providing online marketing and technology services
Singapore
Magzter Inc.
Self-service digital magazine store and newsstand
United States
MediaCorp Press Ltd
Production and distribution of newspapers
Singapore
MediaCorp TV Holdings Pte. Ltd.
Provision and marketing of television broadcasting
services, production and distribution of television
programmes and music albums
Singapore
MI Publishing (HK) Co. Limited
Publishing magazines
Hong Kong
MindChamps Preschool
(Worldwide) Pte. Limited
Operating and franchising of early childhood
curriculum and enrichment programmes and related
investment holdings
Singapore
SI.com (Thailand) Co. Ltd
a financial portal
Thailand
JOINTLY-CONTROLLED ENTITIES
Name of Jointly-controlled Entity
Country of
Incorporation
701Search Pte. Ltd.
Online businesses
Singapore
701Search, Inc.
Providing online search, directories and
classifieds services
Philippines
701 Ventures Pte. Ltd.
Providing online classifieds services
Singapore
Cho Tot Company Limited
Vietnam
Mudah.my Sdn. Bhd.
Malaysia
PT 701Search
Indonesia
Annual Report 2014
OVERSEAS BUREAUS
AUSTRALIA
CHINA (GUANGZHOU)
CHINA (HONG KONG)
ST Cynthia Low
Tel 61-2-9449 3767
[email protected]
Room 1106, Peace World Plaza
362-366, Huanshi Dong Road
Guangzhou 510060
Guangdong Province, P.R. China
1308, 13th Floor, Tower Two
Lippo Centre, No. 89 Queensway
Hong Kong
CHINA (BEIJING)
8th Floor, Unit 05
Raffles City Beijing Office Tower
No. 1 Dongzhimen South Street
Dongcheng District
Beijing 100007, P.R. China
ST Kor Kian Beng
Tel 86-10-6418 1577
86-10-6418 1578
HP 86-1590-122 5935
Fax 86-10-6418 1580
[email protected]
Esther Teo
Tel 86-10-6418 1577
86-10-6418 1578
HP 86-1888-897 2095
Fax 86-10-6418 1580
[email protected]
Rachel Chang Wenqi
Tel 86-10-6418 1577
86-10-6418 1578
HP 86-1391-113 9812
Fax 86-10-6418 1580
[email protected]
ZB Chua Eng Wee
Tel 86-10-6418 1587
HP 86-1391-124 2894
Fax 86-10-6418 1584
[email protected]
Teo Woan Yee
Tel 86-10-6418 1587
HP 86-1281-090 7437
Fax 86-10-6418 1584
[email protected]
ZB Sim Tze Wei
Tel 86-20-8374 0537
Fax 86-20-8374 0512
[email protected]
Mktg Zhang Mingshi
Tel 86-208 374 0537
HP 86-138 2610 1468
Fax 86-20 8374 0512
[email protected]
ST Li Xueying
Tel 852-6492 5164
[email protected]
ZB Norman Yik
Tel 852-2524 6191
Fax852-2524 7394
[email protected]
Mktg Don Li
Tel 852-2877 9076
Fax852-2522 0950
[email protected]
Echo Cheung
Tel 852-2877 9076
Fax852-2522 0950
[email protected]
Amanda So
Tel 852-2877 9076
Fax852-2522 0950
[email protected]
CHINA (SHANGHAI)
Room 1309B, 13th Floor,
Lansheng Building
8 Huaihai Road Centre
Shanghai 200021, P.R. China
ZB Gu Gong Lei
Tel 86-21-6319 1992
83-21-6319 1995
HP 86-13-9761 4631
Fax 86-21-6319 1991
[email protected]
195
196
OVERSEAS BUREAUS
EUROPE
INDONESIA (JAKARTA)
JAPAN (TOKYO)
BT Neil Behrmann
[email protected]
Suite 1401, 14th Floor
Deutsche Bank Building
Jalan Imam Bonjol 80
Jakarta 10310, Indonesia
BT Anthony Rowley
Tel81-3-5467 4656
Fax81-3-5467 4656
[email protected]
ST Syed Zakir Hussain
Tel62-21-3983 1472
HP 62-81-1984 8922
Fax62-21-3983 1466
[email protected]
ZB Foo Choo Wei
Tel090-8567 9193
[email protected]
202 Drake House, Dolphin Square
