Annual Report 2011 - Global Yellow Pages Limited

Transcription

Global Yellow Pages Limited
(Reg. no. 200304719G)
1 Lorong 2 Toa Payoh
Yellow Pages Building
Singapore 319637
Tel (65) 6356 8080
Fax (65) 6355 3888
Email [email protected]
yellowpages.com.sg
ANNUAL REPORT 2011
Annual Report 2011
CONTENTS
02 Vision & Mission
04 Introduction
05 Corporate Profile
06 Corporate Information
07 Investor Relations
08 Board of Directors
10 Management Team
12 Executive Chairman’s Message
16 Financial Review
18 Our Search Capabilities
• The Roots of Growth
• Exploring Cyberspace
• Location, Location, Location
• Advancing Trade Locally and Overseas
• Expanding Beyond Geographical Boundaries
• Enabling and Accelerating Customer Acquisition
• Coming Up With Answers
26 Our Data Services
30 Our Business Solutions
36 Corporate Social Responsibility
37 Corporate Governance Statement
47 Financial Reports
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Annual Report 2011
visi n
To be the leading multi-platform search, data and
business solutions company.
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Annual Report 2011
2
missi n
Helping buyers make informed purchases
anytime, anywhere.
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Annual Report 2011
Search • Data • Business
Global Yellow Pages is at the forefront of solutions
development. From pioneering Singapore’s search
directory services to developing multi-platform
search capabilities and competencies in data
marketing and harvesting, Global Yellow Pages has
successfully met the changing demands of its vast
and diverse clientele – businesses and consumers
from all walks of life.
As technology becomes integral to our everyday
life and transforms the way businesses function,
Global Yellow Pages continues to offer products
and services that are relevant, staying true as a
predominant partner for the SMEs which, in turn,
keeps them relevant.
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Annual Report 2011
4
Today, Global Yellow Pages is much more than
a directory publisher. With its core pillars now
established – search offerings, data marketing and
business solutions – Global Yellow Pages continues
its steadfast focus on providing businesses and
consumers with customised integrated solutions
that cater to their varied needs.
Corporate Profile
Established in
1967, Global Yellow
Pages Limited
(“Global Yellow
Pages” or “the
Group”) was listed
on the Singapore
Stock Exchange
in 2004. Since its
inception, the Group
has continued to
develop and expand
its suite of products
and services to
ensure relevancy
and accessibility in a
changing market.
Global Yellow Pages is a multi-platform solutions company focusing on up-to-date search,
Small and Medium Enterprises (“SME”) enablement and database marketing, and the
largest publisher of directories and provider of classified directory advertising and associated
products and services in Singapore.
The Group’s subsidiaries include Singapore Information Services Pte Ltd (“INSIS”),
ShowNearby Pte Ltd (“ShowNearby”), Global Digital Express Pte Ltd (“Global Digital
Express”) and eFusion Solutions Pte Ltd (“eFusion”). INSIS provides database marketing
services; ShowNearby develops location-based search applications for mobile and web
platforms; Global Digital Express, formerly known as Companedia Pte Ltd, produces
engaging and effective websites and design tools for businesses while eFusion generates
sales through its sales and voice-based solutions.
The Group has also entered into several joint ventures (“JV”). Qpay Asia Pte Ltd, the
result of an investment agreement with Australia-based Qpay Pty Ltd, provides secure yet
simple to use mobile payment and authentication services. Global Coresoft Pte Ltd, a JV
with Quality Business Solutions Pty Ltd, will provide customer relationship management
and other cloud computing solutions while Global OneEmpower Pte Ltd, a JV with
OneEmpower Pte Ltd, will offer customer loyalty and pre-paid/gift card programmes at
affordable prices to SMEs. Global CyOne Pte Ltd, a JV with CyOne Inc., will provide
Rosetta Enterprise software, including accounting and payroll applications. Global HubOne
Pte Ltd, a JV with HubOne Pty Ltd, will enable customers to migrate their existing
platforms to Microsoft Office 365 efficiently.
Overseas, the Group has its presence in Malaysia through Global YP Sdn Bhd and its
subsidiaries (“Global YP Group”). The Group also has its presence in India via its associated
company, Integrated Databases India Ltd (“IDIL”). The Global YP Group started out as a
media representative for Global Yellow Pages and has since rapidly expanded into local
publications, serving Malaysia businesses as well as the tourism industry. IDIL has offices
in major cities in India, and its business activities include database management, directory
publishing, tele and direct marketing, international Yellow Pages sales and the publishing
of electronic directories.
Singapore Information Services Pte Ltd
Singapore
(100%)
ShowNearby Pte Ltd
Singapore
(53.1%)
Global Digital Express Pte Ltd
Singapore
(80%)
eFusion Solutions Pte Ltd
Singapore
Singapore
Global Coresoft Pte Ltd
Singapore
(50%)
Singapore
(100%)
eFusion Vietnam Co., Ltd
Vietnam
(100%)
PT eFusion Indonesia
Indonesia
(95.7%)
Global OneEmpower Pte Ltd
Singapore
(1) Singapore
(30%)
Global HubOne Pte Ltd
Singapore
(70%)
Global YP Sdn Bhd
Malaysia
(100%)
Integrated Databases India Ltd (1)
India
(49%)
Tourism Publications Corporation Sdn Bhd
Malaysia
(100%)
Annual Report 2011
Note: This excludes companies which
were dormant during the year.
For a full list of subsidiaries &
associated companies, please
refer to note 35 of the Financial
Statements.
Global CyOne Pte Ltd
•
The remaining 51% shareholding
in Integrated Databases India
Ltd is held by Aroon Purie and
his nominees/associates, which
include World Media India Ltd
(previously known as World
Media Pvt Ltd), Living Media
India Ltd, Thomson Press India
Ltd, Rekha Purie and Ankoor
Purie.
(50%)
5
Global Yellow Pages
Limited
(70%)
Infomedia Services Pte Ltd
Corporate Information
DIRECTORS
Stanley Tan Poh Leng
AUDIT COMMITTEE
N. Simon Meers
N. Simon Meers
Professor Tan Cheng Han
(Executive Chairman & Non-Independent)
(Non-Executive & Independent)
Ng Tiong Gee
(Chairman)
Andrew Tay Gim Chuan
Pang Yoke Min
(Non-Executive & Non-Independent)
NOMINATIONS COMMITTEE
(Chairman)
Ng Tiong Gee
Pang Yoke Min
JOINT COMPANY SECRETARIES
Lee Wei Hsiung
Joanna Lim Lan Sim
REMUNERATION COMMITTEE
Ng Tiong Gee
(Chairman)
N. Simon Meers
Pang Yoke Min
COMPANY REGISTRATION NUMBER
200304719G
REGISTERED OFFICE AND
PRINCIPAL PLACE OF BUSINESS
Singapore 319637
Tel
: (65) 6356 8080
Fax
: (65) 6355 3888
Email : [email protected]
Web
: www.yellowpages.com.sg
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Annual Report 2011
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SHARE REGISTRAR AND
TRANSFER AGENT
Boardroom Corporate & Advisory Services
Pte Ltd
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
AUDITORS
PricewaterhouseCoopers LLP
Certified Public Accountants
8 Cross Street
#17-00 PWC Building
Singapore 048424
Audit Partner: Tham Tuck Seng
Year of Appointment of Audit Partner: FY2010
EXECUTIVE COMMITTEE
PRINCIPAL BANKERS
CIMB Bank Berhad
50 Raffles Place #09-01
Singapore Land Tower
Singapore 048623
Citibank N.A., Singapore Branch
Commercial Bank
3 Temasek Ave
#12-00 Centennial Tower
Singapore 039190
Standard Chartered Bank
8 Marina Boulevard #27-01
Marina Bay Finanical Centre Tower 1
Singapore 018981
United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
Investor Relations
Our goal is to provide timely, accurate and clear information to
our shareholders and the investing public. This is in line with
our belief of achieving and demonstrating high standards in
corporate governance and transparency.
SGX-ST Listing
We use various platforms for dissemination of information to
the investing public. Amongst other things, our investor
relations policy provides that:
Shareholders and Analysts Enquiries
• All important and relevant information are published
immediately via the Singapore Exchange Securities
Trading Limited (“SGX-ST”) website, SGXNET;
• All investors and stakeholders have opportunity to gain
insight into the matters communicated by the Group in a
clear and explicit manner;
• Meetings are arranged between Management and
shareholders or analysts, but such meetings will not
release information not otherwise published or publicly
available; and
• Quarterly reports are published in a timely manner.
We invite the media and the investing community as
necessary to provide updates on our financial and operational
performance, and our future plans.
In addition, we hold an Annual General Meeting, and
Extraordinary General Meetings as necessary, to provide all
shareholders with opportunities for direct interaction with our
management.
Our annual report serves to provide shareholders with a
deeper understanding of our business strategies, and financial
and operational performance. To ensure our shareholders
have timely and ready access to our annual report, we post it
on our website in tandem with its physical distribution.
We are committed and will continue to engage in active
communication with our shareholders to ensure that we act
consistently in their best interests.
Global Yellow Pages Limited has been listed on the SGX-ST
since 9 December 2004. More information can be found on
the SGX-ST website www.sgx.com.
We value your feedback and enquiries. Please contact us at:
Global Yellow Pages Limited 1 Lorong 2 Toa Payoh
Singapore 319637
Tel : (65) 6351 1388 Fax : (65) 6351 1389
Email : [email protected]
Web : www.yellowpages.com.sg
FINANCIAL CALENDAR – FY2011
2010
26 MAY FY2010 Full year results release
27 JUL 7th Annual General Meeting and Extraordinary General Meeting
05 AUG FY2011 Q1 results release
10 NOV FY2011 Q2 results release
2011
10 FEB FY2011 Q3 results release
19 MAY FY2011 Full year results release
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Annual Report 2011
Board of Directors
STANLEY TAN
Under Stanley’s direction as the
Founder Publisher of Magazines
Incorporated, the company grew to
become the largest media
representation house in South East
Asia and among the largest lifestyle
magazine publishers in Singapore in
the 80s and 90s. The group was later
restructured into a Singapore-based
investment unit, The Grand Pacific
Investment Group. Its non-property
investments in Singapore are held
through Global Media Holdings, which
is now the largest shareholder of
Global Yellow Pages Limited.
Stanley became a humanitarian
worker and investor and property
developer at age 35, but joined the
corporate arena again when he was
appointed to the Board of Global
Yellow Pages Limited in February
2007. He was re-elected as Director
on 25 July 2008. Stanley was
appointed Chairman in July 2008 as
well as Executive Chairman and
Acting Chief Executive Officer on 11
February 2009. He is a member of
both the Remuneration and Executive
Committees.
Simon has over 15 years of
investment and finance experience
across three different geographic
regions. He is currently Chief
Investment Officer for Matinda
Capital, an investment company
specialising in private equity
opportunities in Australasia. In addition
to Global Yellow Pages Limited, Simon
is also currently serving on the Board
of Hotung Investment Holdings
Limited, a Taiwanese venture capital
company.
Simon was previously Managing
Director and Head of Asia for ACA
Capital, a specialty finance company
that focused on proprietary
investments and asset management
in the global credit markets. Prior to
this, he was Director of Structured
Credit at Artesian Capital
Management, a global credit hedge
fund where he ran the correlation
trading book from Sydney. He was
also Senior Vice President of ACE
Financial Solutions based in New York
where he was responsible for
investing in a wide array of alternate
financial assets. Prior to these roles,
Simon worked for AIG Risk Finance in
New York and Deutsche Bank Global
Markets in Sydney.
Simon holds a Master of Applied
Finance from Macquarie University in
Sydney, a Graduate Diploma in
Applied Finance and Investment from
the Securities Institute of Australia and
a Bachelor of Commerce from the
Australian National University in
Canberra.
Tiong Gee graduated with a Bachelor
of Mechanical Engineering with
honours from the National University
of Singapore in 1987. He also holds a
Master of Business Administration
from Nanyang Technological
University. He has also attended the
Advanced Management Program in
Harvard Business School. Tiong Gee
was appointed our Director on
6 August 2007 and re-elected on
31 August 2007. He is the Chairman
of the Remuneration Committee and
a member of the Nominations
Committee.
Chairman, Remuneration Committee
Member, Nominations Committee
Chairman, Audit Committee
Member, Remuneration Committee
Executive Chairman
Member, Executive Committee
NG TIONG GEE
Tiong Gee is the Chief Information
Officer as well as the Chief Human
Resource Officer of United Test and
Assembly Center Ltd (UTAC). Tiong
Gee was previously the Senior
Vice-President of Human Resources
and Chief Information Officer of
STATS ChipPAC. Prior to STATS
ChipPAC, he was the Chief
Information Officer of Gateway
Singapore, heading the technology
MNC’s IT activities in Asia Pacific. He
also spent over six years at Siemens
Components (now known as Infineon
Technologies Asia Pacific) where he
last served as Director of Information
Systems and Services. Between
1988 and 1992, he held various key
engineering positions at Digital
Equipment Singapore, now part of
Hewlett-Packard.
Simon was appointed our Director on
6 August 2007 and re-elected on
31 August 2007. He is the Chairman
of the Audit Committee and a member
of the Remuneration Committee.
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Annual Report 2011
8
In addition to serving as Chairman of
The National Volunteer and
Philanthropy Centre (NVPC), he
spearheaded the development of The
Community Foundation of Singapore
and was appointed its first Chairman.
Stanley is also the President of
Beyond Social Services, founding
member and Vice President of the
MILK (Mainly I Love Kids) Fund,
Chairman of Opportunity International
Singapore, board member of The Alola
Foundation of Timor-Leste and
member of both the Charity Council
and Advisory Council of the Asia New
Zealand Foundation. He was awarded
Honorary Officer to the New Zealand
Order of Merit in 2002 for services
rendered to Singapore-New Zealand
relations.
N. SIMON MEERS
PANG YOKE MIN
Yoke Min is Chairman of Pacific
Radiance Ltd, an offshore marine
company involved in shipbuilding,
ship-owning and chartering for the
marine, oil and gas industries. He is
also Chairman of YM Investco Pte
Ltd, a family investment holding
company. Previously, he was Group
Managing Director of Jaya Holdings
Ltd from 1981 to 2006. Yoke Min
6 February 2007 and re-elected on
24 July 2009. He is a member of the
Nominations and Remuneration
Committees.
Member, Nominations Committee
PROFESSOR
TAN CHENG HAN
Professor Tan is the Dean of the
Faculty of Law at the National
University of Singapore. Prior to this,
he was a Partner in Drew & Napier’s
litigation department. His other
appointments include the Vice
Presidency of the Singapore
Academy of Law, Senate
membership of the National
University of Singapore, Governor of
the Asian Law Institute, Membership
of the Competition Commission of
Singapore, the Appeal Advisory Panel
to the Minister of Finance, the
Military Court of Appeal and the
Board of Legal Education. Professor
Tan is a consultant at TSMP Law
Corporation, and he also serves on
the Boards of Chuan Hup Holdings
Limited, ST Marine Limited, Anwell
Technologies Limited, Centillion
Limited and NTUC Income.
Professor Tan was appointed Senior
Counsel at the opening of the legal
year in 2004 and was named one of
the three Young Global Leaders from
Singapore by the World Economic
Forum in January 2005. He was also
awarded the Public Administration
Medal (Silver) in 2006.
Professor Tan graduated from the
National University of Singapore in
1987 and obtained his Master of Law
from the University of Cambridge in
1990. He was appointed our Director
on 6 August 2007 and re-elected on
24 July 2009. He is the Chairman of
the Nominations Committee and a
member of the Audit Committee.
ANDREW TAY
Andrew has spent more than 20
years of his career in Corporate and
Institutional Banking covering South
East Asia with Bank of America,
Standard Chartered Bank and
Commerzbank AG. Andrew was
previously the Regional Head of
Institutional Banking for South East
Asia and India, covering bank and
non-bank financial institutions for
Standard Chartered Bank. He was
also the Executive Director of ABR
Holdings Ltd, listed on the Singapore
Exchange between 2001 and 2003.
Andrew graduated with a Bachelor
of Business Administration from the
University of Singapore in 1978. He
12 December 2007 and re-elected
on 25 July 2008. He is a member of
the Audit and Executive
Committees. He also holds
directorships in our subsidiaries,
Global Magazines Pte Ltd, Singapore
Information Services Pte Ltd,
ShowNearby Pte Ltd and eFusion
Solutions Pte Ltd, and in our
associated company, Integrated
Databases India Ltd.
Member, Audit Committee
Member, Executive Committee
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Annual Report 2011
Chairman, Nominations Committee
Member, Audit Committee
Management Team
STANLEY TAN | Acting Chief Executive Officer
Stanley is a Director and Founder of investment company Global Media Holdings, which has a strategic stake in Global Yellow
Pages Limited. He is also a director of the Angliss Property Group which deals in property investment in Australia. His appointment
to the Board of Global Yellow Pages Limited took place in February 2007 and he was subsequently elected as Chairman on 25 July
2008. He was appointed Executive Chairman and Acting Chief Executive Officer on 11 February 2009.
He has spent more than 30 years in business covering various sectors including media and publishing, property development and
investments, hotels and hotel management.
DAVID CHEAH | Chief Financial Officer
David has been with the Group since 2007, assuming his current position of Chief Financial Officer in February 2008. He is a Board
Member of our associated company in India and several of our subsidiaries. David has also handled investor relations since June
2008. Prior to this, he held the position of Financial Controller with Achieva Technology Pte Ltd and preceding that, the position of
Senior Manager with Ernst & Young. David has worked with Ernst & Young in both London and Singapore. He holds a Bachelor
of Business (Accounting) Degree from Monash University, Australia and is a Certified Public Accountant with the Institute of
Certified Public Accountants of Singapore and a Certified Practising Accountant with CPA Australia.
FREDDIE TAN | Director – Search
Freddie brings more than 37 years of experience and technical know-how in the paper, printing and publishing industry to the
Global Yellow Pages family. As Director of Search, Freddie manages sales, directories content, production and circulation activities.
He was the former publisher of well-known Singapore Press Holdings titles such as Female, Men’s Health, NüYou and The Peak.
Freddie holds a Diploma in Marketing (UK), Certificate Diploma in Accounting and Finance (UK) and Diploma in Management
Studies (SIM).
KRISS M. CHANNE | Director – Data Services
Kriss comes to the Group to lead the Data Services division. He has more than 18 years of international marketing and sales
experience serving the high-tech sector for hardware, software, solutions and mobility. Companies he has helped build and
penetrate the Asian markets include ICL, 3Com, Netscape, Business Objects, Symbol Technologies and Nokia. As a specialist in
Data Analytics, Kriss has built multi-channel systems to enable companies acquire customers, design customer experience and
develop customer affinity.
Kriss was born in China, grew up in England and graduated from the Middlesex Business School in London. He is a Member of
the Chartered Institute of Marketing, UK. ANIL KUMAR | Director – Information Technology & Data Centre
Anil oversees the Information Technology division and has been with the Group since 1998. Prior to this, he was with our
associated company IDIL, and before that UDI, the first official Yellow Pages of India for 6 years each. He brings with him a rich
and varied experience in the Yellow Pages industry. Anil holds a Bachelor of Science degree in Mathematics with Honours, a
Post Graduate Diploma in Computer Science & Applications from Delhi, India and a Bachelor of Business Administration degree
in Marketing from Missouri, USA.
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Annual Report 2011
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RICHARD SIM | Director – Sales Operations
Richard has been with the Group since 1982, helming key senior positions in sales and sales management, business and market
development, training, customer service and call centre management. He was appointed Director of Telesales, Call Centre and
Customer Management on 1 July 2004 and was instrumental in the setting up of the Telesales Group, Call Centre and Customer
Management operations. Richard has effectively motivated and led the Yellow Pages Sales teams into growing and exploring
new grounds for sales of new media and various other products. Richard holds a Master of Business Administration from Charles
Sturt University, Australia.
CHRISTOPHER LEE | Director – Human Resources
Christopher has more than two decades of experience with multinational companies in the field of human resources, operations,
quality and material management. He holds a Bachelor of Engineering degree from the University of Malaya and a Master of
Business Administration from the National University of Singapore.
PETER LOVELOCK | CEO, Qpay Asia Pte Ltd
Peter is the CEO of Qpay Asia, the leading provider of secure, cost-effective mobile payments and mobile banking solutions in the
region. Peter has more than 25 years of experience in technology, telecoms and new media across the region. Peter gained his
PhD in Hong Kong before working for many years throughout China.
In the late 1990s, Peter worked for the United Nations in Geneva before returning to China. He then worked in India, Indonesia
and Australia, before setting up base in Singapore in 2006. Peter has provided strategic counsel to the likes of RAND Corporation,
Microsoft, Mandiri Bank, China Mobile and Accenture, as well as working at various times with agencies like the World Bank, the
Asian Development Bank, the International Finance Corporation, the International Telecommunication Union and the Asia-Pacific
Economic Cooperation. In recent years he has authored reports on global data networks and bandwidth developments, broadband
wireless access technologies and market growth, consumer premise equipment, multimedia strategies, and convergence policies
in Japan, Singapore, China and Australia, among others.
DOUGLAS GAN | CEO, ShowNearby Pte Ltd
Douglas is an entrepreneur with over 10 years of dot-com experience across South East Asia. He is currently Chief Executive
Officer of ShowNearby, a location-based services company incorporated in November 2007.
Douglas started his dot-com journey when he was 16, expanding his first web hosting business across South East Asia and
Europe. Five years later, he sold the business to Skydio which was acquired by Webvisions Group. In 2002, Douglas started a
popular online youth community, OhGenki.com, which spanned Singapore, Malaysia, Thailand, Indonesia, Philippines, China,
Taiwan and Hong Kong. OhGenki.com was sold to StreetDirectory in 2007. Douglas was also a consultant for dot-com businesses
such as GARENA, PropertyGuru, HungryGoWhere, Skydio and StreetDirectory. Douglas graduated from Ngee Ann Polytechnic
with a Diploma in IT.
SAMUEL LIM | CEO, eFusion Solutions Pte Ltd
Samuel continues to mentor and guide young budding entrepreneurs. He has been President of the Audio Text Service Providers
association as well as President of the Singapore chapter of the Entrepreneurs Organisation. He graduated with a Bachelor of
Accountancy degree with 2nd class honours from Nanyang Business School.
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Samuel founded eFusion Pte Ltd, one of South East Asia’s largest mobile content value-added services businesses in 2000. It was
subsequently acquired by a Malaysian listed company in 2007. In 2004, he also founded eFusion Solutions Pte Ltd, then called
Fusion Direct, a company specialising in direct selling and database marketing of unsecured banking and financial products and
services. eFusion Solutions Pte Ltd currently employs over 150 people in three countries and has won numerous awards from
HSBC, American Express and Standard Chartered Bank including Best Newcomer, Overall Top Agency, Top Sales Agency and
Best Business Partner. Samuel also founded Asia’s largest private sales luxury shopping club, Reebonz.com which operates in
seven countries in Asia Pacific.
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Annual Report 2011
Executive Chairman’s Message
Looking back, Global Yellow
Pages has indeed come a
long way. Today, we are more
than just a directory publisher.
We have grown into an
integrated solutions provider
with three core pillars of
strength – search leadership,
data expertise and business
solutions.
STANLEY TAN
Executive Chairman & Acting Chief Executive Officer
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Annual Report 2011
12
DEAR SHAREHOLDERS,
THE YEAR IN REVIEW
The past financial year (FY2011) has undoubtedly been an exciting period for our
Group. Amidst our core business of Search and Advertising, Global Yellow Pages
has embarked on a journey to re-invent ourselves, enhancing our offerings to our
clientele.
The prevalence of technology has created new platforms for search and
advertising. Over the past decade, technology has grown rapidly and it has
transformed the way businesses function. Seizing this opportunity, Global Yellow
Pages has been progressively adapting its products and services to meet the
changing needs and preferences of our customers to better serve them.
Following the global recession in 2009, Small and Medium
Enterprises (SMEs), which are Global Yellow Pages’ core
clientele, maintained lean advertising budgets. This was not
entirely unexpected as advertising spending is usually the first
to be cut and the last to be restored, especially for SMEs.
Moreover, global economic uncertainties in 2010 arising from
the European debt crisis and uncertainty over the US economic
recovery have also impacted SMEs’ cautious approach
towards advertising.
As a result, the Group’s full year revenue decreased 18.1
percent from S$50.7 million in the previous financial year
(FY2010) to S$41.5 million as the bulk of our turnover comes
from print directories.
On the expenses front, the Group’s total expenses were
reduced by 11.9 percent to S$30.3 million in FY2011; largely
the result of lower finance expenses which fell due to lower
interest costs arising from the redemption of the S$130
million bonds in September 2009. Staff costs were also
trimmed because of productivity improvements, while printing
and material costs shrank with the discontinuation of the
Group’s magazines business.
In last year’s annual report, we shared that plans were
underway to review our magazines platform. During the year,
we negotiated the early termination of the 10-year License
Agreement with CurtCo Robb Media LLC for the publication
of the Robb Report magazine. This repositioning was done
with the aim of focusing our resources on our core business
segments and aligning our offerings to fulfill our vision of
being a one-stop multi-platform solutions centre for SMEs.
Given the challenges that we faced, I am still encouraged by
the results that we have achieved in FY2011. We are therefore
pleased to announce that our Board of Directors has proposed
a final dividend of 0.5 cents per share for approval at the
upcoming Annual General Meeting.
We have made strategic investments in eFusion, ShowNearby,
Global Digital Express and Qpay, which allow us to create a
comprehensive e-commerce platform for our users and in
turn grow our business in the digital space.
In addition to these acquisitions, the Group’s efforts were also
dedicated to cementing tie-ups with strategic business
partners that will create synergy and expand our suite of
services. During the year under review, Global Yellow Pages
announced partnerships with the following:
StarHub
To offer Starhub’s range of telco services to the SME market,
including its ultra-high speed broadband and enterprise
solutions. This marks the first time that Global Yellow Pages
is offering such info-communications services to its
customers;
Singapore Land Authority (SLA)
To provide business directory information for internal
government usage in support of the national geospatial
initiative, Singapore Geospatial Collaborative Environment
(SG-SPACE). With this partnership, Global Yellow Pages will
be one of the first non-government entities to provide
information which will be used extensively by government
and public agencies, a testament to the reliability,
comprehensiveness and wealth of Global Yellow Pages’
database; and
Tampines Town Council
To launch MyTampines, a one-stop online portal for Tampines
residents to interact with one another, read up on lifestyle
features and provide feedback to Members of Parliament and
Ministers. Our aim is to replicate this and expand the
interactivity of the sites to enable bookings and payment
capabilities.
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Annual Report 2011
But more than just the dollars and cents, what is also important
are the Group’s direction and growth plans, and I am pleased
that our Management team has embarked on a firm strategy
to re-engineer Global Yellow Pages’ business and create more
value for our shareholders.
Since last year, our re-engineering strategy has laid the
foundation for future growth. This year, we continue on this
path, growing the Group organically by making strategic
acquisitions and strengthening internal capabilities that
synergise with our businesses.
Moving down to the bottom line, the Group reported net profit
of S$11.3 million for FY2011, a decline of 31.0 percent from
S$16.4 million in FY2010. Excluding non-controlling interests,
profit attributable to equity holders amounted to S$11.5
million in FY2011.
RE-ENGINEERING FOR GROWTH
Executive Chairman’s Message
OUR CORE PILLARS OF STRENGTH
Search Leadership
Our newly-launched SOLUTIONS is the result of our relentless
hard work, and our long standing relationship and deep
understanding of the SME community. SOLUTIONS
comprehensively addresses SMEs’ needs as they grow with
the Singapore economy. By bringing together the right mix of
leading brands and specialists, we provide a customised suite
of offerings for our customers, staying true to our commitment
of being a champion of SMEs.
Data Expertise
We have further enhanced our service offerings under
SOLUTIONS by entering into separate joint ventures with four
companies, namely Quality Business Solutions Pty Ltd,
OneEmpower Pte Ltd, CyOne Inc. and HubOne Pty Ltd. This
will enable a closer working relationship with our SOLUTIONS
partners to deliver a customised suite of offerings more
efficiently and effectively to clients.
Looking back, Global Yellow Pages has indeed come a long
way. Today, we are more than just a directory publisher. We
have grown into an integrated solutions provider with three
core pillars of strength – search leadership, data expertise and
business solutions.
From pioneering Singapore’s search directory services, we
have become a leader in multi-platform search solutions,
providing integrated search solutions via print, digital, mobile
and voice. Our recent acquisitions to grow our business in the
digital space are hence strategic, as we continue to stay
ahead and remain relevant.
Global Yellow Pages has one of the most extensive and
comprehensive databases available, attested by our
partnership with SLA. With our strong database, we have
focused our business on data harvesting and data management
which we believe will yield higher value and greater returns.
Besides customising our comprehensive directories for our
target audiences, we also conduct regular detailed market
mapping and segmentation exercises to fine tune our
directories based on consumer information needs and usage
preference. By doing so, we aim to provide greater value for
our advertisers and users.
Business Solutions
•
Annual Report 2011
14
At Global Yellow Pages, we believe that SMEs are the
backbone of the Singapore economy and we are always on
the look-out for products and services to help them grow their
business. It has been our Group’s vision to become a onestop solutions centre, enabling SMEs in all facets of business
management and helping them overcome the challenges of
running a business.
To realise this vision, we launched SOLUTIONS in April 2011
to meet the evolving needs of our SME clientele. SOLUTIONS
is an extensive suite of services that Global Yellow Pages has
customised by bundling a range of different products
and applications, which include Customer Relationship
Management, Secure Digital Storage and Accounting and
Payroll Applications. We also brought together specialist
partners such as StarHub and Microsoft to give SMEs an
added advantage in business management and enhanced
service offerings.
We have received feedback from our clients that they would
like to leverage on more products to help grow their business
– and the joint ventures will undoubtedly provide SMEs with a
boost in productivity and improved operational efficiency. The
SOLUTIONS offerings provide significant cost savings and
give phenomenal value, which is the cornerstone of our
successful relationship with SMEs.
Our three core pillars have enabled us to stay close to our
customers. With our strengths integrated across search, data
and business solutions, we are able to partner the SMEs
effectively, understand their requirements and offer them
customised products that cater specifically to their needs.
With our core pillars now established, Global Yellow Pages is
ready to leverage on its next phase of growth.
GROWING IN THE YEAR AHEAD
FY2012 is shaping up to be an exciting year for Global Yellow
Pages. We have laid the foundations for a sound growth plan
and we are confident of the Group growing beyond its
traditional business model. We see exciting growth prospects
for the Group from both SOLUTIONS and its strategic
investments. More than that, we are also looking at new
revenue sources, with SOLUTIONS and new acquisitions.
MAINTAINING GROWTH IN OUR EXISTING
BUSINESS
Search, which has been a steady revenue contributor in
FY2011, will continue to be an area of focus. Moving ahead,
the Group will maintain our focus on our flagship print
products. However, we will also concentrate on our digital
search platforms, which we expect to register the fastest
growth amongst our search products.
Our business model for SOLUTIONS allows us to be a long
term partner to SMEs. By offering an integrated and
comprehensive suite of services, we are able to tap on our
existing customer base and engage in cross-marketing and
cross-selling initiatives for other services. This also helps
reach a broader range of customer segments and achieve
greater sales penetration.
We will also continue to enhance our data harvesting and
management services which is expected to yield greater
returns, enhancing value for our shareholders.
Apart from SOLUTIONS, the Group also sees growth from its
strategic investments in eFusion, ShowNearby, Global Digital
Express and Qpay. Besides direct revenue contribution, our
investments will also fuel our plans for a comprehensive
digital eco-system.
Finally, the Group will continue to explore tie-ups with strategic
business partners that will create synergy and expand the
relevancy of our services to our core clientele, the SMEs.
This two-pronged approach, via SOLUTIONS and our strategic
investments, will ensure that Global Yellow Pages becomes
an even more resilient company in the coming years.
Although FY2011 has proved to be challenging, it has been a
year of steady progress. Looking ahead, I am confident that
FY2012 will be a year of further development, greater
enhancements and new achievements as the foundations for
growth have been laid. I encourage our shareholders to remain
engaged with us as we walk this journey of exciting
transformation together. Finally, I would like to express my
heartfelt gratitude to our dedicated staff for their hard work,
my board colleagues for their support and wise counsel and
our loyal shareholders for standing with us.
15
STANLEY TAN
Executive Chairman & Acting Chief Executive Officer
As digital media becomes more widely adopted, there is a
need for us to grow our digital platforms to stay relevant and
provide greater user experience. We aim to offer services
across the entire consumer decision making process – from
initial search to final purchase transaction. Through our
enhanced offerings, we help SMEs become and remain
digitally relevant, connecting buyers and sellers in the digital
market place. While a gestation period is required to integrate
the investments, we are confident about their long-term
prospects and are optimistic about the potential growth that
they will bring to the Group.
Meanwhile, the Group is looking to expand its geographic
footprint within the region, which we plan to achieve via
suitable joint ventures with regional partners.
•
Annual Report 2011
Financial Review
OPERATING RESULTS
For the year ended 31 March 2011, the Group’s revenue of
S$41.5 million was 18.1% lower compared to last year due
mainly to a decline in revenue from print directories and the
timing differences in revenue recognition of certain print
directories offset by revenue from new subsidiaries acquired
during the year.
Share of results of associated companies was S$0.3million
lower than last year due mainly to lower revenue from
publications.
Despite an increase in expenses from the consolidation of
recently acquired subsidiaries, total expenses of S$30.3
million was a reduction of 11.9% from last year due mainly to
lower finance expenses arising from the redemption of the
S$130.0 million bonds in September 2009. Staff costs were
lower as a result of productivity improvements whilst printing
and material costs have also reduced with the discontinuance
of the Group’s magazines publications.
For FY2011, based on a weighted average number of shares,
the basic Earnings Per Share (EPS) was 2.08 cents and diluted
EPS was 2.07 cents compared to 4.33 cents for both basic
and diluted EPS for FY2010. The weighted average number of
shares was higher due to the Rights issue in September 2009
and this, together with lower profitability, resulted in a
decrease in the EPS.
Revenue
Earnings Per Share
(S $’Million)
59.3
60.0
Consequently, the Group posted net profit of S$11.3 million
for FY2011, lower than last year by 31.0%.
10.00
(S$’cents)
9.61 9.61
50.7
50.0
41.5
40.0
8.00
6.00
4.33 4.33
30.0
4.00
20.0
2.08 2.07
2.00
10.0
0.00
0.0
FY2009
FY2010
FY2009
FY2011
FY2010
FY2011
Diluted
Basic
Profit Before Tax/Profit After Tax
Return on Equity / Return on Assets
(S$’Million)
20.0
15.0
19.7
18.6
15.2
15.0
12.6
16.4
12.0
13.6
•
Annual Report 2011
16
11.5
10.0
6.0
5.0
8.3
9.0
7.3
5.7
5.9
5.2
3.0
0.0
0.0
FY2009
Profit Before Tax
FY2010
FY2011
Profit After Tax
Attributable to Equity
Holders of the Company
FY2009
Return on Equity
FY2010
FY2011
Return on Assets
(%)
FINANCIAL POSITION AND CASH FLOW
The Group’s cash and cash equivalents decreased by S$8.5
million from 30 March 2010 to close at S$7.1 million as at 31
March 2011 mainly due to payment of dividends and
investments in subsidiaries.
Net assets of S$195.7 million were lower by S$0.5 million as
compared with 31 March 2010 due to profits for the period
offset by dividends paid.
Trade and other receivables and intangible assets were higher
by S$5.5 million as compared to 31 March 2010 mainly due to
trade receivables from newly acquired subsidiaries and
goodwill arising on consolidation of these subsidiaries.
The Group’s policy on dividends is to return excess
cash to shareholders after taking into account current
earnings, working capital requirements, capital structure and
considerations for growth. The Board is proposing a final
dividend of 0.5 cents, following its interim dividend paid out in
December 2010 of 0.5 cents.
Total borrowings have decreased by S$3.5 million to S$15.3
million as at 31 March 2011 due to repayment during the year.
DIVIDEND
Non-controlling interests of S$1.8 million relates to minority
interest share of investments in subsidiaries.
Cash & Cash Equivalents
(S$’Million)
Debt/Equity Ratio
1.2
60.0
52.0
50.0
1.0
40.0
0.8
30.0
0.6
20.0
1.1
0.4
15.6
7.1
10.0
(Times)
0.2
0.1
0.1
FY2010
FY2011
0.0
0.0
FY2009
FY2010
FY2009
FY2011
17
Gross Dividend Yield ( % )
(Times)
Based on share price at close of business on 31 March of each Financial Year
2.4
2.5
14.0
1.9
2.0
10.0
1.0
6.0
5.9
5.9
FY2011
Annual Report 2011
8.0
•
1.5
0.5
12.9
12.0
4.0
0.5
2.0
0.0
0.0
FY2009
FY2010
FY2011
FY2009
FY2010
Current Ratio
•
Annual Report 2011
Our Search Capabilities
18
OUR SEARCH CAPABILITIES
Global Yellow Pages’ search capabilities are at the core of our
business strength. With an unrivalled information database at
our fingertips, we enable effective communication across all
spaces, from print to digital to mobile, serving users from all
walks of life.
19
•
Annual Report 2011
Global Yellow Pages
distributed its first product, a
general telephone directory,
in 1968. It quickly became
an indispensable household
tool. Although Global Yellow
Pages has since expanded
its stable of products to
include digital, mobile and
business solutions to better
serve its clients’ changing
needs, telephone directories
remain an integral part of
Global Yellow Pages’ search
capabilities.
The Roots of
Growth
Global Yellow Pages’ directories reach out directly to buying customers,
and this has helped power our growth. The results of an independent
survey conducted by iMail* amongst users in 2010 revealed that the
Yellow Pages® brand name still resonates strongly amongst consumers
today. Global Yellow Pages has further developed our directories to better
cater to the needs of different market segments.
Yellow Pages® Classified Directories
Yellow Pages® Consumer is a classified directory that not only
helps customers make informed purchasing decisions but also includes
relevant lifestyle articles and information.
Yellow Pages® Business serves the social, commercial and industrial
needs of business users. It includes a Trade Name Listings index, an
Industry Index and a Fast Find Index for maximum search efficiency.
Yellow Pages® Hotel welcomes both leisure and business visitors.
Fast facts, food recommendations and business information are all part of
the package that introduces visitors to Singapore.
•
Annual Report 2011
20
* An independent survey conducted by iMail in 2010 showed that 96% of Yellow Pages® users trust the
information found in Yellow Pages® directories, while 88% use it more often than any other directory.
SEARCH
Yellow Pages® Chinese is the only Chinese language
classified directory in Singapore, supporting Chinese
speakers by enabling contact between the community and
trusted businesses.
Exclusive Homes is a directory targeting owners of highvalue residential property and their unique lifestyle needs.
Articles contributed by specialists further enhance the
publication.
White Pages® Listings Directories
White Pages® Residential Listings is an extensive
White Pages® Business Listings is a comprehensive
business directory that lists subscribers alphabetically.
It includes a Directory of Public Services, in addition
to emergency numbers and the Government & QuasiGovernment Index.
Annual Report 2011
language listings directory in Singapore. Together with
Yellow Pages® Chinese, it forms an important contact tool
for the local Chinese-speaking community.
•
White Pages® Chinese Listings is the only Chinese
21
directory that alphabetically lists residential information.
It also contains emergency numbers and a Directory of
Government & Quasi-Government Listings so that essential
contact information is at the user’s fingertips.
Operating in the digital
age has brought new and
exciting developments to
Global Yellow Pages. We
have extended our search
capabilities into the virtual
world with online portals
such as Internet Yellow
Pages®, Internet White
Pages and Visitors.sg.
Exploring
Cyberspace
These portals help businesses reach out to people who might be interested
in their products and services. The intelligent search engines built into the
portals are useful in allowing buyers to make fast and informed purchases.
Internet Yellow Pages®
www.yellowpages.com.sg makes our flagship Yellow Pages® databases
available online 24 hours a day, 7 days a week. Users can search for
products and services in a certain location, businesses in a specific area
and residents who are listed in our directories. By signing up for a free
account, members can access even more contact information.
Internet White Pages
www.singaporephonebook.com.sg brings the power of the White
Pages® database online. Users can search for businesses via company
name or business phone number while residential searches can be
filtered by area.
Visitors.sg
www.visitors.sg caters to visitors to Singapore, whether they be leisure
tourists, executives attending MICE events or guests dropping by for
an appointment with medical specialists. The website is powered by
the Internet Yellow Pages® search engine, giving visitors an easy-to-use
resource to find restaurants, retail stores, spas and many more products
and services.
•
Annual Report 2011
22
SEARCH
Global Yellow Pages
understands the
importance of location
when it comes to search.
Whether your search
needs are localised to your
neighbourhood or changing
while you are on the go,
Global Yellow Pages’
search capabilities have
users covered.