London SW1V 3NN
United Kingdom
ST Jonathan Eyal
Tel 44-78-0313 8213
Fax44-20-7930 5854
[email protected]
INDIA (NEW DELHI)
ST Nirmala Ganapathy
HP 91-9891 257 047
[email protected]
INDO CHINA
ST Nirmal Ghosh
HP 66-8-9897 0802
Fax66-2-664 2070
[email protected]
Wahyudi Soeriaatmadja
Tel62-21-3983 1469
HP 62-81-6851 600
Fax62-21-3983 1466
[email protected]
Zubaidah Nazeer Mudin
Tel62-21-3983 1469
HP 62-81-5936 7276
Fax62-21-3983 1466
[email protected]
General Line : 62-21-3983 1465
ST Kwan Weng Kin
Tel81-3-3442 4258
Fax 81-3-3442 4258
[email protected]
5-A, 6-28, Akasaka 6-chome,
Minato-ku, Tokyo 107-0052
Japan
Mktg Hiroshi Okawa
Tel81-3-3582 6259
Fax81-3-3582-6259
[email protected]
Maki Ichihara
[email protected]
Annual Report 2014
197
OVERSEAS BUREAUS
KOREA (SEOUL)
PHILIPPINES (MANILA)
U.S.A. (OHIO)
ZB Kang Gwi Young
Tel010-8940 3982
[email protected]
ST Raul Dancel
Tel63-915-699 9735
[email protected]
ST Paul Zach
Tel 1-440-212 4125
[email protected]
MALAYSIA (KUALA LUMPUR)
TAIWAN (TAIPEI)
U.S.A. (WASHINGTON)
Suite 11A, Level 11, Etiqa Twins
Tower 2, No. 11 Jalan Pinang
50450 Kuala Lumpur
Malaysia
12F-3, No. 57 Section 1
Chong Qing, South Road
Zhong Zheng District
Taipei City 10048, Taiwan (R.O.C.)
National Press Building
Suite 916, 529 14th Street., NW
Washington, DC 20045
U.S.A
ST Carolyn Hong
Tel02-03-2162 0011
Fax02-03-2164 6439
[email protected]
ZB Woo Mun Kit
Tel886-2-2383 2732
Fax886-2-2375 7822
[email protected]
ST Jeremy Au Yong
Tel 1-202-662 8728
Fax1-202-662 8729
[email protected]
Shannon Teoh
Tel02-03-2162 0011
[email protected]
THAILAND (BANGKOK)
Melissa Sim
Tel 1-202-662 8728
Fax1-202-662 8729
[email protected]
BT S Jayasankaran
Tel60-12-305 8995
[email protected]
Pauline Ng
Tel60-19-283 8403
[email protected]
Unit A-19-5 Northpoint Office
Mid Valley City
No 1 Jalan Medan Syed Putra Utara
59200 Kuala Lumpur
Mktg Janise Low
Tel603-2287 2262
Fax603 2287 2201
[email protected]
Violet Poh
Tel603-2287 2262
Fax603 2287 2201
[email protected]
Wong Siang Ling
Tel603-2287 2262
Fax603 2287 2201
[email protected]
Jenny Yap
Tel603-2287 2262
Fax603 2287 2201
[email protected]
ST Tan Hui Yee
Tel 66-8-9811 1854
[email protected]
SHANGHAI INVESTMENT OFFICE
U.S.A. (MARYLAND)
BT Leon Hadar
[email protected]
Room 1302, Block A
No. 868 East Longhua Road
Shanghai 200023, P.R. China
ST Loo Chin Wah
New Beginnings Management
Consulting (Shanghai)
Company Limited
Tel 86-21-6319 1989
Fax86-21-6319 1991
[email protected]
198
PROPERTIES OF THE GROUP
TENURE
EXPIRY DATE
OF LEASE
LAND
(SQM)
BUILT-IN
(SQM)
EXISTING
USE
EFFECTIVE
GROUP
INTEREST (%)
Media Centre
82 Genting Lane
Leasehold
July 15, 2040
24,892
49,131
Industrial
100
Print Centre
2 Jurong Port Road
Leasehold
June 8, 2034
110,075
102,152
Industrial
100
News Centre
1000 Toa Payoh North
Leasehold
March 2, 2031
21,730
54,296
Industrial
100
Leasehold
October 15, 2068
-
554
Commercial
100
Leasehold
May 6, 2878
1,721
488
Residential
100
42 Nassim Road
Freehold
-
1,406
686
Residential
100
42A Nassim Road
Freehold
-
1,444
645
Residential
100
42B Nassim Road
Freehold
-
1,418
645
Residential
100
Paragon
290 Orchard Road
Freehold
-
17,355