Location, Location,
Location
MyTampines
mytampines.sg is a joint-effort between Global Yellow Pages and the
Tampines Town Council. MyTampines is a one-stop community portal for all
Tampines residents. There are various services available on the portal that
enable residents to access a localised directory, provide feedback to Tampines’
Members of Parliament and Ministers, read up on vibrant lifestyle features
and even access exclusive deals with merchants based in Tampines. There is
also an up-to-date Events section so that users can keep abreast of the latest
happenings in their neighbourhood.
ShowNearby
Global Yellow Pages invested in ShowNearby Pte Ltd
(ShowNearby) in July 2010. As Singapore’s leading
location-based service provider, ShowNearby provides
information to users primarily through the ShowNearby
mobile application. Available to devices running Apple’s
iOS, Google’s Android and RIM’s BlackBerry OS, the
app allows users to find nearby points-of-interest. Users
can choose from a comprehensive list of predefined
categories or do a customisable search. Other functions
built into the application include the booking of movie
tickets and taxi services with selected partners.
23
•
Annual Report 2011
Global Yellow Pages
publishes trade directories
under the Singapore
Information Services Pte
Ltd (INSIS) and Global
Yellow Pages imprints. The
INSIS trade directories are
supported by IE Singapore,
and are distributed at IE
Singapore’s overseas
offices, the Economic
Development Board’s
(EDB) overseas offices,
foreign trade missions, trade
shows, exhibitions and other
relevant offices.
•
Annual Report 2011
24
Advancing Trade
Locally and
Overseas
INSIS directories cover various industries. Singapore A.R.C.d
(Architecture Real Estate Construction Design) serves the architecture,
real estate and construction industries, while Singapore Exporters
focuses on Singapore companies wanting to expand their business
overseas. The Singapore Industrial Sourcing Guide supports the
manufacturing industry while S.M.O. (Singapore Marine Offshore
Oil & Gas) provides a comprehensive classified listing of marine-related
products and services. Middle East Connections is an Arabic publication
covering the Middle East. The directories are available in both print and
digital versions. More information is available at www.insis.com.
Global Yellow Pages’ Singapore Infocomm Guide is a guidebook that
serves the burgeoning local infocomm industry, and contains articles
contributed by industry heavyweights offering users discerning information
regarding the infocomm industry.
SEARCH
As Global Yellow Pages
forges ahead with its
local developments, our
overseas subsidiaries
and associates add to the
dynamism of the Group
beyond the boundaries of
Singapore.
Expanding Beyond
Geographical
Boundaries
Malaysia
India
Our subsidiaries Global YP Sdn Bhd and Tourism
Publications Corporation Sdn Bhd leverage on their
strengths to serve Malaysia’s Small & Medium Industry/
Small & Medium Enterprise (SMI/SME); Meetings,
Incentives, Conventions & Exhibitions (MICE) and tourism
industries. The SMI/SME Business Directory, Internet
SMI/SME Business Directory, Meeting Planner and
www.malaysiameetingplanner.com cover key industry
segments for effective B2B communications. We also
produce the Visitors Guide to Malaysia, a travel guidebook
distributed to reputable hotels throughout the country. It is
complemented by both the Visitors Malaysia Map series and
visitorsguide.com.my.
Our associate, Integrated Databases India Ltd (IDIL),
specialises in database information gathering, direct
marketing and directory publication and distribution. IDIL
leverages on its strengths in various markets to achieve
extensive B2B advertising solutions. With publications such
as C&I, Build Today, Wellness Guide, Education Today and
Textile Today, IDIL strategically facilitates communication
within the commercial and industrial sector, the construction
industry, the health industry, the education sector and the
textiles industry. IDIL has a pan-Indian presence with offices
in major cities in India.
25
•
Annual Report 2011
•
Annual Report 2011
Our Data Services
26
OUR DATA SERVICES
Global Yellow Pages’ strength in providing search solutions is
predicated on a core competency crucial to its business – data
management and harvesting. Leveraging on its extensive,
up-to-date database of information relating to residents and
businesses in Singapore, Global Yellow Pages offers services to
enable businesses to grow their customer base.
27
•
Annual Report 2011
Our Data Services
Global Yellow Pages’
reputation as a search leader
would not be possible
without its extensive
and current database of
information on nearly
every business owner and
resident in Singapore. This
database enables us to
help small, medium and
large enterprises effectively
capture the precise audience
for their products and
services.
Enabling and
Accelerating
Customer
Acquisition
Our heritage of over 40 years in producing Singapore’s leading residential
and business directories has enabled us to become specialists in data
harvesting and database management. This unique expertise allows us to
offer small, medium and large companies a diverse range of data services
to improve their marketing precision, customer acquisition and data
hygiene through Database Marketing, Data Management, Data Licensing
and Data Hosting.
Data Warehouse: Segments, Profiles, Analytics
Call Centre
Keyword Search
Advertising
Direct Mail
Fax
Web & Social Media
Mobile
Sales Communications
•
Annual Report 2011
28
Marketing Communications
MULTI-CHANNEL CUSTOMER ACQUISITION
DATA
CONSUMER SEGMENTS
Database Marketing
We offer pinpoint accuracy when it comes to
location-based data. This enables our clients to
find their customers wherever they are, whoever
they are. Our unique database segmentations take
direct marketing to a new level, radically improving
marketing effectiveness and accelerating
customer acquisition.
Age
Group
Profession
Foreigners/
Expatriates
New
Movers
Data Management
Every company commits large amounts of money
and resources to keeping their prospect and
customer databases updated. Data quality and
hygiene are essential to optimise investments
in marketing and minimise wastage. At Global
Yellow Pages, we help companies with a variety
of data management challenges including record
de-duping, record cleansing and data appending.
Gender
Multiple
Property
Owners
1,300,000
HOUSEHOLDS
Multiple
Home Line
Owners
Income
Range
Address
Sector
Upgraders
Housing
Type
BUSINESS SEGMENTS
Data Licensing
Industry
Businesses
with
X Number
of Phone
Lines
125,000
BUSINESSES
Business
Location
Annual Report 2011
Newly
Established
Businesses
Our expertise in managing databases allows us to
host and manage our clients’ databases, saving
them money on specialised resources, complex
infrastructure and tedious applications to manage
their customer databases. A further extension of
this capability is the offering of our data services
to companies on demand in a ‘Data-as-a-Service’
model.
•
Decision
Makers
Home-based
Businesses
Data Hosting
29
Multiple
Location
Businesses
Main
Business
As Global Yellow Pages is the authority in locationbased data with listings of all residential properties
and business entities in Singapore, we license
our data to help companies in retail and lifestyle
show their customers where they are located
to enable efficient search and fulfilment of a
product or service. This offering saves companies
considerable money and resources trying to keep
thousands of location listings up-to-date.
•
Annual Report 2011
Our Business Solutions
30
OUR BUSINESS SOLUTIONS
As a champion of SMEs, Global Yellow Pages is constantly
providing economical, yet effective means of accelerating the
growth of their businesses. This commitment saw Global Yellow
Pages achieving a new milestone in its drive to becoming a onestop centre for SMEs – offering an extensive suite of businessenabling tools.
31
•
Annual Report 2011
Setting up a business is
not easy. Global Yellow
Pages recognises this
and has launched a
suite of solutions that
can not only streamline
SMEs’ business
processes but save
on operational costs.
These solutions are
in line with our vision
of optimising relevant
technology to build
enduring enterprises.
•
Annual Report 2011
32
Coming Up With
Answers
With our business solutions, we want to free SMEs from the complexity and
cost of administrative and logistical matters and let them focus on nurturing their
business. These solutions were not created overnight. They are the fruits of our
working relationships with a multitude of SMEs over the years. Through these
relationships and from our own information databases, we have understood
SMEs’ critical needs and were able to design relevant solutions.
These solutions were developed together with specialists who are amongst the
best-in-class; specialists who are equally committed to helping SMEs grow their
enterprise in the most efficient and productive manner.
Office Productivity Suite
Microsoft® Office 365 empowers small businesses with the value, power
and simplicity of a set of web-enabled tools that lets you access your email,
documents, contacts and calendars from virtually anytime, anywhere, on
almost any device. The service brings together online versions of the best
communications and collaboration tools from Microsoft at a price that small
businesses can afford. In addition to this much-anticipated cloud service, Global
Yellow Pages is also currently offering Windows Intune™, a cloud-based PC
management solution with endpoint protection and upgrade rights to
Windows 7 Enterprise and future versions of Windows. Together with future
additions of Microsoft Dynamics® CRM Online and Windows Azure™, Global
Yellow Pages aims to give small businesses the capabilities and efficiencies to
grow and target more rapid success.
BUSINESS
Telecommunication Services
These telecommunication services are offered in partnership with StarHub,
one of Singapore’s most innovative info-communications providers, and
the pioneer in ‘hubbing’ - the delivery of unique integrated and converged
services to all its customers. These services will help businesses wire-up
their operations so that they will always be in touch with their associates,
employees, clients and potential customers. StarHub offers a full range of
information, communications and entertainment services for businesses of
every size. It also customises its solutions to meet customers’ needs, and
helps them stay ahead of the competition. These services include Business
Voice and IDD, high-quality mobile voice and mobile data services, a wide
range of Fixed Data services, IP/Internet services, Global Managed services,
as well as business solutions over Singapore’s Next Generation Nationwide
Broadband Network.
33
Accounting, Payroll & HR Services
•
Payroll
Human
Resources
Annual Report 2011
The Rosetta suite of software provides Accounting,
Payroll and HR services for businesses. Designed
to help companies manage their resources better,
it provides detailed accounting services that include
General Ledger, Accounts Receivable and Accounts
Payable. Payroll services include functions such as
multiple payroll runs, self-service leave/overtime
systems, historic pay slips and expense reporting.
Complementing these accounting and payroll
services is a suite of HR services.
Accounting
Winning & Keeping
Customers
Customer Relationship
Management Online
Cypernet is the result of a collaborative
effort with Coresoft that enables SMEs
to harness the power and benefits of
cloud computing in the field of customer
relationship management. The merits the
Cypernet cloud computing solution brings to
businesses are numerous. Businesses need
not manage their own computer network
nor pay for development. There is a reduced
risk of obsolesce and businesses can make
use of the latest software for a fraction of
the operating costs. Most importantly, it is a
system flexible enough to adapt to increasing
business needs as business grows.
Social
Networking
Customer Relationship
Management
Customer
Marketing
Billing
Web
Issue
Management
Sales
Tasks/
Calendar
OneFlexi™
The Complete Customer
Data Eco-system
•
Annual Report 2011
34
Mobile
Phone
Number
Loyalty/Pre-paid Card
Programme
Global Yellow Pages has tied-up
with leading customer relationship
management firm OneEmpower to offer
SMEs the OneFlexi™ rewards programme.
OneFlexi™ is a flexible rewards
programme with reward schemes and
reward types that clients can choose from.
This enables them to tailor their rewards
programme to best suit their customers’
wants and needs. This will not only enable
businesses to engage their customers but
also get to know them. Clients will gain
insight into their customers’ spending
behaviour, as well as their purchasing
power, while operational and statistical
reports let businesses further understand
their customers and maximise their lifetime value.
Capture
Customers
Track
Customers
Know
Customers
Engage
Customers
Satisfy
Businesses
Delight
Customers
BUSINESS
The Database Marketing solution enables businesses
to tap into Global Yellow Pages’ comprehensive database
of residential and commercial information, giving them the
means to effectively reach out to their target audiences via
various platforms.
The Yellowshop.sg e-Commerce solution is an
online sales platform that couples low startup and operating
costs with easy-to-use functionality and high levels of
security. This is ideal for SMEs who want to tap into the
online market but do not necessarily have the manpower or
resources to set up their own online store front.
The Web Design and Hosting solution helps
businesses design and host websites for a minimal fee.
Having a web presence is indispensable in today’s business
climate, and an engaging, up-to-date website will enable
businesses to be more accessible to their customers.
The Secure Storage solution offers businesses
an online digital vault that is secured by multi-factor
authentication. Businesses can use this secure digital space
to store and backup important documents and files and yet
access them anytime, anywhere.
35
The PromoPages solution gives businesses an online
space to advertise their promotion campaigns. They can list
information such as the promotions’ durations and terms
and conditions. This will be presented across multiple online
platforms for maximum exposure.
•
Annual Report 2011
Corporate Social Responsibility
We have been supporting
business growth in
Singapore for over 40 years,
serving Singaporeans and
visitors from all walks of life
and from all over the globe.
We work closely with small
and medium enterprises
who reportedly employ
more than 60% of the
Singaporean workforce.
Looking Beyond
The Business
As a community-based business, Corporate Social Responsibility (CSR) is
our way of helping the community that has supported us for so many
years. Our CSR initiatives deepen our bond with the community and also
strengthen bonds amongst our staff.
Our CSR initiatives focus on two main areas:
• Building community spirit through volunteering and giving
• Assisting the vulnerable in the community, especially needy children
and the elderly as a reminder to invest in the future and respect
our past
Building of Community Spirit
We engage the community through sponsoring charitable events and
creating an easy, cost-effective way for the community to be engaged in
recycling.
To encourage community participation in recycling projects, we
decentralised our system of distribution of phone directories. Subscribers
return their obsolete phone directories at the community centres
designated as distribution points during the directory collection exercise.
These obsolete directories are then recycled, forming part of our
continuous support to go green through environmentally friendly
practices.
We also engage our staff to take the initiative to organise internal
fundraisers for charities. One such fundraiser organised was for the
Mainly I Love Kids (MILK) fund, with the company matching every dollar
raised by our staff.
•
Annual Report 2011
36
Assisting the Young and Elderly at Risk
We avail our various media platforms to reach out to the public with fundraising initiatives of charities assisting the young and elderly at risk,
helping the public gain greater awareness of the impacting work of the
charities. We also offer web development services to help charities
design and maintain their websites.
We believe that giving back to the community will enrich everyone
involved. It instills brand consciousness, reinforces customer loyalty,
builds bonds amongst our staff and above all, helps the disadvantaged in
the community.
Corporate Governance Statement
The Company’s corporate governance practices and activities in respect of the financial year ended 31 March 2011 in relation
to each of the principles of the Code of Corporate Governance 2005 (the “Code”) are set out in the following segments, and
deviations from any guideline of the Code are explained.
BOARD MATTERS
Principle 1: The Board’s Conduct of its Affairs
The Board is entrusted with the overall management of the business affairs of the Company. The Board sets the overall strategy
and policies of the Group’s business direction, and ensures that sufficient resources are in place to meet its objectives. The
Board sets the Group’s values and standards, compliance and accountability systems, and ensures that obligations to the
Company’s shareholders are understood and met. It reviews the Group’s financial performance and key operational initiatives
and endorses the recommended framework of remuneration for the Board and key executives. The Board also assumes
responsibility for corporate governance.
The Board meets at least four times a year. In addition to scheduled Board meetings, ad hoc meetings are convened as and
when circumstances require. To facilitate the Board’s decision-making process, the Company’s Articles of Association provides
for directors to participate in Board meetings by conference telephone and similar communications equipment, and for Board
resolutions to be passed in writing, including by electronic means. During the financial year ended 31 March 2011, the Board
held 4 Board meetings.
In the discharge of its functions, the Board is supported by Board committees that provide independent oversight of management,
and which also serve to ensure that there are appropriate checks and balances. These key committees comprise the Audit
Committee, the Nominations Committee, the Remuneration Committee and the Executive Committee.
As at 31 March 2011, the Audit Committee and the Nominations Committee comprised entirely of non-executive directors. For
the Remuneration Committee and the Executive Committee, other than Mr Stanley Tan Poh Leng, who is Executive Chairman
and Acting Chief Executive Officer, the rest of the members of these committees are non-executive directors. Further details
of their composition and activities are provided below.
The Executive Committee was established on September 2007 and as at 31 March 2011, its members were Mr Stanley Tan Poh
Leng and Mr Andrew Tay Gim Chuan. The duties and responsibilities of the Executive Committee are to provide guidance to
management on the strategic development of the Group and to oversee the businesses and investments of the Group and
matters relating thereto.
Annual Report 2011
A formal letter setting out the director’s duties and responsibilities under the various regulations is issued to new directors upon
their appointment. The Company also conducts an in-house orientation programme, incorporating briefings from various
business and corporate units for new Board members to familiarise them with the Group’s business activities and strategies.
The company secretaries will also bring to the directors’ attention the Company’s governance practices, including policies on
disclosure of interest in securities, prohibitions on dealing in the Company’s securities and restrictions on disclosure of pricesensitive information. On-going training is provided by way of presentations, updates and agenda items, at Board and Board
•
The Board has put in place financial authorisation and approval limits for operating and capital budgets, procurement of goods
and services, and cheque signatory arrangements. Approval sub-limits are also provided at management level to facilitate
operational efficiency. Within these guidelines, the Board approves transactions above certain financial thresholds. The Board
approves the Group’s quarterly and full-year financial results for release to the Singapore Exchange Securities Trading Limited
(“SGX-ST”) and transactions of a material nature requiring announcement under the listing rules of the SGX-ST. Directors and
senior executives are briefed on the Group’s operations and are routinely updated on developments and changes in the operating
environment.
37
The number of Board and Board committee meetings held during the financial year ended 31 March 2011, and the attendance
of members at such meetings, is set out on page 45 of the Annual Report.
Committee meetings on, among other things, the Company’s business, regulatory developments, corporate governance and
investor relations matters.
Directors are at liberty to request further explanations, briefings or informal discussions on any aspect of the Group’s operations
or business issues from management.
Principle 2: Board Composition and Guidance
The Board of Directors as at 31 March 2011 comprised:
Mr Stanley Tan Poh Leng (Executive Chairman & Non-Independent Director)
Mr N. Simon Meers (Non-Executive & Independent Director)
Mr Ng Tiong Gee (Non-Executive & Independent Director)
Mr Pang Yoke Min (Non-Executive & Non-Independent Director)
Professor Tan Cheng Han (Non-Executive & Independent Director)
Mr Andrew Tay Gim Chuan (Non-Executive & Independent Director)
The Board has adopted the definition in the Code of what constitutes an independent director in its review of the independence
of each director.
Professor Tan Cheng Han, Mr N. Simon Meers, Mr Ng Tiong Gee and Mr Andrew Tay Gim Chuan are considered to be independent
for the purposes of the Code.
Mr Stanley Tan Poh Leng is not considered to be independent for the purposes of the Code by virtue of being a substantial
shareholder of the Company, he has a 21.65% interest in the Company (both direct and deemed through Global Media Holdings
Pte Ltd as at 16 June 2011.
Mr Pang Yoke Min is not considered to be independent for the purposes of the Code by virtue of being a shareholder of Global
Media Holdings Pte Ltd, a substantial shareholder with a 19.33% direct interest in the Company as at 16 June 2011.
•
Annual Report 2011
38
The Board size and composition are reviewed from time-to-time by the Nomination Committee, with a view to ensuring that the
Board is of an appropriate size that is conducive for effective decision-making, has an appropriate balance of independent
directors, and comprise directors with the right skills and expertise to meet the industry and business needs of the Company.
The Board comprises persons who, as a group, provides the necessary core competencies, and includes experienced
professionals with management, legal, information technology, financial, accounting, asset management, publishing and print
media backgrounds. This enables management to benefit from their external and objective perspectives of issues that are
brought before the Board.
The non-executive directors also help to develop proposals on strategy, actively participate in discussions and decision-making
at Board and Board Committee levels, as well as in open and candid discussions with management. The non-executive directors
review the performance of management in meeting agreed goals and objectives.
Information on the Board members is provided under the section “Board of Directors” in the Annual Report.
Principle 3: Chairman and Chief Executive Officer
The Company strives to have separate and distinct roles of the Chairman and the Chief Executive Officer in order to be
consistent with the principle of instituting an appropriate balance of power and authority. The Executive Chairman, Mr Stanley
Tan Poh Leng is currently the Acting Chief Executive Officer while the Company is in search for a suitable candidate for the
appointment of Chief Executive Officer in continuing with the Company’s succession planning. Notwithstanding the dual role,
the strong element of independence on the Board and its Committees ensures an appropriate balance of power and level of
accountability as well as the capacity of the Board for independent decision making.
As Chairman, Mr Stanley Tan Poh Leng is responsible for leading the Board and facilitating its effectiveness and his duties
include promoting high standards of corporate governance. As the Acting Chief Executive Officer, Mr Stanley Tan Poh Leng is
responsible for the business direction and operational decisions of the Group.
As part of his duties, the Chairman also ensures that Board meetings are held when necessary and sets the Board meeting
agenda. The Chairman reviews Board papers on significant issues before they are presented to the Board and ensures that
Board members are provided with accurate, timely and clear information. The Chairman monitors communications and relations
between the Company and its shareholders, between the Board and management, and within the Board.