94,307
Commercial
100
The Clementi Mall
Commonwealth Avenue West/
Clementi Avenue 3
Leasehold
August 31, 2109
-
26,976
Commercial
60
The Seletar Mall
Sengkang West Avenue/
Fernvale Road
(under construction)
Leasehold
April 17, 2111
8,790
26,370
Commercial
70
Freehold
-
-
117
Residential
100
Leasehold
February 14, 2059 -
368
Commercial
100
New Beginnings
Room 1302, Block A,
No. 868 East Longhua Road,
Shanghai 200023, PRC
Leasehold
February 17, 2058 170
111
Commercial
100
Blu Inc Media China
Unit 1902-1905,
No. 425, Yishan Road,
Xuhui District, Shanghai
Leasehold
August 27, 2054
461
Commercial
100
LOCATION
SINGAPORE
Manhattan House
151 Chin Swee Road
Units #01-39 to #01-48
and #01-51 to #01-56
20A Yarwood Avenue
MALAYSIA
Awana Condominium
Unit 3544
Genting Highlands
HONG KONG
Tower Two, Lippo Centre
Unit 1308 13th Floor
89 Queensway,
Hong Kong
CHINA
647
Annual Report 2014
199
OPTIONS AND AWARDS
Details of the options and awards granted to a Director under the Singapore Press Holdings Group (1999) Share Option
Scheme (“1999 Scheme”) and the SPH Performance Share Plan (“Share Plan”) are as follows:
1999 Scheme
Name of Director
Chan Heng Loon Alan
Aggregate
options
outstanding
as at 31.8.14
Number of
new ordinary
shares issued
pursuant
to exercise
of options
during the
financial year
under review
Number of
existing
ordinary
shares
transferred
pursuant
to exercise
of options
during the
financial
year under
review
950,000
1,175,000
–
–
Aggregate
awards
outstanding
as at 1.9.13
Aggregate
awards
granted since
commencement
of Share Plan on
5.12.06 to
31.8.14
Aggregate
awards
released during
the financial
year under
review
Aggregate
awards
outstanding
as at 31.8.14
Up to
1,145,900
Up to
2,860,500
173,100
Up to
1,208,400
Aggregate
options
outstanding
as at 1.9.13
Aggregate
options
granted and
accepted since
commencement
of 1999 Scheme
on 16.07.99 to
31.8.14
Aggregate
options
exercised since
commencement
of 1999 Scheme
on 16.07.99
to 31.8.14
1,175,000
2,125,000
Share Plan
Name of Director
Chan Heng Loon Alan
In respect of the 1999 Scheme and the Share Plan:
1.
The 1999 Scheme has been terminated with regard to the grant of further options. No options were granted under
the 1999 Scheme during the financial year under review.
2.
The Rules of the 1999 Scheme do not allow for options to be granted at a discount.
3.
Details of the ordinary shares delivered pursuant to awards granted under the Share Plan are set out in the Notes to
the Accounts. The prices at which the ordinary shares were purchased have been previously announced.
4.
No options or awards under the 1999 Scheme and the Share Plan have been granted to controlling shareholders of
the Company or their associates.
5.
No participant has received 5% or more aggregate of (a) the total number of new ordinary shares available under the
Share Plan and 1999 Scheme collectively, and (b) the total number of existing ordinary shares delivered pursuant to
awards released under the Share Plan and options exercised under the 1999 Scheme.
Copies of the 1999 Scheme and the Share Plan Rules are available for inspection at the Company’s registered office.
200
SHAREHOLDING
STATISTICS
As at 8 October 2014
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of Shareholdings
No. of
Shareholders
%
No. of Shares
1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 and above
1,453
45,109
12,560
85
2.46
76.19
21.21
0.14
616,711
180,364,049
592,159,418
826,744,121
0.04
11.27
37.01
51.68
TOTAL
59,207
100.00
1,599,884,299
100.00
*
%*
Shareholdings exclude 764,822 treasury shares
TWENTY LARGEST ORDINARY SHAREHOLDERS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
*
Name of Shareholder
No. of Shares
% of
Shares*
CITIBANK NOMINEES SINGAPORE PTE LTD
DBS NOMINEES PTE LTD
HSBC (SINGAPORE) NOMINEES PTE LTD
DBSN SERVICES PTE LTD
UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED
BANK OF SINGAPORE NOMINEES PTE LTD
RAFFLES NOMINEES (PTE) LTD
UOB KAY HIAN PTE LTD
LEE FOUNDATION STATES OF MALAYA
LEE PINEAPPLE COMPANY PTE LTD
BNP PARIBAS SECURITIES SERVICES PTE LTD
OCBC NOMINEES SINGAPORE PRIVATE LIMITED
LEUNG KAI FOOK MEDICAL COMPANY PTE LTD
CHAN SIEW KIM ALICE
ESTATE OF TAN ENG SIAN, DECEASED
PHAY THONG HUAT PTE LTD
LEE FOUNDATION
NANYANG PRESS (SINGAPORE) LIMITED
DB NOMINEES (SINGAPORE) PTE LTD
YONG YING-I
167,795,665
159,300,593
78,243,839
56,732,852
41,579,726
27,885,858
23,573,416
18,465,785
15,215,522
12,750,000
12,559,710
10,866,097
10,540,350
10,000,000
8,838,754
8,582,000
8,210,940
7,973,824
7,701,618
6,600,000
10.49
9.96
4.89
3.55
2.60
1.74
1.47
1.15
0.95
0.80
0.79
0.68
0.66
0.63
0.55
0.54
0.51
0.50
0.48
0.41
TOTAL
693,416,549
43.35
Shareholdings exclude 764,822 treasury shares
Annual Report 2014
201
SHAREHOLDING
STATISTICS
As at 8 October 2014
DISTRIBUTION OF MANAGEMENT SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of Shareholdings
No. of
Shareholders
1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 and above
11
0
3
6
TOTAL
20
%
No. of Shares
%
55.00
0.00
15.00
30.00
48
0
2,193,317
14,168,404
0.00
0.00
13.41
86.59
100.00
16,361,769
100.00
No. of Shares
% of
Shares
3,698,297
2,748,829
2,674,219
2,176,119
1,554,362
1,316,578
876,797
658,260
658,260
8
40
22.60
16.80
16.35
13.30
9.50
8.05
5.36
4.02
4.02
0.00
0.00
16,361,769
100.00
HOLDERS OF MANAGEMENT SHARES
Name of Shareholder
1
2
3
4
5
6
7
8
9
10
11
THE GREAT EASTERN LIFE ASSURANCE CO LTD
OVERSEA-CHINESE BANKING CORPORATION LTD
NTUC INCOME INSURANCE COOPERATIVE LIMITED
SINGAPORE TELECOMMUNICATIONS LIMITED
THE DEVELOPMENT BANK OF SINGAPORE LTD
UNITED OVERSEAS BANK LTD
NATIONAL UNIVERSITY OF SINGAPORE
FULLERTON (PRIVATE) LIMITED
NANYANG TECHNOLOGICAL UNIVERSITY
CHIEF EXECUTIVE OFFICER
DIRECTORS* (FOUR EACH)
TOTAL
*
Excluding the Chief Executive Officer
Not less than 99.9% of the ordinary shares in the Company is held by the public and Rule 723 of the SGX Listing Manual has
been complied with.
VOTING RIGHTS OF SHAREHOLDERS
The holders of management and ordinary shares shall be entitled to one (1) vote for each share, EXCEPT that on any resolution
relating to the appointment or dismissal of a director or any member of the staff of the Company, the holders of the management
shares shall be entitled either on a poll or by show of hands to two hundred (200) votes for each management share held.