Principle 4: Board Membership
The Nominations Committee makes recommendations to the Board on all Board appointments. As at 31 March 2011, the
Nominations Committee was chaired by Professor Tan Cheng Han (who is not, either directly or indirectly, associated with any
substantial shareholder of the Company) and its other members were Mr Pang Yoke Min and Mr Ng Tiong Gee. Professor Tan
Cheng Han and Mr Ng Tiong Gee are non-executive independent directors, and Mr Pang Yoke Min is a non-executive and nonindependent director. The Nominations Committee is guided by its Board-approved written terms of reference, and serves to
ensure a formal and transparent process for the nomination of directors to the Board.
The Nominations Committee may identify candidates for appointment as new directors through the business network of Board
members or engage external independent professional advisors to assist in the search for suitable candidates. The Nominations
Committee will generally identify suitable candidates skilled in core competencies such as strategic planning, accounting or
finance, business or management expertise, industry knowledge and customer-based experience.
If the Nominations Committee decides that the candidate is suitable, the Nominations Committee then recommends its choice
to the Board of Directors. Meetings with such candidates may be arranged to facilitate open discussion. Upon appointment,
arrangements will be made for the new director to be briefed by the management.
The Nominations Committee is charged with determining annually whether or not a Director is independent, bearing in mind
the circumstances set forth in the Code and any other salient factors. The Nominations Committee is also charged with the
responsibility of re-nomination having regard to the Director’s contribution and performance (e.g., attendance, preparedness,
participation and candour). The Nominations Committee determines if directors who hold multiple board representations give
sufficient time and attention to the affairs of the Group.
Principle 5: Board Performance
•
Annual Report 2011
The Nominations Committee acknowledges the importance of a formal assessment of Board performance and gives careful
consideration to the establishment of objective performance criteria by which the Board’s performance may be evaluated. The
Nominations Committee has considered and assessed the performance and contributions of all of the Board members, taking
into account their attendance, and participation at Board meetings and their time and efforts devoted to the business and affairs
of the Company and the Group.
At each Annual General Meeting of the Company, not less than one-third of the directors for the time being (being those who
have been longest in office since their last appointment or re-election), and a director who, if he did not retire at that Annual
General Meeting, would at the next Annual General Meeting have held office for more than three years, are required to retire
from office by rotation. A retiring director is eligible for re-election by shareholders at the Annual General Meeting. In addition,
all newly-appointed directors will hold office only until the next Annual General Meeting and will be eligible for re-election.
39
Principle 6: Access to Information
Directors have separate and independent access to management and the company secretaries. The Board is provided with
relevant information and comprehensive analysis by management pertaining to matters to be brought before the Board for
discussion and decision. Management also provides regular reports on the Group’s financial performance and operations to the
Board. Board papers are sent to all directors in advance of the Board meeting. Senior managers who have prepared the papers,
or who can provide additional insight on the matters to be discussed, are normally invited to present the paper or attend the
Board meeting. The company secretaries attend Board meetings and are responsible for, amongst other things, ensuring that
Board procedures are observed and that applicable rules and regulations are complied with. The appointment and the removal
of the company secretaries is deliberated on by the Board as a whole.
Where necessary, the Company will, upon the request of directors (whether as a group or individually), provide them with
independent professional advice, at the Company’s expense, to enable them to discharge their duties.
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
Remuneration Committee
As at 31 March 2011, the Remuneration Committee was chaired by Mr Ng Tiong Gee and its other members were Mr N. Simon
Meers, Mr Pang Yoke Min and Mr Stanley Tan Poh Leng. Mr Ng Tiong Gee and Mr N. Simon Meers are non-executive and
independent directors. Mr Pang Yoke Min is a non-executive and non-independent director, and Mr Stanley Tan Poh Leng is an
executive and non-independent director. Although less than a majority of the Remuneration Committee members are
independent (the Remuneration Committee is constituted half by independent directors and half by non-independent directors),
the Board believes that the risk of potential conflict of interest is minimal. The Chairman of the Remuneration Committee, Mr
Ng Tiong Gee, is an independent director and has, in the case of an equality of votes, a second or casting vote in respect of
decisions to be made by the Remuneration Committee. The Remuneration Committee has access to expert professional advice
on executive compensation matters whenever there is a need to consult externally. The Remuneration Committee is guided by
its Board-approved written terms of reference.
•
Annual Report 2011
40
The Remuneration Committee recommends to the Board a framework of remuneration for the Board and key executives, and
determines the specific remuneration package for the Chief Executive Officer. The Remuneration Committee’s recommendations
are submitted for endorsement by the entire Board. The Remuneration Committee covers all aspects of remuneration, including
but not limited to directors’ fees, salaries, allowances, bonuses, options and benefits in kind.
The Remuneration Committee also administers the Global Yellow Pages Share Option Scheme.
Remuneration Policy
The Company adopts an overall remuneration policy for staff comprising a fixed component in the form of a base salary. The
variable component is in the form of a bonus that is linked to the Company’s and the individual’s performance.
In determining the remuneration for the Chief Executive Officer and key executives, the Remuneration Committee takes into
account the following principles:
a) the remuneration should motivate the executives to achieve the Company’s performance targets;
b) the performance-related elements of remuneration should form a significant part of their total remuneration package;
c) the interests of the executives should be aligned with shareholders; and
d) the remuneration should be directly linked to the performance of the Group and individual performance.
The non-executive directors’ fees are set in accordance with a remuneration framework comprising basic retainer fees for each
non-executive director, additional fees for the appointments to the various committees established by the Board and attendance
fees for attendance at Board and Board committee meetings. Factors such as effort and time spent, and responsibilities of the
directors, are taken into account. Directors’ fees are subject to the approval of shareholders at the Annual General Meeting.
The breakdown of the remuneration of directors and key executives (who are not also Directors) for the financial year ended 31
March 2011 is as follows:
Remuneration Band
Fixed
Variable
Component (2)
Benefits Fees (3)
And Name of Director
Component (1)
%
%
%
%
$500,000 to $750,000
Stanley Tan Poh Leng 86.6%
-
-
13.4%
Total
Compensation
%
100.0%
Below $250,000
N. Simon Meers
Ng Tiong Gee
-
-
-
-
-
-
100.0%
100.0%
100.0%
100.0%
-
-
-
100.0%
100.0%
Pang Yoke Min -
-
-
100.0%
100.0%
-
-
-
100.0%
100.0%
Remuneration Band and
Name of Key Executive
$250,000 to $500,000
Freddie Tan Poh Chye 98.4%
1.2%
0.4%
-
100.0%
Below $250,000
Channe Kristien Man (4)
97.8%
David Cheah Synn-Wei
Anil Kumar
Christopher Lee Tian Lian
-
2.2%
-
100.0%
99.7%
-
0.3%
-
100.0%
98.2%
1.5%
0.3%
-
100.0%
-
0.2%
-
100.0%
97.7%
-
2.3%
-
100.0%
Daniel Lee Siong Yan
97.7%
-
2.3%
-
100.0%
Ethan Tan Tsze Wee (7)
99.8%
-
0.2%
-
100.0%
Jimmy Tay Lye Soon (8)
97.7%
-
2.3%
-
100.0%
Stephen Williams
97.6%
-
2.4%
-
100.0%
(9)
(6)
Annual Report 2011
As disclosed above, the annual remuneration of Mr Freddie Tan Poh Chye, who is the brother of Mr Stanley Tan Poh Leng,
Executive Chairman and Acting CEO, exceeds S$150,000.
•
(1) Fixed Component refers to base salary earned and annual wage supplement, if applicable, for the year ended 31 March 2011.
(2) Variable Component refers to variable bonus paid during the year ended 31 March 2011.
(3) Fees include Director’s fees and professional fees for consultancy services provided.
(4) Joined the Company on 11 February 2011
(5) Joined the Company on 28 March 2011
(6) Joined the Company on 1 February 2011 and resigned from the Company on 31 May 2011
(7) Joined the Company on 28 March 2011 and resigned from the Company on 17 June 2011
(8) Joined the Company on 1 February 2011 and resigned from the Company on 15 June 2011
(9) Resigned from the Company on 19 November 2010.
41
99.8%
Richard Sim Kain Wee (5)
The Company has adopted the Global Yellow Pages Share Option Scheme (the “Scheme”). The Scheme provides an opportunity
for eligible employees of the Company and its subsidiaries to participate in the equity of the Company.
No new options were granted under the Scheme during the financial year ended 31 March 2011. There were no share options
outstanding as at the end of the financial year ended 31 March 2011.
Some details of the Scheme are set out in the Directors’ Report to the audited accounts for the financial year ended 31 March
2011. The following are additional information on the Scheme:
(a) The maximum size of the Scheme is 10% of the issued shares in the capital of the Company.
(b) All options granted under the Scheme as at 31 March 2011 were granted at an exercise price of $1.66, being the offering
price for the initial public offering of shares of the Company in Singapore.
(c) All options granted under the Scheme as at 31 March 2011 may only be exercised during the period commencing on the day
after the first anniversary of the date of grant and expiring on the tenth anniversary of the date of grant.
The Scheme was amended on 23 June 2008 to take into account the changes made to the Companies Act, Chapter 50 pursuant
to the Companies (Amendment) Act 2005 in relation to, inter alia, the abolition of the par value concept of shares and the use
of treasury shares for employee share plans, In addition to the allotment and issuance of new shares, the Scheme now allows
the delivery of existing shares (including treasury shares) pursuant to the exercise of options under the Scheme.
ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
Principle 11: Audit Committee
Principle 12: Internal Controls
Accountability
The Board has overall responsibility to shareholders for ensuring that the Group is well managed and guided by its strategic
objectives. In presenting the Group’s quarterly and annual financial statements to shareholders, the Board aims to provide a
balanced and understandable assessment of the Group’s performance, position and prospects.
•
Annual Report 2011
42
Management provides all members of the Board with accounts and reports on the Group’s financial performance and position
on a quarterly basis. Although management does not provide reports on a monthly basis, all directors nevertheless have
unrestricted access to the Group’s records and information through requests for further explanations, briefings and informal
discussions on the Group’s operations or business issues from management.
Audit Committee
As at 31 March 2011, the Audit Committee members were Mr N. Simon Meers (Chairman), Professor Tan Cheng Han and
Mr Andrew Tay Gim Chuan. Mr N. Simon Meers, Professor Tan Cheng Han and Mr Andrew Tay Gim Chuan are independent
non-executive directors. At least two members of the Audit Committee have accounting or financial management expertise
and related financial experience. The Audit Committee’s scope of authority is formalised in its approved terms of reference,
which include the statutory functions of an audit committee as prescribed under the Companies Act, Chapter 50, the Code and
Chapter 9 of the Listing Manual of the SGX-ST.
The Audit Committee has authority to perform the functions and to investigate any matter specified within its terms of reference,
and has full access to and co-operation of management, and full discretion to invite any executive director or executive officer
to attend its meetings. Reasonable resources have been made available to the Audit Committee to enable it to discharge its
duties.
The activities of the Audit Committee include the following:
• To review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements
of the Company and the Group and any formal announcements relating to the Company’s and the Group’s financial
performance.
• To review the balance sheet and statement of changes in equity of the Company and consolidated financial statements of
the Group for the quarterly and full-year results prior to their submission to the Board;
• To make 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.
• To review with external auditors their (i) annual audit plan, findings, and recommendations to management as well as
management’s response and (ii) audit report;
• To review the assistance given by management to the external auditors;
• The Audit Committee and the external auditors review areas of identified risks and where critical accounting estimates,
assumptions and judgements are made, which include the review of impairment of intangibles and trade receivables.
• To review interested person transactions and conflict of interest situations that may arise within the Group;
• To review the adequacy of the Group’s internal financial controls, operational and compliance controls, and risk management
policies and systems (collectively referred to as “internal controls”); and
• To review the adequacy and effectiveness of the Group’s internal auditors, including the adequacy of internal audit resources
and their evaluation of the overall risk profile and internal controls systems as well as the scope and results of the internal
audit procedures.
In the event the Audit Committee becomes aware of a suspected fraud or irregularity which has or is likely to have a material
impact on the financial results of the Group, it will commission an investigation into the matter and review and report the
findings of the investigation to the Board of Directors.
The Audit Committee has undertaken a review of all non-audit services provided by the external auditors during the financial
year and reviewed the independence and objectivity of the external auditors, and after having been satisfied with its standard
of audit, independence and objectivity recommends to the Board the re-appointment of PricewaterhouseCoopers LLP as
auditors for the financial year ending 31 March 2012. The independence of the external auditors is reviewed annually. The Audit
Committee has met with the external auditors without management during the year.
Management has put in place, and the Audit Committee has endorsed, arrangements by which employees of the Group may,
in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The objective for
such arrangements is to ensure independent investigation of such matters and for appropriate follow-up action, and to encourage
the reporting of such matters, in good faith, with the confidence that employees making such reports will be treated fairly and
to the extent possible, protected from reprisal. •
Annual Report 2011
Key internal controls of the Group include:
• Establishment of policies and approval limits for key financial and operational matters, and the rules relating to the delegation
of authorities;
• Documentation of key processes and procedures;
• Segregation of incompatible functions which give rise to a risk of errors or irregularities not being promptly detected;
• Safeguarding of assets;
• Maintenance of proper accounting records;
• Ensuring reliability of financial information;
• Ensuring compliance with appropriate legislation and regulations; and
• Having qualified and experienced persons take charge of important functions.
Internal Controls
The Group continually reviews and improves its business and operational activities to identify areas of significant business risk
as well as take appropriate measures to control and mitigate these risks. These include the implementation of safety, security
and internal control measures and taking up appropriate insurance coverage. The Group’s financial risk management programme
seeks to minimise potential adverse effects of the unpredictability of financial markets on the Group’s financial performance.
The financial risk management policies are outlined in Note 30 of the Notes to the Financial Statements.
43
The Audit Committee ensures that a review of the effectiveness of the Company’s internal controls is conducted at least
annually. The Audit Committee has met with the internal auditors without management during the year.
The Board is not aware of any material inadequacy in the overall internal controls and processes currently in place.
Principle 13: Internal Audit
The Board recognises the need and is responsible for maintaining a system of internal control processes to safeguard
shareholders’ investments and the Group’s business and assets. The effectiveness of the internal financial control systems and
procedures is monitored by the Audit Committee.
The Company has established its internal audit function and outsourced it to a reputable international accounting firm, who is
rated as generally conforming to the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal
Auditors. The internal audit function reports to the Chairman of the Audit Committee and is assisted by management in its
detailed work. The Audit Committee ensures, at least annually, the adequacy of the internal audit function and reviews and
approves the internal audit plan.
COMMUNICATION WITH SHAREHOLDERS
Principle 14: Communication with Shareholders
Principle 15: Encouraging Greater Shareholder Participation
The Company communicates information to shareholders and the investing community through announcements that are
released to the SGX-ST via SGXNET. Such announcements include the quarterly and full-year results, material transactions, and
other developments relating to the Group requiring disclosure under the corporate disclosure policy of the SGX-ST.
All shareholders of the Company are sent a copy of the Annual Report and notice of the Annual General Meeting. The notice of
Annual General Meeting, which sets out all items of business to be transacted at the Annual General Meeting, is also advertised
in the newspapers. The Company also maintains a website at www.yellowpages.com.sg where the public can access
information on the Group.
The Company’s main forum for dialogue with shareholders takes place at its Annual General Meeting, where the members of
the Board, senior management and the external auditors are in attendance. At the Annual General Meeting, shareholders will
be given the opportunity to air their views and ask questions regarding the Company.
•
Annual Report 2011
44
The Group believes in encouraging shareholder participation at general meetings. A shareholder who is entitled to attend and
vote may either vote in person or in absentia through the appointment of one or more proxies (who can either be named
individuals nominated by the shareholder to attend the meeting or the Chairman of the meeting as the shareholder may select).
The Company’s Articles of Association have not yet been amended to allow for other absentia voting methods such as by mail,
electronic mail, fax and/or other methods. Such amendments may be proposed if the necessary security and other measures
that can protect against errors, fraud and other irregularities that could arise from such absentia voting methods become
available on a cost-effective basis, and the Board views that this is of sufficient interest to the Company’s shareholders.
At each Annual General Meeting, the Board presents the progress and performance of the Group and encourages shareholders
to participate in the question and answer session. The external auditors are present to address shareholders’ queries on the
conduct of audit and the preparation and content of the auditors’ report.
The Chairman of each of the Audit, Nominations and Remuneration Committees, or members of the respective Committees
standing in for them, are present at each Annual General Meeting, and other general meetings held by the Company, if any, to
address shareholders’ queries. Senior management are also present at general meetings to respond, if necessary, to operational
questions from shareholders that may be raised.
DEALINGS IN SECURITIES
The Company has adopted the principles and best practices on dealings in securities as contained in the Listing Manual of the
SGX-ST. Directors and staff are to refrain from dealing in the securities of the Company during the periods commencing two
weeks before and up to the date of announcement of the Company’s quarterly results and one month before and up to the date
of announcement of the Company’s full-year results, or while in possession of unpublished price-sensitive information.
Board and Committee Meetings held during the Financial Year ended 31 March 2011
Members Board
Audit Committee
Remuneration Committee
Held Attendance Held Attendance Held Attendance Nominations
Committee
Held Attendance
4
4
NA
NA
1
1
NA NA
N. Simon Meers
4
4
4
4
1
1
NA NA
Ng Tiong Gee
4
4
NA
NA
1
1
1
1
Pang Yoke Min
4
4
NA
NA
1
1
1
1
4
4
4
4
NA
NA
1
1
4
4
4
4
NA
NA
NA
NA
NA – Not applicable
The Executive Committee has met periodically during the course of the financial year ended 31 March 2011.
45
•
Annual Report 2011
FINANCIAL REPORTS
48 51 52 53 54
55
56
57
94
95
98
Directors’ Report
Statement By Directors
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Balance Sheets
Consolidated Statement of
Changes In Equity
Consolidated Cash Flow Statement
Notes To The Financial Statements
Additional Information
Shareholders’ Information
Notice of Annual General Meeting
Proxy Form
48
Global Yellow Pages Share Option Scheme
The Global Yellow Pages Share Option Scheme (the “Scheme”) for employees (including executive directors) and non-executive
directors of the Group was adopted by the shareholders of the Company on 29 October 2004. The Scheme shall remain in force
for a maximum of 10 years unless extended.
The Remuneration Committee is responsible for administering the Scheme. As at the date of this report, the Committee
members are Ng Tiong Gee (Chairman), N. Simon Meers, Pang Yoke Min and Stanley Tan Poh Leng.
Under the Scheme, options to subscribe for the ordinary shares of the Company are granted to employees of the Company or
its subsidiaries (including executive directors) with at least one year of service prior to the date of grant and to non-executive
directors of the Group at the absolute discretion of the Remuneration Committee. The exercise price of the granted options can
be equal to, higher than or set at a discount to the average of the last dealt prices of the Company’s ordinary shares on the
Singapore Exchange Securities Trading Limited (“SGX-ST”) for the five consecutive trading days immediately preceding the date
of grant (“Market Price”). The discount granted shall not exceed 20% of the Market Price.
The vesting of granted options is conditional on the Group achieving its targets of profitability and subject to individual
performance of the participant. The options are exercisable, upon vesting, for varying contractual option terms of up to ten
years after the date of grant. The options may be exercised in full or in part in respect of 1,000 shares or a multiple thereof, on
the payment of the exercise price. The persons to whom the options have been issued have no right to participate by virtue of
the options in any share issue of any other company. The Group has no legal or constructive obligation to repurchase or settle
the options in cash.
No option has been granted under the Scheme except for the options granted (“Options Exchange”) in place of the outstanding
and unexercised share options granted by Asia Directory S.à r.l in respect of the shares in Asia Directory S.à r.l held by some
members of the management, which were terminated on the date of the Company’s listing on the Main Board of the SGX-ST
on 9 December 2004 (“Listing Date”). Asia Directory S.à r.l was the Company’s immediate and ultimate holding corporation
prior to the Listing Date.
No options have been granted to controlling shareholders of the Company or their associates (as defined in the Listing Manual
of the SGX-ST).
No key management or employee has received 5% or more of the total number of options available under the Scheme during
the financial year. No director or employee of the Company and its subsidiaries has received 5% or more of the total number
of options available to all directors and employees of the Company and its subsidiaries under the Scheme during the financial
year.
No options have been granted at a discount during the financial year.
There were no share options outstanding as at the end of the financial year.
During the financial year, no shares of the Company have been allotted and issued by virtue of the exercise of options to take
up unissued shares of the Company or any subsidiary.
49
•
Annual Report 2011
Directors’ Report
For The Financial Year Ended 31 March 2011
Audit Committee
The members of the Audit Committee at the date of this report are as follows:
N. Simon Meers (Chairman)
All members of the Audit Committee are non-executive directors and are independent. At least two members of the Audit
Committee have accounting or financial management expertise and related financial experience.
The Audit Committee carried out its functions in accordance with, inter alia, Section 201B(5) of the Singapore Companies Act,
Chapter 50. In performing those functions, the Audit Committee met during the financial year to review the scope of the internal
audit functions and the scope of work of the statutory auditors, and the results arising therefrom, including their evaluation of
the system of internal controls. The Audit Committee also reviewed the assistance given by the Company’s officers to the
auditors. The balance sheets of the Company and of the Group as at 31 March 2011, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement of the Group for
the year then ended were reviewed by the Audit Committee prior to their submission to the Board of Directors for adoption.
In addition, the Audit Committee has also reviewed the interested person transactions and the conflict of interest situations that
may arise within the Group.
The Audit Committee has recommended to the Board of Directors that the independent auditor, PricewaterhouseCoopers LLP,
be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.
Independent Auditor
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re‑appointment.
On behalf of the directors
•
Annual Report 2011
50
N. Simon Meers Director 28 June 2011
Director
Statement By Directors
In the opinion of the directors,
(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages 53 to 93
are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 March 2011,
and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; 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
N. Simon Meers Director
Director
28 June 2011
51
•
Annual Report 2011
Independent Auditor’s Report
to the members of Global Yellow Pages Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Global Yellow Pages Limited (the “Company”) and its subsidiaries
(the “Group”) set out on pages 53 to 93 which comprise the consolidated balance sheet of the Group and the balance sheet of
the Company as at 31 March 2011, the consolidated statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated cash flow statement of the Group for the financial year then ended, and a summary of
significant accounting policies and other explanatory information.
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 (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, that 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.
Auditor’s 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
controls 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 controls. 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.
Opinion
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.
•
Annual Report 2011
52
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 so as to give a true and fair view
of the state of affairs of the Group and of the Company as at 31 March 2011, and the results, changes in equity and cash flows
of the Group for the financial year ended on that date.
PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore, 28 June 2011
Consolidated Statement Of Comprehensive Income
•
Annual Report 2011
The accompanying notes form an integral part of these financial statements.
53
Note
2011
2010
$’000
$’000
Revenue
4
41,527
50,725
Other gains (net) 5
2,349
2,965
Printing and material costs
(2,396)
(3,123)
Staff costs
6
(14,447)
(15,297)
Other expenses
7
(10,899)
(10,323)
Finance expenses
8
(810)
(3,525)
Depreciation
20
(1,169)
(1,245)
Amortisation
21(b) & (d)
(613)
(907)
Total expenses
(30,334)
(34,420)
Share of results of associated companies
19
95
382
Profit before income tax
13,637
19,652
Income tax expense
9(a)
(2,350)
(3,291)
Net profit 11,287
16,361
Other comprehensive income/(loss)
Currency translation differences
(173)
40
Fair value loss on cash-flow hedges
(125)
Total comprehensive income
10,989
16,401
Profit/(loss) attributable to:
Equity holders of the Company
11,531
16,361
Non-controlling interests
(244)
11,287
16,361
Total comprehensive income/(loss) attributable to:
Equity holders of the Company
11,233
16,401
(244)
10,989
16,401
Earnings per share attributable to equity holders of the Company
10
- Basic
2.08 cents 4.33 cents
- Diluted
2.07 cents 4.33 cents
Balance Sheets
As at 31 March 2011
Group
Company
Note
2011
2010
2011
2010
$’000
$’000
$’000
$’000
ASSETS
Current assets
Cash and cash equivalents
11
7,130
15,581
5,373
14,929
Trade and other receivables
12
16,210
15,433
13,046
12,034
Inventories
13
602
1,365
602
1,365
Other current assets
14
831
706
500
478
Due from subsidiaries
15(a)
-
-
62
209
Due from an associated company
16(a)
33
1
-
24,806
33,086
19,583
29,015
Non-current assets
Other non-current assets
17
115
65
102
52
Investments in subsidiaries
18
-
-
13,610
6,485
Investments in associated companies
19
2,013
2,165
1,955
1,955
Property, plant and equipment
20
13,414
14,281
13,306
14,258
Intangible assets
21
180,550
175,826
172,166
172,300
196,092
192,337
201,139
195,050
Total assets
220,898
225,423
220,722
224,065
LIABILITIES
Current liabilities
Trade and other payables 22
4,401
4,632
3,353
4,035
Advance receipts and billings
2,742
2,558
2,536
2,433
Derivative financial instruments
23
81
-
81
Due to subsidiaries
15(b)
-
-
6,143
2,997
Due to associated companies
16(b)
61
88
57
88
Borrowings
24
3,545
3,545
3,545
3,545
Current income tax liabilities
9(b)
2,445
2,945
2,381
2,737
13,275
13,768
18,096
15,835
•
Annual Report 2011
54
Non-current liabilities
Borrowings
24
11,733
15,278
11,733
15,278
Derivative financial instruments
23
43
-
43
Due to a subsidiary
15(c)
-
-
500
Deferred income tax liabilities
9(c)
161
149
134
142
11,937
15,427
12,410
15,420
29,195
30,506
31,255
NET ASSETS
195,686
196,228
190,216
192,810
Total liabilities
25,212
SHAREHOLDERS’ EQUITY
Share capital
25
155,790
155,552
155,790
155,552
Share option reserve
27
57
57
57
57
Cash flow hedge reserve
27
(125)
-
(125)
Currency translation reserve
27
(653)
(480)
-
Retained earnings
26
38,771
41,099
34,494
37,201
Capital and reserves attributable to
equity holders of the Company
193,840
1,846
196,228
-
190,216
-
192,810
-
Total equity
195,686
196,228
190,216
192,810
Consolidated Statement Of Changes In Equity
Note
Share
capital
$’000
Share Cash flow
Currency Nonoption
hedge translation Retained controlling reserve
reserve
reserve earnings
Total
interests $’000
$’000
$’000
2011
Balance at 1 April 2010 155,552
57
-
(480)
Total comprehensive
Income/(loss) for
the year
-
-
(125)
(173)
Issue of shares
25
238
-
-
-
Dividend paid
28
-
-
-
-
Acquisition of
subsidiaries
-
-
-
-
Balance at 31 March 2011 155,790
57
(125)
(653)
2010 Balance at 1 April 2009
Total comprehensive
income for
the year Issue of shares
25
Share issue expenses
$’000
$’000
41,099 196,228
$’000
Total
equity
$’000
- 196,228
11,531
11,233
(244)
10,989
-
238
-
238
(13,859) (13,859)
-
(13,859)
2,090
2,090
-
-
38,771 193,840
1,846 195,686
24,738 120,964
- 120,964
96,689
57
-
(520)
-
-
-
40
16,361
16,401
-
16,401
59,274
-
-
-
-
59,274
-
59,274
(411)
-
-
-
-
(411)
-
Balance at 31 March 2010
155,552
57
-
(480)
41,099 196,228
(411)
- 196,228
55
•
Annual Report 2011
Consolidated Cash Flow Statement
•
Annual Report 2011
56
Note
2011
2010
$’000
$’000
Cash flows from operating activities Net profit
11,287
16,361
Adjustments for:
Income tax expense
2,350
3,291
Share of results of associated companies
(95)
(382)
Depreciation 1,169
1,245
Gain on disposal of investment property and property,
plant and equipment
(5)
(603)
Amortisation 613
907
Gain on disposal of club membership
-
(1)
Interest income
(21)
(160)
Interest expense
808
3,219
Write off of goodwill on consolidation
-
485
Unrealised translation (gain)/loss
(13)
9
16,093
24,371
Change in working capital, net of effects from acquisition of subsidiaries
Inventories
763
4,541
Receivables
569
(2,369)
Advance receipts and billings
52
(6,370)
Payables
(1,398)
325
Cash generated from operations
16,079
20,498
Income tax paid
(2,821)
(3,571)
Net cash provided by operating activities
13,258
16,927
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
11
(3,024) Purchase of property, plant and equipment
(174)
(525)
Purchase of intangible assets
(567)
(83)
Proceeds from disposal of investment property and property, plant and equipment -
1,996
Proceeds from disposal of club membership
-
23
Interest received
25
188
Dividends received 85
386
Net cash (used in)/provided by investing activities
(3,655)
1,985
Cash flows from financing activities
Net proceeds from issue of shares
238
58,863
Proceeds from borrowings
6,100
21,800
Repayment of borrowings
(9,780)
(2,640)
Payment of deferred financing costs
-
(405)
Redemption of bonds
-
(130,000)
Interest paid
(752) (2,997)
Dividends paid to shareholders
(13,859)
Net cash used in financing activities
(18,053) (55,379)
Net decrease in cash and cash equivalents
(8,450) (36,467)
Cash and cash equivalents at beginning of the financial year
15,581 52,050
Effects of exchange rate changes on cash and cash equivalents
(1) (2)
Cash and cash equivalents at end of the financial year
7,130 15,581
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General information
Global Yellow Pages Limited (the “Company”) is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”)
and incorporated and domiciled in Singapore. The address of its registered office is 1, Lorong 2 Toa Payoh, Yellow Pages
Building, Singapore 319637.
The principal activities of the Company and the Group consist of the sale of advertising space and the publication of
Singapore telephone directories and certain overseas classified directories, the provision of electronic based information,
direct sales, marketing solutions, business solutions and related services.
The principal activities of its subsidiaries are disclosed in Note 35.
2. Significant accounting policies
(a) Basis of preparation
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. The 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.
Interpretations and amendments to published standards effective in 2010
On 1 April 2010, the Group adopted the new or amended Financial Reporting Standards (“FRS”) and interpretations to FRS
(INT FRS) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made
as required, in accordance with the transitional provisions in the respective FRS and INT FRS.
The following are the new or amended FRS that are relevant to the Company:
•
FRS 27 (revised) Consolidated and Separated Financial Statements (effective for annual periods beginning on or
after 1 July 2009)
FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there
is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also
specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a
gain or loss is recognised in profit or loss. The revised FRS 27 has been applied prospectively to transactions with
non-controlling interests from 1 April 2010.
•
FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
FRS 103 (revised) continues to apply the acquisition method to business combinations, with some significant changes.
For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with
contingent payments classified as debt subsequently re-measured through the income statement. There is a choice
on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at
the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be
expensed. The revised FRS 103 has been applied prospectively to all business combinations from 1 April 2010.
The adoption of the above FRS did not result in any substantial changes to the Group’s accounting policies, except as
disclosed in Note 11 and 18 of the financial statements.
57
Annual Report 2011
•
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The
financial statements have been prepared under the historical cost convention, except as disclosed in the accounting
policies below.
2. Significant accounting policies (continued)
(b) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for services rendered, net of goods and
services tax, rebates and discounts and after eliminating sales within the Group. When revenue is recognised before
customers are invoiced, unbilled receivables are recognised as part of trade receivables.
(1) Sale of advertising space
Revenue from the sale of advertising space in printed directories is recognised upon distribution to users as there are
no further customer obligations to be fulfilled by the Group after distribution. All direct and incremental costs, including
printing and publishing costs incurred in the production of printed directories are deferred and recognised as expenses
in profit or loss upon distribution.
Revenue from the sale of advertising space on the internet directory and call centre related services are recognised
rateably over the contracted advertising period.
Revenue from the sale of advertising space in magazines is recognised upon publication.
The amount of unearned income from services to be rendered in future financial periods is disclosed as advance
receipts and billings on the balance sheet.
(2) Rendering of services
Revenue earned from the provision of other advertising related services, call centre, direct marketing and information
technologies consultancy services is recognised in the period when the service is rendered to customers. Revenue
from software development is recognised using the stage of completion method, measured by reference to the stage
of completion of certain project milestones indicated in the contract.
(3) Sale of directories and magazines
Revenue from the sale of directories and magazines is recognised when the publications are delivered, the customer
has accepted the publications and collectability of the related receivables is reasonably assured.
(4) Sale of goods
Revenue from sale of goods is recognised upon transfer of significant risks and rewards of ownership, which generally
coincides with the time when the goods are delivered to customers and title has passed.
(5) Rental income
•
Annual Report 2011
58
Rental income from operating leases is recognised on a straight-line basis over the lease term.
(6) Interest income
Interest income is recognised using the effective interest method.
(7) Dividend income
Dividend income is recognised when the right to receive payment is established.
(c) Group accounting
(1) Subsidiaries
(i) Consolidation
Subsidiaries are entities over which the Group has power to govern the financial and operating policies so as to
obtain benefits from its activities, generally accompanied by a shareholding of more than one half of the voting
rights.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity.
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 accounting policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable
to the interests which are not owned directly or indirectly by the equity holders of the Company. They are shown
separately in the consolidated statement of comprehensive income, statement of changes in equity and balance
sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests
in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
(ii) Acquisition of businesses
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.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable
assets acquired is recorded as goodwill. Please refer to the paragraph “Intangible assets – Goodwill” for the
subsequent accounting policy on goodwill.
Annual Report 2011
When a change in the Company’s ownership interest in a subsidiary results in a loss of control over the subsidiary,
the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts recognised in other
comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to
retained earnings if required by a specific Standard.
•
(iii) Disposals of subsidiaries or businesses
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.
59
(c) Group accounting (continued)
(1) Subsidiaries (continued)
(iii) Disposals of subsidiaries or businesses (continued)
Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the
retained investment at the date when control is lost and its fair value is recognised in profit or loss.
Please refer to the paragraph “Investments in subsidiaries and associated companies” for the accounting policy
on investments in subsidiaries in the separate financial statements of the Company.
(2) Transactions with non-controlling interests
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary
are accounted for as transactions with equity owners of the Group. 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
within equity attributable to the equity holders of the Company.
(3) Associated companies
Associated companies are entities over which the Group has significant influence, but not control, generally
accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%. Investments in
associated companies are accounted for in the consolidated financial statements using the equity method of
accounting less impairment losses, if any.
Investments in associated companies 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. Goodwill on associated companies represents the excess of the cost of
acquisition of the associate over the Group’s share of the fair value of the identifiable net assets of the associate and
is included in the carrying amount of the investments.
In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits
or losses is recognised in profit or loss and its share of post-acquisition other comprehensive income is recognised in
other comprehensive income. These post-acquisition movements and distributions received from the associated
companies are adjusted against the carrying amount of the investment. When the Group’s share of losses in an
associated company equals or exceeds its interest in the associated company, including any other unsecured noncurrent receivables, the Group does not recognise further losses, unless it has obligations or has made payments on
behalf of the associated company.
Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the
Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associated companies have been changed
where necessary to ensure consistency with the accounting policies adopted by the Group.
Gains and losses arising from partial disposals or dilutions in investments in associated companies are recognised in
profit or loss.
Investments in associated companies are derecognised when the Group loses significant influence. Any retained
interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained
investment at the date when significant influence is lost and its fair value is recognised in profit or loss.
Please refer to the paragraph “Investment in subsidiaries and associated companies” for the accounting policy on
investments in associated companies in the separate financial statements of the Company.
•
Annual Report 2011
60
(d) Property, plant and equipment
(1) 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 includes its purchase price and any costs that are 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.
(2) Depreciation
Depreciation is calculated on a straight-line basis to allocate their depreciable amounts over their estimated useful
lives as follows:
Useful lives
Leasehold property
15 - 30 years
Office equipment and furniture
Computer equipment
Fittings and fixtures
Motor vehicles
5 years
3 - 5 years
5 years
10 years
Capital work-in-progress, representing cost of property, plant and equipment which has not been commissioned for
use, is not depreciated.
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 profit or loss
when the changes arise.
(3) 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 expense is recognised
in profit or loss when incurred.
(4) Disposal
On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its
carrying amount is recognised in profit or loss.
(e) Intangible assets
(1) Goodwill on acquisition
Goodwill on acquisition of subsidiaries prior to 1 April 2010 and on acquisition of associated companies represents the
excess of the consideration paid on business acquisition over the fair value of the Company’s share of the net
identifiable assets acquired.
Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated impairment
losses.
Goodwill on associated companies is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the entity sold.
Annual Report 2011
Goodwill on acquisitions of subsidiaries on or after 1 April 2010 represents the excess of the consideration transferred,
the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the net identifiable assets acquired.
•
61
(e) Intangible assets (continued)
(2) Intellectual property assets
The fair value of the intellectual property assets acquired through business acquisition is separately identified and
capitalised as intangible assets.
Intellectual property assets that have finite useful lives are subsequently carried at cost less accumulated amortisation
and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over
their estimated useful lives of 20 years.
Intellectual property assets that have indefinite useful lives are not subject to amortisation but tested at least annually
for impairment and carried at cost less accumulated impairment losses.
(3) Acquired computer software licences
Where computer software is not an integral part of the related hardware, it is treated as an intangible asset. Computer
software that is an integral part of the related hardware is treated as part of the hardware and classified as property,
plant and equipment (Note 2(d)).
Acquired computer software licences are initially capitalised at cost which includes the purchase price (net of any
discounts and rebates) and other directly attributed costs of preparing the asset for its intended use. Direct expenditure
including employee costs, which enhances or extends the performance of computer software beyond its specifications
and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining
the computer software are recognised as an expense as incurred.
Capitalised computer software licences are subsequently carried at cost less accumulated amortisation and
accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over their
estimated useful lives of 3 to 5 years.
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 profit or loss when the changes arise.
(f) Investments in subsidiaries and associated companies
•
Annual Report 2011
62
Investments in subsidiaries and associated companies are carried at cost less accumulated impairment losses in the
Company’s balance sheet.
On disposal of investments in subsidiaries and associated companies, the difference between net disposal proceeds and
the carrying amounts of the investments are recognised in profit or loss.
(g) Impairment of non-financial assets
(1) Goodwill
Goodwill is not subject to amortisation and is tested annually for impairment, as well as when there is any indication
that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units
(“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable
amount of the CGU. Recoverable amount of a 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 profit or loss and is not reversed in a subsequent period.
(2) Property, plant and equipment
Investments in subsidiaries and associated companies
Intellectual property assets
Property, plant and equipment, investments in subsidiaries and associated companies and intellectual property assets
with definite useful lives are reviewed for impairment whenever there is any objective evidence or indication that
these assets may be impaired.
Intellectual property assets with indefinite useful lives are not subject to amortisation and are tested annually for
impairment, as well as when there is any indication that the assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and
the 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 impairment loss is recognised in profit or loss.
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 an asset other than goodwill 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 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 profit or loss.
(h) Derivative financial instruments and hedging activities
Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in profit or
loss when the changes arise.
The Group documents at the inception of the transaction the relationship between the 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 designated as
hedging instruments are effective in offsetting changes in fair value or cash flows of the hedged items.
The carrying amount of a derivative designated as 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.
63
Annual Report 2011
•
A derivative financial instrument is initially recognised at its fair value on the date the 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 as hedges of highly probable forecast transactions (cash flow hedge).
(h) Derivative financial instruments and hedging activities (continued)
Interest rate swaps
The Group has entered in 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 interest rate swaps designated as cash flow hedges are recognised in
the hedging reserve and reclassified to profit or loss when the interest expense on the borrowings is recognised in profit
or loss. The fair value changes on the ineffective portion of interest rate swaps are recognised immediately in profit or loss.
(i)
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less allowance for impairment. An allowance for impairment of trade and other
receivables is established when there is objective evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. The amount of the allowance is the difference between the asset’s
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest
rate. The amount of the allowance is recognised in profit or loss.
(j) Borrowings
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or
loss 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.
(k) Trade and other payables
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost, using the
effective interest method.
(l) Fair value estimation of financial assets and liabilities
The fair value of forward foreign exchange contracts and the embedded foreign exchange derivative are determined using
actively quoted forward exchange market rates and closing exchange rate respectively as at the balance sheet date.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.
•
Annual Report 2011
64
(m) Leases
(1) When the Group is the lessee:
Leases of property, plant and equipment where substantially all risks and rewards incidental to ownership are retained
by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease.
(2) When the Group is the lessor:
Leases of property, plant and equipment where the Group retains substantially all risks and rewards incidental to
ownership are classified as operating leases.
Rental income from operating leases (net of any incentives given to lessees) is recognised in profit or loss on a
straight-line basis over the lease term.