202
NOTICE OF ANNUAL GENERAL MEETING
Singapore Press Holdings Limited
(Incorporated in the Republic of Singapore) Co. Reg. No. 198402868E
NOTICE IS HEREBY GIVEN that the Thirtieth Annual General Meeting of Singapore Press Holdings Limited (the “Company”)
will be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on Tuesday,
December 2, 2014 at 10.30 a.m. for the following business:
ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended August 31,
2014.
2.
To declare a final dividend of 8 cents per share and a special dividend of 6 cents per share, on a tax-exempt (one-tier)
basis, in respect of the financial year ended August 31, 2014.
3.
To re-elect the following Directors who are retiring by rotation in accordance with Articles 111 and 112 of the Company’s
Articles of Association, and who, being eligible, offer themselves for re-election:
(i)
(ii)
(iii)
4.
To re-elect the following Directors who will cease to hold office in accordance with Article 115 of the Company’s
Articles of Association, and who, being eligible, offer themselves for re-election:
(i)
(ii)
5
To approve Directors’ fees of up to S$1,450,000 for the financial year ending August 31, 2015 (2014: up to S$1,400,000).
6.
To appoint Auditors and to authorise the Directors to fix their remuneration.
7.
To transact any other business of an Annual General Meeting.
Chong Siak Ching
Chan Heng Loon Alan
Tan Chin Hwee
Janet Ang Guat Har
SPECIAL BUSINESS
8.
To consider and, if thought fit, to pass, with or without modifications, the following resolutions which will be proposed
as Ordinary Resolutions:
(i)
“That pursuant to Section 161 of the Companies Act, Chapter 50 (the “Companies Act”) and the listing rules
of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), and subject to the provisions of the
Newspaper and Printing Presses Act, Chapter 206, authority be and is hereby given to the Directors of the
Company to:
(a)
(i)
issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,
Annual Report 2014
203
provided that:
(1)
the aggregate number of shares to be issued pursuant to this Resolution (including shares to
be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed 50 per cent. of the total number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the
aggregate number of shares to be issued other than on a pro rata basis to shareholders of the
Company (including shares to be issued in pursuance of Instruments made or granted pursuant
to this Resolution) does not exceed 10 per cent. of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph
(2) below);
(2)
(subject to such manner of calculation and adjustments as may be prescribed by the SGX-ST)
for the purpose of determining the aggregate number of shares that may be issued under subparagraph (1) above, the percentage of issued shares shall be based on the total number of issued
shares (excluding treasury shares) in the capital of the Company at the time this Resolution is
passed, after adjusting for:
(i)
new shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and
(ii)
any subsequent bonus issue, consolidation or subdivision of shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the listing manual of the SGX-ST for the time being in force (unless such compliance
has been waived by the SGX-ST) and the Articles of Association for the time being of the Company;
and
(4)
(unless revoked or varied by the Company in general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual General Meeting of
the Company or the date by which the next Annual General Meeting of the Company is required
by law to be held, whichever is the earlier.”
(ii)
“That approval be and is hereby given to the Directors of the Company to grant awards in accordance with the
provisions of the SPH Performance Share Plan (the “SPH Performance Share Plan”) and to allot and issue such
number of ordinary shares in the capital of the Company (“Ordinary Shares”) as may be required to be delivered
pursuant to the vesting of awards under the SPH Performance Share Plan, provided that the aggregate number
of new Ordinary Shares allotted and issued and/or to be allotted and issued, when aggregated with existing
Ordinary Shares (including Ordinary Shares held in treasury) delivered and/or to be delivered, pursuant to the
Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not
exceed 5 per cent. of the total number of issued Ordinary Shares (excluding treasury shares) from time to time.”