(n) Inventories
Inventories are carried at the lower of cost, determined on the weighted average cost basis, and net realisable value. Cost
includes transport and handling costs. Cost also includes any gains or losses on qualifying cash flow hedges of foreign
currency purchases of inventories which are transferred from the hedging reserve. Net realisable value is the estimated
selling price in the ordinary course of business, less applicable variable selling expenses.
Raw materials consist of roll and paper sheets for printing of directories.
Directories in progress comprise all direct and incremental costs incurred in the production of printed directories including
personnel and related costs. Inventories are recognised in profit or loss upon completion of distribution to users.
(o) 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 affects neither accounting nor
taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated
companies, 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.
A deferred income tax asset is 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.
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.
Current and deferred income taxes are recognised as income or expense in profit or loss, 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 goodwill on acquisition.
(p) 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 the amount has been reliably
estimated. Provisions are not recognised for future operating losses.
65
•
(1) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into
separate entities such as the 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 are recognised as
employee compensation expense when they are due, unless they can be capitalised as an asset.
Annual Report 2011
(q) Employee benefits
(q) Employee benefits (continued)
(2) Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the
estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
(3) Share-based compensation
The Group operates an equity-settled, share-based compensation plan. The fair value of the employee services
received in exchange for the grant of the options is recognised as an expense in profit or loss with a corresponding
increase in the share option reserve over the vesting period. The total amount to be recognised over the vesting period
is determined by reference to the fair value of the options granted on the date of the grant. Non-market vesting
conditions are included in the estimation of the number of shares under options that are expected to become
exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares
under options that are expected to become exercisable on the vesting date and recognises the impact of the revision
of the estimates in profit or loss, with a corresponding adjustment to the share option reserve over the remaining
vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the related balances previously
recognised in the share option reserve are credited to share capital account, when new ordinary shares are issued.
(4) Termination benefits
Termination benefits are those benefits which are payable when employment is terminated before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits when it is demonstrably committed to either: terminating the employment of current
employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as
a result of an offer made to encourage voluntary redundancy.
(r) Currency translation
(1) 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 Dollar, which is the functional currency of the Company.
(2) Transactions and balances
•
Annual Report 2011
66
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional
currency using the exchange rates at the dates of the transactions. Currency translation differences 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 recognised in profit or loss.
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.
(3) 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 :
(i) Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;
(ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated using the exchange rate at the dates of the transactions); and
(iii) All resulting exchange differences are recognised in the currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 April 2005 are treated as
assets and liabilities of the foreign operations and translated at closing rate at the date of the balance sheet. For acquisitions
prior to 1 April 2005, the exchange rates at the dates of acquisitions were used.
(s) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the key management who
are responsible for allocating resources and assessing performance of the operating segments.
As the Group operates principally in one business segment (directory advertising) and one geographical segment
(Singapore) and the management reviews the performance of the Group based on consolidated net profit and consolidated
net assets and liabilities extracted from the reports used to make strategic decisions, therefore segment information is not
presented.
(t) Cash and cash equivalents
For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalents include cash on hand
and deposits with financial institutions which are subject to an insignificant risk of change in value.
(u) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are
deducted against the share capital account.
(v) Dividends to Company’s shareholders
Dividends to Company’s shareholders are recognised when the dividends are approved for payment.
(w) Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method.
(x) Government grants
Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the
grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the related costs
which they are intended to compensate, on a systematic basis. Government grants relating to expenses are deducted
against the related expense.
3. Critical accounting estimates, assumptions and judgements
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.
(a) Impairment review of intangible assets
Goodwill and intangibles are tested for impairment annually or where there is any indication that these assets may be
impaired. Refer to Note 21(c) for details.
(b) Impairment review of trade receivables
Any changes in the assumption made will not result in significant impact to the Group’s allowance for impairment.
Annual Report 2011
Management reviews its trade receivables for objective evidence of impairment at least quarterly. Objective evidence that
a receivable is impaired includes significant financial difficulties of the debtor, the probability that the debtor will enter
bankruptcy, and default or significant delays in payment. In determining this, management makes judgement as to
whether there is observable data indicating that there has been a significant change in the payment ability of the debtor,
or whether there have been significant changes with adverse effect in the technological, market, economic or legal
environment in which the debtor operates in. The amount to be impaired will also consider the historical loss experience
for debtors with similar credit risk characteristics. For details of impairment exposure, refer to Note 30(b).
•
67
4. Revenue
Group
Revenue from sale of advertising space
Revenue from call centre related services Revenue from the provision of advertising related services
Revenue from sale of directories and magazines
2011 2010
$’000 $’000
36,79648,671
3,267
7
1,335 1,925
129 122
41,52750,725
5. Other gains (net)
Group
Rental income
Interest income
Foreign exchange losses
Gain on disposal of property, plant and equipment
Others 2011 2010
$’000 $’000
2,175 2,133
21 160
(9) (46)
5 603
157 115
2,349 2,965
6. Staff Costs
Group
Salaries and wages
Employer’s contribution to defined contribution plans including Central Provident Fund Other benefits
Government grant – Jobs Credit Scheme
•
Annual Report 2011
68
2011 2010
$’000 $’000
12,89613,802
1,365 1,515
235 634
(49) (654)
14,44715,297
7. Other expenses
Included in other expenses are the following:
2011
$’000
Advertising expenses
1,144
Allowance for impairment of receivables
688
Distribution expenses
270
Professional fees
1,600
Property related and maintenance expenses
2,522
Telecommunication expenses
338
Temporary and outsourced services
1,138
Travelling expenses
625
Group
2010
$’000
846
1,058
243
1,110
2,074
318
649
919
8. Finance expenses
Group
Interest expense on bonds Interest expense on borrowings
Bank facilities charges
2011 2010
$’000 $’000
- 2,818
808 401
2 306
810 3,525
9. Income taxes
(a) Income tax expense
Group
2011 2010
$’000 $’000
Income tax expense attributable to profit is made up of:
Current income tax - Singapore
2,519 3,236
- Foreign
-
31
2,519 3,267
Transfer of tax losses from related companies under the Group Relief System
(11) (163)
2,508 3,104
Deferred income tax 24 187
2,532 3,291
Over provision in prior financial years
- Current income tax
(182)
2,350 3,291
The income tax expense on profit differs from the amount that would arise using the Singapore standard rate of income
tax as explained below:
Group
2011 2010
$’000 $’000
69
•
Annual Report 2011
Profit before tax
13,63719,652
Share of profit of associated companies, net of tax
(95) (382)
Profit before tax and share of profit of associated companies
13,542
19,270
Tax calculated at a tax rate of 17% (2010: 17%)
2,302 3,276
Effect of different tax rates in other countries
2 151
Singapore statutory stepped income exemption (78) (51)
Expenses not deductible for tax purposes
19 266
Income not subject to tax
(52) (372)
Deferred tax assets not recognised
300
63
Utilisation of previously unrecognised tax losses
(14) (42)
Reversal of deferred tax on tax losses no longer required due to change in shareholdings
53
Tax charge
2,532 3,291
9. Income taxes (continued)
(b) Movements in current income tax liabilities
Group Company
2011
$’000 2010 $’000 2011
$’000 2010
$’000
Beginning of financial year
Income tax paid
Tax expense on profit for the current financial year
Transfer of tax losses from related company under
the Group Relief System
Over provision in prior financial years
End of financial year
2,945
(2,821)
2,519
3,415 (3,571) 3,267 2,737
(2,581)
2,401
3,398
(3,508)
3,010
(11)
(182)
(5)
2,445
(163)
-
(3) 2,945 (11)
(165)
-
2,381
(163)
2,737
(c) Deferred income taxes
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off 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:
Annual Report 2011
•
Company
2010 $’000 149 2011
$’000 134
2010
$’000
142
The movements in the deferred income tax account are as follows:
70
Group 2011
$’000 161
Group Company
2011
2010
2011
$’000
$’000
$’000
149
(39)
142
(1)
1
-
Acquisition of subsidiary (Note 11)
(11)
-
-
Tax charged/(credited) to profit or loss
24
187
(8)
161
149
134
2010
$’000
187
(45)
142
The movements in the deferred income tax assets and liabilities (prior to offsetting of balances within the same tax
jurisdiction) are as follows:
Group
2011
Acquisition of subsidiary (Note 11)
Charged to profit or loss
End of financial year 2010
Credited to profit or loss
End of financial year Accelerated
tax depreciation
$’000
174
(1)
(11)
30
192
251
(77)
174
Group
Deferred income tax assets
Provisions
$’000
2011
Beginning of financial year (25)
(6)
(31)
2010
Beginning of financial year (91)
1
65
(25)
Tax losses
$’000
Total
$’000
-
-
-
(25)
(6)
(31)
(199)
-
199
-
(290)
1
264
(25)
71
•
Annual Report 2011
9. Income taxes (continued)
(c) Deferred income taxes (continued)
Company
2011
End of financial year 2010
End of financial year Accelerated
tax depreciation
$’000
167
(2)
165
237
(70)
167
Company
Deferred income tax assets
Provisions
$’000
2011
2010
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 profit is probable.
The Group has unrecognised tax losses of $1,368,000 (2010: $758,000) and capital allowances of $230,000
(2010: $124,000) at the balance sheet date which can be carried forward and used to offset against future taxable income
subject to meeting certain statutory requirements by those companies with unrecognised tax losses and capital allowances
in their respective countries of incorporation.
(25)
(6)
(31)
(50)
25
(25)
•
Annual Report 2011
72
10. Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the
weighted average number of ordinary shares outstanding during the financial year.
For the purpose of calculating diluted earnings per share, both profit attributable to equity holders of the Company and the
weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary
shares. The Company has two categories of dilutive potential ordinary shares: share options and warrants.
For share options and warrants, the weighted average number of shares on issue has been adjusted as if all dilutive share
options and warrants were exercised. The number of shares that could have been issued upon the exercise of all dilutive
share options and warrants less the number of shares that could have been issued at fair value (determined as the
Company’s average share price for the financial year) for the same total proceeds is added to the denominator as the
number of shares issued for no consideration. No adjustment is made to the net profit.
Group
2011
2010
Net profit attributable to equity holders of the Company ($’000)
11,531
16,361
Weighted average number of ordinary shares in issue for calculation of basic earnings per share
Adjustment to weighted average number of ordinary shares for warrants
554,050,778
2,641,046
377,840,944
-
Weighted average number of ordinary shares for calculation of
diluted earnings per share
556,691,824
377,840,944
Basic earnings per share
2.08 cents
4.33 cents
Diluted earnings per share
2.07 cents
4.33 cents
11. Cash and cash equivalents
Group
Company
Short-term bank deposits at the balance sheet date have an average maturity of 18 days (2010: 46 days) from that date and
have a weighted average effective interest rate of 0.29% (2010: 0.32%).
73
2011
2010
2011
2010
$’000
$’000
$’000
$’000
Cash at bank and on hand
3,030
1,481
1,273
829
Short-term bank deposits 4,100
14,100
4,100
14,100
7,130
15,581
5,373
14,929
•
Annual Report 2011
11. Cash and cash equivalents (continued)
During the financial year, the Company acquired 53.125% of the issued share capital of ShowNearby Pte Ltd, 70% of the
issued share capital of eFusion Solutions Pte Ltd and 80% of the issued share capital of Global Digital Express Pte Ltd
(formerly known as Companedia Pte Ltd) for cash considerations of $3,500,000, $3,625,000 and $80 respectively.
The aggregate effects of the acquisition of subsidiaries on the cashflows of the Group were:
At
fair values
$’000
Identifiable assets and liabilities
601
1,313
Other current assets
245
Property, plant and equipments
124
Intangible assets 751
Deferred income tax assets (Note 9(c))
11
Total assets
3,045
Trade and other payables
(1,219)
Advance billings and receipts
(132)
Amount due to a related company
(3)
Total liabilities
(1,354)
Total identifiable net assets
1,691
Less: Non-controlling interests at fair value
(449)
Goodwill (Note 21(a)) 4,024
Share capital contribution
1,859
Cash consideration paid
7,125
Less: Cash and cash equivalents in subsidiaries acquired
(601)
Cash re-injected
(3,500)
Net cash outflow on acquisition
3,024
As at the dates of acquisitions, the fair values of trade and other receivables and non-controlling interests approximate
their carrying amounts.
Acquisition-related costs are not material and are included within ”Other expenses” in the consolidated statement of
comprehensive income.
12. Trade and other receivables
Group Company
•
Annual Report 2011
74
2011
2010
2011
$’000
$’000
$’000
Trade receivables
24,066
24,064
20,471
Less: Allowance for impairment of receivables (9,174)
(9,247)
(8,638)
Trade receivables - net
14,892
14,817
11,833
Staff loans 5
7
-
Other receivables
1,313
609
1,213
16,210
15,433
13,046
2010
$’000
20,224
(8,741)
11,483
7
544
12,034
The Group has no significant concentrations of credit risk from trade debtors due to its diversified customer base. Therefore,
the management believes that no additional credit risk beyond the amount of allowance for impairment made is inherent
in the Group’s and Company’s trade receivables.
The aging analysis of trade receivables, net of impairment, past due with no further impairment expected as at the balance
sheet date is as follows:
GroupCompany
2011
2010
$’000
$’000
Less than 3 months
8,299
4,423
3 to 6 months
648
3,724
Above 6 months
2,477
2,047
11,424
10,194
2011 2010
$’000$’000
7,8754,317
6153,502
2,2311,609
10,7219,428
The carrying amount of trade receivables individually determined to be impaired have been fully provided for at the balance
sheet date and the movement in allowance for impairment of trade receivables during the year is as follows :
GroupCompany
2011
2010
$’000
$’000
9,247
8,944
(3)
9
Acquisition of subsidiary
47
-
Allowance made
1,741
1,898
Allowance writeback
(1,032)
(789)
Allowance utilised
(826)
(815)
9,174
9,247
2011 2010
$’000$’000
8,7418,521
-
-
1,4861,718
(876) (742)
(713) (756)
8,638 8,741
13.Inventories
GroupCompany
14. Other current assets
GroupCompany
•
Annual Report 2011
2011
2010
2011 2010
$’000
$’000
$’000$’000
Deposits
121
92
96 88
Prepayments
696
613
403 389
Other assets
14
1
1
1
831
706
500 478
75
2011
2010
2011 2010
$’000
$’000
$’000$’000
Raw materials
602
1,365
6021,365
15. Due from/to subsidiaries
(a) Due from subsidiaries – current
Company
2011 2010
$’000$’000
Trade
175 131
Non-trade
1,9221,086
2,0971,217
Less: Allowance for impairment of receivables
(2,035)
(1,008)
62
209
The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand.
(b) Due to subsidiaries – current
Company
2011 2010
$’000$’000
Trade
(846)
(748)
Non-trade
6,9893,745
6,1432,997
(c) Due to subsidiaries – non-current
Company
2011 2010
$’000$’000
Non-trade
500
The non-trade amounts due to subsidiaries are unsecured, interest-free and repayable on demand.
16. Due from/to associated companies
(a) Due from an associated company
•
Group Company
2011
2010
2011
2010
$’000
$’000
$’000 $’000
Non-trade
33
1
-
(b) Due to associated companies
Annual Report 2011
76
Group Company
2011
2010
2011
2010
$’000
$’000
$’000 $’000
Trade
Non-trade
4
57
61
-
88
88
-
57
57
-
88
88
The non-trade amounts due from/to the associated companies are unsecured, interest-free and repayable on demand.
17. Other non-current assets
Group Company
2011
2010
2011
2010
$’000
$’000
$’000
$’000
Other asset
50
-
50
Club memberships at cost
116
117
97
97
Less: Allowance for impairment loss (51)
(52)
(45)
(45)
115
65
102
52
18. Investments in subsidiaries
Company
2011
2010
$’000
$’000
Equity investments at cost 14,610 7,485
Less: Provision for diminution in value of investment
(1,000)
(1,000)
13,610
6,485
On 9 July 2010, the Company acquired 53.125% and 80% equity interest in ShowNearby Pte Ltd and Global Digital
Express Pte Ltd (formerly known as Companedia Pte Ltd) for cash considerations of $3,500,000 and $80 respectively. For
the period from the date of acquisition to 31 March 2011, ShowNearby Pte Ltd and Global Digital Express Pte Ltd contributed
revenue of $204,000 and $147,000 to the Group and net loss of $653,000 and $94,000 to the consolidated profit for the
year respectively.
These two new additions will complement the Group‘s vision of growing its e-commerce business by building the digital
eco-system and enabling the Group to expand its product offerings to enhance value for advertisers, businesses and
consumers.
On 17 September 2010, the Company acquired 70% equity interest in eFusion Solutions Pte Ltd (“eFusion”) for a cash
consideration of $3,625,000. For the period from the date of acquisition to 31 March 2011, eFusion contributed revenue of
$3,689,000 to the Group and a net profit of $270,000 to the consolidated profit for the year.
In addition, the Company had also entered into a second sale and purchase agreement dated 17 September 2010 (the
“Second SPA”) to acquire the remaining 30% of the shares of eFusion at a base consideration (“Base Consideration”) of
$1,500,000 and, subject to eFusion achieving certain financial targets, an additional amount of up to $4,500,000 (“Additional
Amount”). It is currently envisaged that completion under the Second SPA will take place no earlier than 1 April 2013. The
Base Consideration and the Additional Amount (if any) will be paid in cash on completion taking place under the Second
SPA and no later than 31 October 2013.
The acquisition of eFusion is in line with the Group’s growth strategy to become a leading multi-platform integrated
directory search and advertising solutions provider as eFusion’s business in the area of provision of call centre, marketing
and/or marketing-related services is complementary to the Group’s directories and database business in Singapore.
If the acquisition of the three companies had occurred on 1 April 2010, Group revenue would have been $45,537,000 and
net profit would have been $11,393,000.
77
Annual Report 2011
•
Details of the subsidiaries are included in Note 35.
19. Investments in associated companies
Group
Company
2011
2010
2011
2010
$’000
$’000
$’000
$’000
Equity investments at cost
1,955
1,955
2,165
2,138
(162)
31
Share of profits
95
382
Dividend received, net of tax
(85)
(386)
2,013
2,165
The summarised financial information of associated companies, not adjusted for the proportional ownership interest held
by the Group, are as follows:
- Assets
8,462
9,934
- Liabilities
4,521
5,761
- Revenue
4,812
5,875
- Net profit
193
779
Details of the associated companies are included in Note 35.
20. Property, plant and equipment
•
Annual Report 2011
78
Office
Fittings
Leasehold
equipment Computer
and
Motor
property
and furniture
equipment
fixtures
vehicle
CIP*
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Group
2011
Cost
18,064
470
4,110
549
141
5
23,339
-
(7)
(5)
(2)
-
-
(14)
Acquisition of subsidiaries
-
291
321
346
-
-
958
Additions
-
33
141
-
-
-
174
Disposals -
(62)
(63)
-
-
-
(125)
Transfer
-
5
-
-
-
(5)
18,064
730
4,504
893
141
-
24,332
Accumulated depreciation
4,672
421
3,501
449
15
-
9,058
-
(3)
(4)
(2)
-
-
(9)
-
264
275
295
-
-
834
Depreciation charge
692
51
351
52
23
-
1,169
Disposals -
(71)
(63)
-
-
-
(134)
5,364
662
4,060
794
38
-
10,918
Net book value
12,700
68
444
99
103
-
13,414
* Represents assets where construction is in progress.
Office Fittings
Freehold Leasehold
equipment Computer
and Motor
property
property and furniture equipment fixtures vehicle
CIP* Total
$’000
$’000
$’000
$’000
$’000
$’000 $’000
$’000
Group
2010
Cost Beginning of financial year
1,288
18,074
549
4,117
668
4
- 24,700
(14)
-
4
5
4
-
1
Additions
-
12
17
336
15
141
4
525
Disposals (1,274)
(22)
(143)
(147)
(95)
(4)
- (1,685)
Transfer
-
-
43
(201)
(43)
-
-
(201)
-
18,064
470
4,110
549
141
5 23,339
558
3,984
481
3,296
536
3
-
8,858
(8)
-
2
4
2
-
-
Depreciation charge
-
693
31
463
43
15
-
1,245
Disposals (550)
(5)
(136)
(144)
(89)
(3)
-
(927)
Transfer
-
-
43
(118)
(43)
-
-
(118)
-
4,672
421
3,501
449
15
-
9,058
Net book value
-
13,392
49
609
100
126
5 14,281
* Represents assets where construction is in progress.
22,812
141
(46)
22,907
8,554
1,091
(44)
9,601
13,306
79
•
Annual Report 2011
Total
$’000
Office
Fittings
Leasehold
equipment
Computer
and
Motor
property
and furniture
equipment
fixtures
vehicle $’000
$’000
$’000
$’000
$’000
Company
2011
Cost
18,064
339
3,794
473
142
Additions
-
25
116
-
-
Disposals
-
(17)
(29)
-
-
18,064
347
3,881
473
142
4,672
296
3,196
375
15
Depreciation charge
692
25
316
35
23
Disposals
-
(15)
(29)
-
-
5,364
305
3,483
410
38
Net book value
12,700
42
398
63
104
20. Property, plant and equipment (continued)
Office
Fittings
Leasehold
equipment
Computer
and
Motor
property
and furniture
equipment
fixtures
vehicle
$’000
$’000
$’000
$’000
$’000
Company
2010
Cost
18,074
325
3,505
457
4
Additions
12
18
336
16
142
Disposals
(22)
(4)
(47)
-
(4)
18,064
339
3,794
473
142
3,984
278
2,804
334
3
Depreciation charge
693
22
439
41
15
Disposals
(5)
(4)
(47)
-
(3)
4,672
296
3,196
375
15
Net book value
13,392
43
598
98
127
Total
$’000
22,365
524
(77)
22,812
7,403
1,210
(59)
8,554
14,258
21. Intangible assets
Group Company
2011
2010
2011
2010
$’000
$’000
$’000
$’000
Composition:
Goodwill arising on business acquisition 67,053
62,503
59,032
59,032
Intellectual property assets
112,720 112,945
112,720
112,945
Computer software licence and development costs
777
378
414
323
180,550
175,826
172,166
172,300
•
Annual Report 2011
80
(a) Goodwill arising on business acquisition
Group Company
2011
2010
2011 2010
$’000 $’000
$’000
$’000 Beginning of financial year
Acquisition of subsidiaries (Note 11) Acquired goodwill on consolidation
Impairment of goodwill on consolidation
62,503
4,024
526
-
67,053
62,988
-
-
(485)
62,503
59,032
-
-
-
59,032
59,032
59,032
An impairment charge of $Nil (2010: $484,515) was included within “Other expenses” in the consolidated statement of
comprehensive income. The impairment charge in the previous year was made against the goodwill recognised from a
subsidiary due to its continual loss making and negative net tangible assets position.
(b) Intellectual property assets
Group and Company
2011 2010
$’000 $’000
112,945
113,259
Amortisation
(225)
(314)
112,720
112,945
Trademarks with indefinite useful lives
109,962
109,962
Trademarks with finite useful lives 5,518
5,518
Accumulated amortisation
(2,760)
(2,535)
2,758 2,983
Net book value
112,720
112,945
The intellectual property assets acquired upon business acquisition were valued on the basis of fair market value of the
brand names and related trademarks by an independent valuer. As the leading publisher of telephone directories as well
as the largest provider of classified directory advertising and associated products and services in Singapore, the Group has
a number of intellectual property assets, which are mainly registered trademarks.
One of the trademarks has been assessed as having an indefinite useful life with reference to all relevant factors, as the
directors believe there is no foreseeable limit to the period over which this trademark is expected to generate net cash
inflows for the Group. This conclusion is subject to annual reviews to determine whether events and circumstances
continue to support the indefinite useful life basis for this asset.
(c) Impairment test of goodwill and trademarks
The Group operates as one cash-generating unit. For the purposes of impairment testing, the recoverable amount of the
cash-generating unit, whose carrying amount includes goodwill and trademarks, has been determined based on value-inuse calculations. These calculations use cash flow projections based on financial budgets prepared by management
covering a five-year period with the following key assumptions :
(1) Earnings before interest, tax, depreciation and amortisation (EBITDA) compounded at 12% (2010: 2%) annual
growth rate.
The EBITDA growth rate is projected based on the expected results of product enhancements and market potential. The
discount rate applied to the cash flow projections is determined based on the weighted average cost of capital of the
business.
Cash flows beyond the five-year period are extrapolated using the Gordon Growth model at zero growth rate.
•
Annual Report 2011
For the purpose of the impairment test, the Company has adopted what it believes to be reasonable EBITDA assumptions
for the period from 1 April 2011 to 31 March 2016. The management believes that any reasonable possible change in the
key assumptions on which the recoverable amount is based would not cause the carrying amount of goodwill and indefinite
life trademarks to exceed its recoverable amount.
(2) Discount rate of 10% (2010: 9%) per annum.
81
21. Intangible assets (continued)
(d) Computer software licence and development costs
Group
Company
2011 2010
2011 2010
$’000 $’000
$’000
$’000
378
800
323
639
(1)
5
-
Additions
567
83
303
83
Amortisation
(388)
(593)
(211)
(399)
225
-
-
Disposals
(4)
-
(1)
Transfer
-
83
-
777
378
414
323
Cost 4,442
3,497
3,195
2,987
Accumulated amortisation
(3,665)
(3,119)
(2,781)
(2,664)
Net book value
777
378
414
323
22. Trade and other payables
Group
Company
2011
2010
2011
2010
$’000
$’000
$’000
$’000
Trade payables - third parties
786
1,321
564
890
Other creditors and accruals
3,610
3,227
2,784
3,061
Accrued interest payable - loans
5
84
5
84
4,401
4,632
3,353
4,035
23. Derivative financial instruments
•
Annual Report 2011
82
2011
Cash flow hedges – Interest rate swaps
Less : Current portion
Non-current portion
Group and Company
Contract/
NotionalFair values
Amount
Assets
Liabilities
$’000
$’000
$’000
8,000
-
(124)
-
81
-
(43)
The Company entered into interest rate swaps to hedge floating quarterly interest payments on borrowings that will
mature on 29 September 2012. Fair value losses on the interest rate swaps are recorded in cash flow hedge reserves and
only released to the profit or loss when the corresponding interest payments are made.
24. Borrowings
Group and Company
2011
$’000
Bank loans Current
3,545
Non-current
11,733
15,278 2010
$’000
3,545
15,278
18,823
The bank loans are unsecured, repayable over 3 years and have fixed repayment schedule.
The management estimates the fair value of the non-current borrowings, by discounting their future cash flows at the
market rates, to be approximately $11,379,000 (2010: $14,500,000).
25. Share capital
No. of
ordinary shares
Issued share capital Amount
Share capital
2011
2010
2011
‘000
‘000
$‘000
Group and Company
553,232
158,065
155,552
Share issue
-
395,167
-
Share issue – warrants exercised
1,358
-
238
Share issue expenses
-
-
-
554,590
553,232
155,790
2010
$‘000
96,689
59,274
(411)
155,552
All issued shares are fully paid.
In September 2009, the Company completed its renounceable non-underwritten Rights Issue of up to 395,162,500 new
ordinary shares in the capital of the Company at an issue price of S$0.150 for each Rights Share, with up to 158,065,000
free detachable and transferable Warrants, each Warrant carrying the right to subscribe for one (1) new ordinary share in
the capital of the Company at an exercise price of S$0.175 for each new share, on the basis of five (5) Rights Shares with
two (2) Warrants for every two (2) existing ordinary shares in the capital of the Company held by shareholders of the
Company as at the book closure date, fractional entitlements being disregarded.
A total of 395,162,500 Rights shares and 158,064,875 Warrants were listed on the Main Board of Singapore Exchange
Securities Trading Limited (“SGX-ST”) on 14 September 2009 and 15 September 2009 respectively.
During the financial year, 1,358,794 (2010: Nil) shares were issued as a result of warrants exercised. As at 31 March 2011,
156,702,081 (2010: 158,060,875) warrants have not been exercised.
83
•
Annual Report 2011
25. Share capital (continued)
Share options
The Global Yellow Pages Share Option Scheme (the “Scheme”) was adopted by the shareholders of the Company on
29 October 2004.
Under the Scheme, share options are granted to employees of the Company or its subsidiaries (including executive
directors) with at least one year of service prior to the date of grant and to non-executive directors of the Group at the
absolute discretion of the Remuneration Committee. The exercise price of the granted options can be equal to, higher than
or set at a discount to the average of the last dealt prices of the Company’s ordinary shares on the SGX-ST for the five
consecutive trading days immediately preceding the date of grant (“Market Price”). The discount granted shall not exceed
20% of the Market Price.
The vesting of granted options is conditional on the Group achieving its targets of profitability and subject to individual
performance of the participant. The options are exercisable, upon vesting, for varying contractual option terms of up to
ten years after the date of grant. The options may be exercised in full or in part in respect of 1,000 shares or a multiple
thereof, on the payment of the exercise price. The persons to whom the options have been issued have no right to
participate by virtue of the options in any share issue of any other company. The Group has no legal or constructive
obligation to repurchase or settle the options in cash.
No option has been granted under the Scheme except for the options granted (“Options Exchange”) in place of the
outstanding and unexercised share options granted by the previous holding corporation, Asia Directory S.à r.l in respect of
the shares in Asia Directory S.à r.l held by some members of the management, which were terminated on the date of the
Company’s listing on the Main Board of the SGX-ST on 9 December 2004.
26. Retained earnings
(a) Retained earnings of the Group and the Company are distributable except for accumulated retained earnings of associated
companies of $630,541 (2010: $620,382) which are included in the Group’s retained earnings.
•
Annual Report 2011
84
(b) Movement in retained earnings for the Company is as follows:
Company
2011
2010
$’000
$’000
Beginning of financial year 37,201
23,061
Net profit
11,152
14,140
Dividends paid (Note 28)
(13,859)
34,494
37,201
27. Other reserves
Group Company
2011
2010 2011
2010
$’000
$’000 $’000
$’000
Composition:
Share option reserve
57
57
57
57
Currency translation reserve
(653)
(480)
-
Cash flow hedge reserve
(125)
-
(125)
(721)
(423)
(68)
57
Movement in reserves for the Group are set out in the Consolidated Statement of Changes in Equity.
28. Dividends
Group and Company
2011
2010
$’000
$’000
Ordinary dividends paid
Final dividends paid in respect of the previous financial year of 2.0 cents
(2010: nil cents) per share
11,086
Interim dividends paid in respect of the current financial year of 0.5 cents
(2010: nil cents) per share
2,773
13,859
For the financial year ended 31 March 2011, the Board of Directors has proposed a final dividend of 0.5 cents per ordinary
share. As the dividend proposal is subject to approval at the forthcoming Annual General Meeting of the Company, these
financial statements do not reflect this dividend, which will be accounted for in the shareholders’ equity as an appropriation
of retained earnings in the financial year ending 31 March 2012.
29. Commitments
(a) Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements is as follows:
Group and Company
2011 2010
$’000 $’000
Property, plant and equipment
188
(b) Operating lease commitments – where the Group is a lessee
The Group leases certain computer, office equipment and office space from non-related parties under non-cancellable
operating lease agreements. The leases have varying terms and renewal rights.
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:
2011 $’000
Group 2010
$’000
2011
$’000
Company
2010
$’000
Not later than one year
Between one and five years
985
210
1,195
268
446
714
123
167
290
143
290
433
85
•
Annual Report 2011
29. Commitments (continued)
(c) Operating lease commitments – where the Group is a lessor
The Group and Company leases out excess office space that it owns under non-cancellable operating leases. The leases
have varying terms and renewal rights.
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:
2011 $’000
Group 2010
$’000
2011
$’000
Company
2010
$’000
Not later than one year
Between one and five years
1,578
1,921
3,499
1,919
1,706
3,625
1,578
1,921
3,499
1,919
1,706
3,625
30. Financial risk management
Financial risk factors
The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The Group’s overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial
markets on the Group’s financial performance. Derivative financial instruments such as forward foreign exchange contracts
and interest rate swap contract are used to hedge certain exposures. Derivative counterparties are limited to high credit
quality financial institutions.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for
the Group.
•
Annual Report 2011
86
(a)
(i) Market risk
Currency risk
The Group is exposed to currency translation risk on the net assets in foreign operations. Where appropriate, the
exposure is managed through borrowings denominated in the relevant foreign currencies.
The Group’s currency exposures based on the information provided to key management are as follows:
SGD
MYR
$’000
$’000
As at 31 March 2011
6,590
414
15,645
565
Other financial assets
136
4
(4,376)
(188)
Borrowings (15,278)
-
Net financial assets
2,717
795
Less: Net financial assets denominated in the
respective entities functional currencies
(2,717)
(795)
Currency exposure
-
-
Others
$’000
Total
$’000
126
-
27
(22)
-
131
7,130
16,210
167
(4,586)
(15,278)
3,643
-
131
(3,512)
131
SGD
MYR
$’000
$’000
As at 31 March 2010
15,271
301
14,689
744
89
4
(4,504)
(216)
Borrowings (18,823)
-
6,722
833
Less: Net financial assets denominated in the
respective entities functional currencies
(6,722)
(833)
Currency exposure
-
-
Others
$’000
Total
$’000
9
-
-
-
-
9
15,581
15,433
93
(4,720)
(18,823)
7,564
-
9
(7,555)
9
The Company’s currency exposures based on the information provided to key management are as follows :
SGD
USD
$’000
$’000
As at 31 March 2011
5,373
-
13,046
-
158
-
(10,177)
-
Borrowings (15,278)
-
Net financial liabilities
(6,878)
-
Less: Net financial liabilities denominated in the Company’s
functional currency
6,878
-
Currency exposure
-
-
5,373
13,046
158
(10,177)
(15,278)
(6,878)
6,878
-
Total
$’000
14,929
12,034
298
(7,120)
(18,823)
1,318
(1,309)
9
87
SGD
USD
$’000
$’000
As at 31 March 2010
14,920
9
12,034
-
298
-
(7,120)
-
Borrowings (18,823)
-
1,309
9
Less: Net financial assets denominated in the Company’s
functional currency
(1,309)
-
Currency exposure
-
9
Total
$’000
•
Annual Report 2011
As at 31 March 2011 and 31 March 2010, the Company and the Group has limited net financial asset/liability position
denominated in foreign currencies, thus the management has assessed the exposure to currency risk to have
insignificant impact to the financial statements of the Company and the Group.
30. Financial risk management (continued)
Financial risk factors (continued)
(a) Market risk (continued)
(ii) Cash flow and fair value interest rate risks
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 and the Company’s interest rate risk arise mainly from borrowings. The borrowings expose the Group and
the Company to cash flow interest rate risk and fair value interest rate risk. The Group manages cash flow interest
rate risks using floating-to-fixed interest rate swaps.
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Group. The Group is exposed to credit risk due to its customer base including a large number of small and medium
size enterprises in diversified industries. However, the Group has no significant concentration of credit risk from trade
debtors due to its diversified customer base. The Group manages its credit risks through credit reviews. Deposits are
obtained for higher-risk customers. The Group’s and Company’s trade receivables that are not past due as at the
balance sheet date are $3,468,032 (2010: $4,623,033) and $1,111,822 (2010: $2,055,136) respectively. The aging
profile of the trade receivables, net of impairment, past due with no further impairment expected is shown in Note 12
of the financial statements.
The Group’s maximum exposure to credit risk for each class of financial instrument is the carrying amount of that class
of financial instruments presented on the balance sheet without taking account of the value of any security obtained.
The Group’s and Company’s major classes of financial assets are bank deposits and trade receivables. The Group
places its cash and cash equivalents in the forms of short-term deposits and enters into treasury transactions only
with high credit quality financial institutions.
(c) Liquidity risk
The table below analyses the maturity profile of the Group’s and Company’s financial liabilities based on contractual
undiscounted cash flows.
•
Annual Report 2011
88
2011
2010
Between
Between
Less than
1 and 5
Less than
1 and 5
1 year
years
1 year
years
$’000
$’000
$’000
$’000
Group
4,401
-
4,632
61
-
88
Borrowings 3,680
11,800
3,680
15,480
Future interest payable on borrowings
563
259
659
850
2011
2010
Between
Between
Less than
1 and 5
Less than
1 and 5
1 year
years
1 year
years
$’000
$’000
$’000
$’000
Company
3,353
-
4,035
Due to a subsidiary
6,143
-
2,997
57
-
88
Borrowings 3,680
11,800
3,680
15,480
Future interest payable on borrowings
563
259
659
850
The Group and Company closely monitors and manages its debt maturity profile, operating cash flows and the
availability of funding. The Group maintains a level of cash and cash equivalents deemed adequate by management
and ensures flexibility in meeting funding requirements by securing revolving credit facilities which are currently
undrawn.
(d) Capital risk
The Group’s objectives when 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, issue new shares, buy back issued
shares, obtain new borrowings or sell assets to reduce borrowings.
Management monitors capital based on gearing ratio and interest cover.
The gearing ratio is calculated as total debts divided by total equity. Total debts include the borrowings disclosed in
Note 24 while equity refers to equity attributable to shareholders of the Company, comprising issued capital (Note 25),
reserves and retained earnings (Note 26). The interest cover is measured as earnings before interest, tax, depreciation
and amortisation (EBITDA) divided by total interest expense for the last 12 months.
The Group and the Company are in compliance with the externally imposed capital requirements for the financial
years ended 31 March 2011 and 2010.
(e) Financial instruments by category
The aggregate carrying amounts of loans and receivables and financial liabilities at amortised cost are as follows:
89
Group Global Yellow Pages Limited
Company
2011
2010
2011 2010
$’000
$’000
$’000$’000
Loans and receivables
23,494
31,107
18,57727,260
Financial liabilities at amortised cost
19,740
23,543
24,831
25,943
•
Annual Report 2011
31.Related party transactions
The following transactions took place between the Group and related parties during the financial year:
(a) Key management personnel compensation
Key management personnel compensation is as follows:
Group
2011 2010
$’000$’000
Wages and salaries
1,9291,464
Employer’s contribution to defined contribution plans, including Central Provident Fund 38 39
1,9671,503
Included in the above is total compensation to directors of the Company amounting to $750,709 (2010: $740,428) and to
a close family member of a director amounting to $291,303 (2010: $149,276).
(b) Income and purchases of goods and services
In addition to the related party information disclosed elsewhere in the financial statements, the following transactions
took place between the Group and related parties at terms agreed between the parties during the financial year.
Group
2011
2010
$’000
$’000
Management fees earned from an associated company
-
1
IT related service fees paid/payable to an associated company 287
292
Professional services provided by a director
180
180
32. Events occurring after balance sheet date
Investment agreements
•
Annual Report 2011
90
Subsequent to the end of the financial year, the Company entered into four joint ventures as part of the Company’s suite
of services under its newly-launched SOLUTIONS, which brings together specialist partners to give Small and Medium
Enterprises (“SME”) in Singapore an added advantage in business management as well as enhanced service offerings to
their customers.
The investments are between the Company and Quality Business Solutions Pty Ltd (“Coresoft”), OneEmpower Pte Ltd
(“OneEmpower”), CyOne Inc. (“CyOne”) and HubOne Pty Ltd (“HubOne”).
The investment with Coresoft, called Global Coresoft Pte Ltd (“Global Coresoft”) will provide Customer Relationship
Management and other cloud computing solutions. Global Coresoft has been incorporated with an initial paid-up share
capital of S$10,000 consisting of 2 ordinary shares split in equal proportion to each of the shareholders. The investment with OneEmpower, called Global OneEmpower Pte Ltd (“Global OneEmpower”), will provide customer
loyalty and prepaid/gift card programs. Global OneEmpower has been incorporated with an initial paid-up share capital of
S$10,000 consisting of 2 ordinary shares split in equal proportion to each of the shareholders.
The investment with CyOne, called Global CyOne Pte Ltd (“Global CyOne”) will sell Rosetta Enterprise software. Global
CyOne has been incorporated with an initial paid-up share capital of S$10,000 consisting of 10 ordinary shares, with the
Company having a 30% share.
The investment with HubOne, called Global HubOne Pte Ltd (“Global HubOne”), will sell HubOne Engine services. Global
HubOne has been incorporated with an initial paid-up share capital of S$100,005 consisting of 10 ordinary shares, with the
Company having a 70% share at a cash consideration of $100,002 taking into consideration the licence to the Intellectual
Property Rights in the HubOne Engine provided by HubOne to Global HubOne.
33. New accounting standards and FRS interpretations
Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and
are relevant for the Group’s accounting periods beginning on or after 1 April 2011 or later periods and which the Group has
not early adopted:
•
•
•
•
Amendments to FRS 24 – Related party disclosures (effective for annual periods beginning on or after 1 January 2011)
Amendments to FRS 32 Financial Instruments: Presentation – Classification of rights issues (effective for annual
periods beginning on or after 1 February 2010)
Amendments to INT FRS 114 – Prepayments of a minimum funding requirement (effective for annual periods
commencing on or after 1 January 2011)
INT FRS 119 Extinguishing financial liabilities with equity instruments (effective for annual periods commencing on or
after 1 July 2010)
The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in the future periods
will not have a material impact on the financial statements of the Group and of the Company in the period of their initial
adoption.