(iii)
“That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the
Company of all the powers of the Company to purchase or otherwise acquire issued Ordinary Shares
not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be
determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter
defined), whether by way of:
(i)
market purchase(s) on the SGX-ST; and/or
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal
access scheme(s) as may be determined or formulated by the Directors as they consider fit, which
scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
204
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the
time being be applicable, be and is hereby authorised and approved generally and unconditionally (the
“Share Buy Back Mandate”);
(b)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of
the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors of the Company
at any time and from time to time during the period commencing from the date of the passing of this
Resolution and expiring on the earliest of:
(i)
the date on which the next Annual General Meeting of the Company is held;
(ii)
the date by which the next Annual General Meeting of the Company is required by law to be
held; and
(iii)
the date on which purchases or acquisitions of Ordinary Shares pursuant to the Share Buy Back
Mandate are carried out to the full extent mandated;
(c)
in this Resolution:
“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five
consecutive trading days on which the Ordinary Shares are transacted on the SGX-ST immediately
preceding the date of market purchase by the Company or, as the case may be, the date of the making
of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the
listing rules of the SGX-ST, for any corporate action which occurs after the relevant five day period;
“date of the making of the offer” means the date on which the Company announces its intention to
make an offer for the purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating
therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing
basis) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the offmarket purchase;
“Maximum Limit” means that number of issued Ordinary Shares representing 10 per cent. of the total
number of the issued Ordinary Shares as at the date of the passing of this Resolution (excluding any
Ordinary Shares which are held as treasury shares as at that date); and
“Maximum Price”, in relation to an Ordinary Share to be purchased or acquired, means the purchase
price (excluding brokerage, commission, applicable goods and services tax and other related expenses)
which shall not exceed, in the case of a market purchase of an Ordinary Share and off-market purchase
pursuant to an equal access scheme, 105 per cent. of the Average Closing Price of the Ordinary Share;
and
(d)
the Directors of the Company and/or any of them be and are hereby authorised to complete and do all
such acts and things (including executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions contemplated and/or authorised by
this Resolution.”
By Order of the Board
Ginney Lim May Ling
Khor Siew Kim
Company Secretaries
Singapore,
October 31, 2014
Annual Report 2014
205
Notes:
A Member entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote in his stead
and the proxy need not be a Member of the Company. The instrument appointing the proxy must be lodged at the Company’s
Share Registration Office, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson
Road, #02-00, Singapore 068898 not less than 48 hours before the time fixed for the meeting.
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General
Meeting and/or any adjournment thereof, a Member of the Company (i) consents to the collection, use and disclosure of the
Member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company
(or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof)
and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General
Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws,
listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Member discloses the
personal data of the Member’s proxy(ies) and/or representative(s) to the Company (or its agents), the Member has obtained
the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its
agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Member
will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the
Member’s breach of warranty.
EXPLANATORY NOTES & STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY’S ARTICLES OF ASSOCIATION
1.
In relation to Ordinary Resolution No. 3(i):
Chong Siak Ching* will, upon re-election, continue as a member of the Nominating Committee. She will step down
from the Audit Committee and be appointed as a member of the Remuneration Committee. She is considered an
independent Director. There are no relationships (including immediate family relationships) between Ms Chong and
the other Directors or the Company.
2.
In relation to Ordinary Resolution No. 3(ii):
Lucien Wong Yuen Kuai* will, upon re-election, continue as a member of the Executive Committee and the Remuneration
Committee. He will be appointed as a member of the Nominating Committee. He is considered an independent Director.
There are no relationships (including immediate family relationships) between Mr Wong and the other Directors or
the Company.
3.
In relation to Ordinary Resolution No. 3(iii):
Chan Heng Loon Alan* will, upon re-election, continue as a member of the Executive Committee. He is the Chief
Executive Officer of the Company. Save as disclosed herein, there are no relationships (including immediate family
relationships) between Mr Chan and the other Directors or the Company.
4.
In relation to Ordinary Resolution No. 4(i):
Tan Chin Hwee* will, upon re-election, continue as a member of the Audit Committee and Board Risk Committee. He is
considered an independent Director. There are no relationships (including immediate family relationships) between
Mr Tan and the other Directors or the Company.
5.
In relation to Ordinary Resolution No. 4(ii):
Janet Ang Guat Har* will, upon re-election, be appointed as a member of the Audit Committee and Board Risk Committee.
She is considered an independent Director. There are no relationships (including immediate family relationships)
between Ms Ang and the other Directors or the Company.