34. Authorisation of financial statements
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of Global
Yellow Pages Limited on 28 June 2011.
91
•
Annual Report 2011
35. Listing of companies in the Group
Country of
business /Percentage
Name of companies
Principal activities
incorporation
of equity held
2011
2010
Subsidiaries held by the Company %
%
** Global YP Sdn Bhd
Selling of advertising space in Singapore Malaysia100
and overseas telephone directories
and magazines
* Global Magazines Pte Ltd
Magazines, events and seminar organiser
Singapore100
* Singapore Information Trade directories developer and Singapore100
Services Pte Ltd
publisher
* Global Digital Express Pte Ltd (1)
Web design and development Singapore 80
* eFusion Solutions Pte Ltd
Direct sales and marketing solutions
Singapore 70
* Shownearby Pte Ltd
Provider of location-based technologies
Singapore
53.125
*** Global New Media Pte Ltd
Media, communications and events Singapore100
business
*** Global Digital Solutions Pte Ltd (2)
Internet access provider
Singapore100
100
100
100
66.67
30
Subsidiaries held by subsidiaries
** Tourism Publications Selling of advertising space in
Malaysia100
100
Corporation Sdn Bhd
telephone directories and
publishing magazines, periodicals,
journals and directories
** Viva Bahagia Sdn Bhd
Holding of property for investment
Malaysia100
100
and letting and general trading
* Infomedia Services Pte Ltd
Market research, public opinions pooling
and tele-marketing services
Singapore100
-
# PT eFusion Indonesia
Information technology, software consultancy & supply
Indonesia95.7
-
#
eFusion BPO Corporation
Software consultancy & supply
Philippines99.9
-
#
eFusion Vietnam Co., Ltd Tele-marketing services
Vietnam100
-
•
Annual Report 2011
92
Country of
business /Percentage
Name of companies
Principal activities
incorporation
of equity held
2011
2010
Associated companies held by the Company %
%
## Forward Media Sdn Bhd
** Integrated Databases India Ltd
*
**
***
#
##
(1)
(2)
Selling of advertising space, publishing Brunei 50
50
and marketing of directories and other
publications
Publishing of Yellow Pages type of directories, trade publications and
consumer and travel related publications
India 49
49
Audited by PricewaterhouseCoopers LLP, Singapore
Audited by PricewaterhouseCoopers network firms outside Singapore
Not audited as companies are dormant
Not required to be audited in the country of incorporation
Audited by Leecorporatehouse, Brunei
Global Digital Express Pte Ltd was formerly known as Companedia Pte Ltd
Global Digital Solutions Pte Ltd was formerly known as Cimarron Global YP Pte Ltd
93
•
Annual Report 2011
Additional Information
(a) Material contracts
There were no material contracts entered into by the Company or any of its subsidiaries involving the interests of the Chief
Executive Officer, any Director or controlling shareholder, either still subsisting at the end of the financial year, or if not then
subsisting, entered into since the end of the previous financial year.
(b) Directors’ remuneration
The following information relates to remuneration of directors of the Company during the financial year:
2011
2010
Number of directors of the Company in remuneration bands:
- $500,000 to $750,000
1
1
- below $250,000
5
5
Total
6
6
(c) Property of the Group
Location
1 Lorong 2 Toa Payoh, Yellow Pages Building, Singapore
Existing use
Tenure
Years With effect from
Gross floor area (sq m)
Headquarters
Leasehold
60
26.07.69
13,223
(d) Interested person transactions
•
Annual Report 2011
94
There were no interested person transactions for the financial year ended 31 March 2011.
As at 16 June 2011
Share capital
Number of Issued Shares
Share Capital
Class of Shares
Voting Rights
:
:
:
:
554,590,294
$155,790,184
Ordinary Shares
On a show of hands – one vote
On a poll – one vote for every ordinary share
Distribution of shareholdings
Size of shareholdings
1 – 999
1,000 – 10,000
10,001 – 1,000,000
1,000,001 and above
Total
No. of
shareholders
%
No. of
shares
%
153
1,553
1,687
23
3,416
4.48
45.46
49.39
0.67
100.00
8,862
7,200,581
115,988,908
431,391,943
554,590,294
0.00
1.30
20.91
77.79
100.00
Substantial shareholders
As shown in the Register of Substantial Shareholders
No. of shares
Direct
Deemed
Total
Interest
Interest
Interest
Global Media Holdings Pte. Ltd. 107,180,500
-
107,180,500
48,827,000
Marathon Asset Management LLP
-
48,827,000(1)
120,090,500
12,910,000
107,180,500(2)
Third Avenue Management LLC, on
behalf of Third Avenue Global
Value (Master) Fund L.P.
130,186,685
-
130,186,685
% of Share
Capital of
the Company
19.33
8.80
21.65
23.47
Notes:
(2) Deemed interest by virtue of an interest of more than 20% in Global Media Holdings Pte. Ltd., which is the beneficial owner of
107,180,500 shares registered in the name of HSBC (Singapore) Nominees Pte Ltd.
95
(1) The deemed interest of Marathon Asset Management LLP (“MAMLLP”) relates to shares over which (i) MAMLLP has full control
over (including the exercise of voting rights), and (ii) MAMLLP has authority to acquire and dispose but does not have the
authority to exercise voting rights.
•
Annual Report 2011
As at 16 June 2011
Twenty largest shareholders
As shown in the Register of Members and Depository Register
No. of shares
%
HSBC (Singapore) Nominees Pte Ltd
165,281,000 29.80
Citibank Nominees Singapore Pte Ltd
163,699,665 29.52
DBS Nominees Pte Ltd
26,391,180 4.76
DBSN Services Pte Ltd
13,001,500 2.34
Amfraser Securities Pte. Ltd.
12,775,535 2.30
Plan Nominees Private Limited
9,242,000 1.67
OCBC Securities Private Ltd
7,833,677 1.41
United Overseas Bank Nominees Pte Ltd
4,687,900 0.85
Kim Eng Securities Pte. Ltd.
3,801,521 0.69
Leong Chi How Christopher
2,950,000 0.53
Yeo Seng Kia
2,250,000 0.41
Phillip Securities Pte Ltd
2,061,565 0.37
DBS Vickers Securities (Singapore) Pte Ltd
2,025,500 0.37
Merrill Lynch (Singapore) Pte Ltd
1,935,500 0.35
UOB Kay Hian Pte Ltd
1,833,500 0.33
DB Nominees (Singapore) Pte Ltd
1,794,200 0.32
OCBC Nominees Singapore Pte Ltd
1,739,700 0.31
Wang Wang Chew
1,729,000 0.31
Tay Theng Kwang
1,577,000 0.28
Khoo Foo Yan Paul or Mrs Khoo Hong Chuan Nee AU S H Helen 1,420,000 0.26
428,029,943
77.18
Total
Based on the information available to the Company as at 16 June 2011, approximately 38% of the issued ordinary shares of the
Company are held by the public and therefore, Rule 723 of the Listing Manual issued by the SGX-ST has been complied with.
•
Annual Report 2011
96
As At 16 June 2011
Distribution of warrantholdings
No. of
No. of
warrantholders
%
warrants
%
Size of warrantholdings
1 – 999
436
20.43
265,318
0.17
1,000 – 10,000
1,176
55.11
4,685,035
2.99
10,001 – 1,000,000
512
23.99
24,798,113
15.82
1,000,001 and above
10
0.47
126,953,615
81.02
Total
2,134
100.00
156,702,081
100.00
Twenty largest warrantholders
As shown in the Depository Register
No. of warrants
%
56,016,800 35.75
Citibank Nominees Singapore Pte Ltd
45,683,009 29.15
Amfraser Securities Pte. Ltd.
8,499,744 5.42
DBS Nominees Pte Ltd
8,164,793 5.21
Kim Eng Securities Pte. Ltd.
2,083,192 1.33
Ramesh s/o Pritamdas Chandiramani
2,000,000 1.28
Phillip Securities Pte Ltd
1,208,689 0.77
DBSN Services Pte Ltd
1,133,000 0.72
Ng Tie Jin (Huang Zhiren)
1,126,000 0.72
UOB Kay Hian Pte Ltd
1,038,388 0.66
United Overseas Bank Nominees Pte Ltd
961,493 0.61
Mok Weng Cheon
855,400 0.55
Ng Whee Siang
828,000 0.53
Chan Man Wai
642,000 0.41
Forte Capital Management Pte Ltd
598,000 0.38
DBS Vickers Securities (Singapore) Pte Ltd
584,841 0.37
Merrill Lynch (Singapore) Pte Ltd
553,000 0.35
Chew Chin Wee (Zhou Jingwei)
543,340 0.35
Goh Khoon Lim
505,000 0.32
OCBC Nominees Singapore Pte Ltd
399,793 0.26
133,424,482
85.14
Total 97
HSBC (Singapore) Nominees Pte Ltd
•
Annual Report 2011
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT THE 8TH ANNUAL GENERAL MEETING of the Company will be held at STI Auditorium,
Capital Tower, 9th floor, 168 Robinson Road, Singapore 068912 on Tuesday, 26 July 2011 at 10.00 a.m. to transact the following
businesses:
AS ORDINARY BUSINESS
1.
To receive and adopt the Audited Financial Statements for the financial year ended 31 March 2011 and the Directors’ Report and
the Auditors Report thereon.
(Resolution 1)
2.
To declare a final tax exempt (one-tier) dividend of 0.5 cents per share for the financial year ended 31 March 2011.
(Resolution 2)
3.
To re-elect Mr Stanley Tan Poh Leng who retires by rotation pursuant to Article 91(b) of the Company’s Articles of Association.
(Resolution 3)
4.
To re-elect Mr Andrew Tay Gim Chuan who retires by rotation pursuant to Article 91(b) of the Company’s Articles of Association.
Mr Andrew Tay Gim Chuan will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and
will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities
Trading Limited.
(Resolution 4)
5.
To approve the payment of Directors’ fees of S$300,000 for the financial year ended 31 March 2011. (2010: S$302,000.00)
(Resolution 5)
6. To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors to fix their
remuneration.
(Resolution 6)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:
AUTHORITY TO ALLOT AND ISSUE SHARES
(A) “That, pursuant to Section 161 of the Companies Act, Chapter 50, and the listing rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”), approval be and is hereby given to the Directors of the Company at any time to such persons and
upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to:
(i)
issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
(ii)
make or grant offers, agreements or options that might or would require shares to be issued or other transferable
rights to subscribe for or purchase shares (collectively, “Instruments”) including but not limited to the creation and
issue of warrants, debentures or other instruments convertible into shares;
(iii)
issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the
event of rights, bonus or capitalisation issues; and
•
Annual Report 2011
98
7.
(B) (Notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of
any Instrument made or granted by the Directors while the authority was in force,
provided always that
(a)
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% of the total number of issued shares (excluding
treasury shares) of the Company (as calculated in accordance with sub-paragraph (b) below), of which the aggregate number
of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued
other than on a pro rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares
(excluding treasury shares) of the Company (as calculated in accordance with sub-paragraph (b) below);
(b)
(subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate
number of shares that may be issued under sub-paragraph (a) above, the total number of issued shares (excluding treasury
shares) shall be based on the total number of issued shares (excluding treasury shares) 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;
(ii)
new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time
this Resolution is passed, provided the options or awards were granted in compliance with the provisions of the
Listing Manual of the SGX-ST; and
(iii)
any subsequent bonus issue, consolidation or subdivision of shares;
(c) 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 of the Company; and
(d) unless revoked or varied by the Company in general meeting, such authority 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.”
(Resolution 7)
[See Explanatory Note (i)]
8.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
THAT:
(a) for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50 of Singapore) (the “Companies Act”), the
exercise by the directors of the Company (the “Directors”) of all the powers of the Company to purchase or otherwise
acquire issued ordinary shares in the capital of the Company (“Shares”) not exceeding in aggregate the Maximum Limit (as
hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price
(as hereafter defined), whether by way of:
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other Exchange
as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share
Purchase Mandate”);
Annual Report 2011
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) 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,
•
(i) market purchase(s) on Singapore Exchange Securities Trading Limited (the “SGX-ST”) and/or any other stock exchange on
which the Shares may for the time being be listed and quoted (“Other Exchange”); and/or
99
•
Annual Report 2011
100
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the Share
Purchase Mandate may be exercised by the Directors 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 earlier of:
(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held; and
(ii) the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out
to the full extent mandated;
(c) in this Resolution:
“Average Closing Price” means the average of the closing market prices of a Share for the five consecutive market days on
which the Shares are transacted on the SGX-ST or, as the case may be, Other Exchange immediately preceding the date of
the 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 for any corporate action which occurs after the
relevant five market days;
“date of the making of the offer” means the date on which the Company announces its intention to make an offer for an
off-market purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an off-market
purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting
the off-market purchase;
“Maximum Limit” means that number of issued Shares representing 10% of the total number of issued Shares as at the
date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and
“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp
duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:
(i) in the case of a market purchase of a Share, 105% of the Average Closing Price of the Shares; and
(ii) in the case of an off-market purchase of a Share pursuant to an equal access scheme, 110% of the Average Closing Price of
the Shares; and
(d) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests
of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.
(Resolution 8)
[See Explanatory Note (ii)]
9.
To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
BOOKS CLOSURE AND PAYMENT DATES
The register of members and the transfer books of the Company will be closed on 5 August 2011 for the purposes of determining
members’ entitlements to the final dividend. Duly completed transfers in respect of ordinary shares in the capital of the Company
together with all relevant documents of title received by the Company’s share registrar, Boardroom Corporate & Advisory Services Pte.
Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 up to the close of business at 5.00 p.m. on 4 August 2011 will
be registered to determine members’ entitlements to the final dividend. Members whose securities accounts with The Central
Depository (Pte) Limited are credited with ordinary shares in the capital of the Company as at 5.00 p.m. on 4 August 2011 will be
entitled to the final dividend. The final dividend, if approved by shareholders of the Company at the Annual General Meeting will be
paid on 26 August 2011.
BY ORDER OF THE BOARD
Lee Wei Hsiung
Company Secretary
11 July 2011
Notes:
(1)
(2)
(3)
(4)
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy in his stead.
A proxy need not be a member of the Company.
If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
The instrument appointing a proxy must be deposited at the registered office of the Company at 1 Lorong 2 Toa Payoh, Yellow
Pages Building, Singapore 319637 not later than 48 hours before the time appointed for the Meeting.
Explanatory Note:
ii)
The Ordinary Resolution 8, if passed, will empower the Directors to exercise all powers of the Company to purchase or otherwise
acquire (whether by way of market purchases or off-market purchases) its Shares on the terms of the Share Purchase Mandate
as set out in the letter to the shareholders of the Company dated 11 July 2011 (the “Letter”).
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 Shares. The amount of financing required for the Company to purchase or acquire its 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 Shares purchased or acquired, whether the purchase or acquisition is made out of profits or capital, the price at which
such Shares were purchased or acquired and whether the Shares purchased or acquired are held in treasury or cancelled.
Based on the number of issued and paid-up Shares as at 16 June 2011 (the “Latest Practicable Date”) and assuming no further
Shares are issued and no Shares are purchased or acquired by the Company, or held as treasury shares, on or prior to the Annual
General Meeting, the purchase by the Company of 10% of its issued Shares will result in the purchase or acquisition of 55,459,029
Shares. In the case of market purchases by the Company and assuming that the Company purchases or acquires 55,459,029
Shares at the Maximum Price of S$0.163 for one Share (being the price equivalent to 5% above the average of the last dealt prices
of the Shares for the five consecutive market days on which the Shares were traded on the SGX-ST immediately preceding the
Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 55,459,029 Shares is
S$9,039,822. In the case of off-market purchases by the Company and assuming that the Company purchases or acquires the
55,459,029 Shares at the Maximum Price of S$0.171 for one Share (being the price equivalent to 10% above the average of the
last dealt prices of the Shares for the five consecutive market days on which the Shares were traded on the SGX-ST immediately
preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 55,459,029
Shares is S$9,483,494.
The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share Purchase
Mandate on the audited financial statements of the Group and the Company for the financial year ended 31 March 2011 based on
these assumptions are set out in paragraph 2.7 of the Letter.
Annual Report 2011
101
•
The Ordinary Resolution 7, if passed, will empower the Directors from the date of this Meeting until the conclusion of the next
Annual General Meeting, or the date by which the next Annual General Meeting of the Company is required by law to be held, or
when revoked or varied by the Company in general meeting, whichever is earlier, to allot and issue further shares in the Company.
The maximum number of shares which the Directors may issue under this resolution shall not exceed the quantum as set out in
the resolution.
i)
•
Annual Report 2011
102
Proxy Form
ANNUAL GENERAL MEETING
IMPORTANT
1. For investors who have used their CPF monies to buy
shares (“CPF Investors”) in the capital of Global Yellow
Pages Limited, this Proxy Form is forwarded to them at
the request of their CPF Approved Nominees and is sent
solely 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.
GLOBAL YELLOW PAGES LIMITED
Company Registration Number: 200304719G
(Incorporated in the Republic of Singapore)
I/We NRIC No. of being a member/members of Global Yellow Pages Limited (the “Company”), hereby appoint
Name
NRIC/
Passport No
Address
Proportion of
shareholdings (%)
and/or (delete as appropriate)
or failing the person, or either or both of the persons, referred to above, the Chairman of the 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 8th Annual General Meeting of the Company to be
held at STI Auditorium, Capital Tower, 9th Floor, 168 Robinson Road, Singapore 068912 on Tuesday, 26 July 2011 at 10.00 a.m. and at any
adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolutions set out in the Notice of Annual General Meeting as
indicated hereunder. In the absence of specific instructions, 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.
Resolution
No.
Ordinary Resolutions
For
2
To declare a final tax exempt (one-tier) dividend of 0.5 cents
per share for the financial year ended 31 March 2011.
3
To re-elect Mr Stanely Tan Poh Leng as Director.
4
To re-elect Mr Andrew Tay Gim Chuan as Director.
5
To approve the payment of Directors’ fees of S$300,000.00
for the financial year ended 31 March 2011.
6
To re-appoint Auditors and authorise the Directors to fix their
remuneration.
7
To approve the proposed share issue mandate.
8
To approve the proposed renewal of the share purchase
mandate.
103
•
To receive and adopt the Audited Financial Statements for the
financial year ended 31 March 2011 and the Directors’ Report
and the Auditor’s Report thereon.
1
Against
Dated this
day of
Signature(s) of Member(s) or Common Seal
Total Number of Ordinary
Shares Held
2011.
IMPORTANT: Please read notes on the overleaf.
Annual Report 2011
* If you wish to exercise the votes in respect of all of your shares “For” or “Against”, please tick (√) within the box provided. Alternatively, please indicate the
number of shares in respect of which the votes are to be cast “For” and “Against” as appropriate.
NOTES
1.
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 Ordinary Shares registered in your name in the Register of Members, you
should insert that number of Ordinary Shares. If you have Ordinary Shares entered against your name in the Depository Register and Ordinary Shares
registered in your name in the Register of Members, you should insert the aggregate number of Ordinary 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 Proxy Form shall be deemed to relate to all
the Ordinary Shares held by you.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote
instead of him. A proxy need not be a member of the Company.
3. Where a member appoints two proxies, the appointments shall be valid only if he specifies the proportion of his shareholding (expressed as a percentage
of the whole) to be represented by each proxy. In the case of a joint appointment of two proxies, the Chairman of the Meeting will be a member’s proxy
by default if either or both of the proxies appointed do not attend the Annual General Meeting. In the case of an appointment of two proxies in the
alternative, the Chairman of the Meeting will be a member’s proxy by default if both of the proxies appointed do not attend the Annual General Meeting.
4. The Proxy Form must be lodged at the registered office of the Company at 1 Lorong 2 Toa Payoh, Yellow Pages Building, Singapore 319637 not less than
48 hours before the time appointed for the Annual General Meeting.
5. The Proxy Form must be under the hand of the appointor or of his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation,
it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
6. 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.
GENERAL
The Company shall be entitled to reject the Proxy Form 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 Proxy Form. In addition, in the case of Ordinary Shares entered in the Depository
Register, the Company may reject any Proxy Form 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.
fold here
proxy form
Affix
Postage
Stamp
The Company Secretary
1 Lorong 2 Toa Payoh, Yellow Pages Building
Singapore 319637
•
Annual Report 2011
104
fold here
(Reg. no. 200304719G)
Singapore 319637
Tel (65) 6356 8080
Fax (65) 6355 3888
Email [email protected]
yellowpages.com.sg
ANNUAL REPORT 2011
Annual Report 2011

Annual Report 2011 - Global Yellow Pages Limited

Transcription

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