206
6.
Ordinary Resolution No. 5, if passed, will facilitate the payment of Directors’ fees during the financial year in which
the fees are incurred, that is, during the financial year from September 1, 2014 to August 31, 2015. The amount of
Directors’ fees is computed based on the anticipated number of Board and Board Committee meetings, assuming full
attendance by all the Directors. The amount also includes a contingency sum to cater to unforeseen circumstances
such as the appointment of an additional Director, additional unscheduled Board meetings and for the formation of
additional Board Committees.
7.
The effects of the resolutions under the heading “Special Business” in the Notice of the Thirtieth Annual General
Meeting are:
(a)
Ordinary Resolution No. 8(i) is to authorise the Directors of the Company from the date of that meeting until
the next Annual General Meeting, subject to the provisions of the Newspaper and Printing Presses Act, Chapter
206, to issue shares in the capital of the Company and/or to make or grant instruments (such as warrants or
debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not
exceeding in total 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital
of the Company, of which up to 10 per cent. of the total number of issued shares (excluding treasury shares)
in the capital of the Company may be issued other than on a pro rata basis to shareholders. For the purpose
of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be
based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the
time that Ordinary Resolution No. 8(i) is passed, after adjusting for (i) new shares arising from the conversion
or exercise of any convertible securities or share options or vesting of share awards which are outstanding or
subsisting at the time that Ordinary Resolution 8(i) is passed, and (ii) any subsequent bonus issue, consolidation
or sub-division of shares. For the avoidance of doubt, any consolidation or sub-division of shares in the capital
of the Company will require shareholders’ approval.
(b)
Ordinary Resolution No. 8(ii) is to empower the Directors to offer and grant awards, and to allot and issue
new ordinary shares in the capital of the Company, pursuant to the SPH Performance Share Plan (which was
approved by shareholders at the Extraordinary General Meeting held on 5 December 2006), provided that the
aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated
with the existing ordinary shares (including ordinary shares held in treasury) delivered and/or to be delivered,
pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share
Plan, shall not exceed 5 per cent. of the total number of issued ordinary shares in the capital of the Company
(excluding ordinary shares held in treasury) from time to time. Although the Rules of the SPH Performance
Share Plan provide for a higher limit of 10 per cent. for new shares which may be issued under the Singapore
Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, Ordinary Resolution
8(ii) provides for a lower limit of 5 per cent., as the Company does not anticipate that it will require a higher
limit before the next Annual General Meeting.
(c)
Ordinary Resolution No. 8(iii) is to renew the mandate to permit the Company to purchase or acquire issued
ordinary shares in the capital of the Company on the terms and subject to the conditions of the Resolution.
The Company may use internal sources of funds, or a combination of internal resources and external borrowings,
to finance the purchase or acquisition of its ordinary shares. The amount of funding required for the Company
to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be
ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or
acquired and the price at which such ordinary shares were purchased or acquired and whether the ordinary
shares purchased or acquired are held in treasury or cancelled.
The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant to the
proposed Share Buy Back Mandate on the audited financial statements of the Group and the Company for the
financial year ended August 31, 2014, based on certain assumptions, are set out in paragraph 2.6 of the Letter
to Shareholders dated October 31, 2014, which is enclosed together with the Summary Financial Report.
*Details of the Director’s current directorships in other listed companies and other principal commitments are set out on pages 20 to 27 of the Annual Report.
PROXY
FORM
(Incorporated in the Republic of Singapore)
Co. Reg. No. 198402868E
IMPORTANT
1.For investors who have used their CPF monies to buy shares of Singapore Press Holdings
Limited, the Annual Report 2014 is forwarded to them FOR INFORMATION ONLY.
2.This proxy form is not valid for use by CPF investors and shall be ineffective for all
intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Annual General Meeting as observers must submit
their requests through their CPF Approved Nominees within the time frame specified. If
they also wish to vote, they must submit their voting instructions to the CPF Approved
Nominees within the time frame specified to enable them to vote on their behalf.
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member
accepts and agrees to the personal data privacy terms set out in the Notice of Annual
General Meeting.
I/We, _____________________________________________________________ (Name) _____________________ (NRIC/Passport No.)
of __________________________________________________________________________________________________ (Address)
being a member/members of the above named Company, hereby appoint:
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings (%)
and/or (delete as appropriate)
or failing him/her, or if no person is named above, the Chairman of the Annual General Meeting, as my/our proxy/proxies
to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting of the
Company to be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on
December 2, 2014 at 10.30 a.m. and at any adjournment thereof.
(If you wish to vote all your shares “For” or “Against” the relevant resolution, please indicate with an “X” in the relevant box
provided below. Alternatively, if you wish to vote some of your shares “For” and some of your shares “Against” the relevant
resolution, please insert the relevant number of shares (and, if you hold both ordinary shares and management shares, the
relevant class of shares) in the relevant boxes provided below. In the absence of specific directions, the proxy/proxies will
vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)
No. Ordinary Resolutions
Ordinary Business
1.
To adopt Directors’ Report and Audited Financial Statements
2.
To declare a Final Dividend and a Special Dividend
Chong Siak Ching
3.
To re-elect Directors pursuant to Articles 111 (i)
and 112
(ii)
(iii) Chan Heng Loon Alan
4.
To re-elect Directors pursuant to Article 115 (i)
Tan Chin Hwee
(ii)
Janet Ang Guat Har
5.
To approve Directors’ fees for the financial year ending August 31, 2015
6.
To appoint Auditors and authorise Directors to fix their remuneration
7.
To transact any other business
Special Business
(i)
To approve the Ordinary Resolution pursuant to Section 161 of the Companies
8.
Act, Cap. 50
(ii)
To authorise Directors to grant awards and to allot and issue shares in accordance
with the provisions of the SPH Performance Share Plan
(iii) To approve the renewal of the Share Buy Back Mandate
No. of votes
For
Dated this ________________ day of ________________ 2014.
Total Number of
Ordinary Shares held
Total Number of
Management Shares held
__________________________________________________________
Signature(s) of Member(s) or Common Seal
IMPORTANT: PLEASE READ NOTES ON THE REVERSE
No. of votes
Against
PROXY
FORM
(Incorporated in the Republic of Singapore)
Co. Reg. No. 198402868E
IMPORTANT
Note:
1.
Please insert the total number of ordinary shares and/or management shares (“Shares”) held by you. If you have
ordinary shares entered against your name in the Depository Register (as defined in Section 130A of the Companies
Act, Chapter 50 of Singapore), you should insert that number of ordinary shares. If you have Shares registered in
your name in the Register of Members, you should insert that number of Shares. If you have ordinary shares entered
against your name in the Depository Register and Shares registered in your name in the Register of Members, you
should insert the aggregate number of Shares entered against your name in the Depository Register and registered
in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall
be deemed to relate to all the Shares held by you.
2.
In the case of a joint appointment of two proxies, the Chairman of the Annual General Meeting will be a Member’s
proxy by default if either or both of the proxies appointed does/do not attend the Annual General Meeting. In the case
of an appointment of two proxies in the alternative, the Chairman of the Annual General Meeting will be a Member’s
proxy by default if both the proxies appointed do not attend the Annual General Meeting.
3.
A Member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two
proxies to attend and vote instead of him. A proxy need not be a Member of the Company.
4.
Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his
shareholding (expressed as a percentage of the whole) to be represented by each proxy.
5.
The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company
at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00,
Singapore 068898, not less than 48 hours before the time appointed for the Annual General Meeting.
6.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised
in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its seal or under the hand of an officer or attorney duly authorised.
7.
A corporation which is a Member may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies
Act, Chapter 50 of Singapore.
8.
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of
the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of ordinary shares
entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if
the Member, being the appointor, is not shown to have ordinary shares entered against his name in the Depository
Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central
Depository (Pte) Limited to the Company.
This annual report was produced by the
Corporate Communications & CSR Division
This annual report is printed on
environmentally-friendly paper.
SINGAPORE PRESS HOLDINGS LIMITED
1000 Toa Payoh North
News Centre
Singapore 318994
www.sph.com.sg
Co. Reg. No 198402868E

2014 - Singapore Press Holdings

Transcription

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