S T A Y I N G A H E A D O F T H E G A M E - Singapore Press Holdings
S T A Y I N G A H E A D O F T H E G A M E - Singapore Press Holdings
S T A Y I N G A H E A D O F T H E G A M E - Singapore Press Holdings
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S T A Y I N G A H E A D O F T H E G A M E<br />
S<br />
P<br />
H<br />
SINGAPORE PRESS HOLDINGS LIMITED<br />
1000 Toa Payoh North<br />
News Centre<br />
<strong>Singapore</strong> 318994<br />
A<br />
R<br />
2<br />
0<br />
0<br />
4<br />
www.sph.com.sg<br />
Reg. No. 198402868E<br />
SINGAPORE<br />
PRESS<br />
HOLDINGS<br />
04<br />
ANNUAL<br />
REPORT
S T A Y I N G A H E A D O F T H E G A M E<br />
“The most powerful weapon in chess is to have the next move.’’<br />
– David Bronstein (b.1924), grandmaster and writer.<br />
<br />
Benjamin Franklin (1706-1790) said that chess teaches foresight, by having to plan ahead; vigilance, by having to<br />
keep watch over the whole chess board; caution, by having to restrain ourselves from making hasty moves; and,<br />
finally, hope, by steadfastly searching for the solutions to our problems. It is no wonder that the elements of strategy<br />
associated with the world’s oldest game of skill is common to strategy in the military, political and business spheres.<br />
This is why we are using chess as the metaphor for our annual report. The theme, “Staying Ahead of the Game,” is<br />
the principal strategy and tactic of the game of chess – and of successful corporations.
C O N T E N T S<br />
“It is not a move, even the best move that you must seek, but a realisable plan.”<br />
– Eugene Alexandrovich Znosko-Borovsky, Russian professional chess player.<br />
6<br />
Chairman’s Message<br />
10<br />
Group Financial Highlights<br />
12<br />
Board of Directors / Board Committee<br />
Members<br />
20<br />
Executive Officers<br />
26<br />
Review by Chief Executive Officer<br />
36<br />
Operational Review<br />
45<br />
Operational Data<br />
50<br />
Staff Welfare<br />
51<br />
Corporate Citizenry<br />
54<br />
Significant Events<br />
60<br />
Corporate Governance Report<br />
77<br />
Segmental Operating Revenue<br />
Segmental Pre-Tax Profit<br />
78<br />
After-Tax Profit Profit<br />
Earnings Per Share<br />
79<br />
Operation Margin and Return on<br />
Operating Revenue<br />
Return on Shareholders’ Funds and<br />
Return on Assets<br />
80<br />
Revenue Composition<br />
Cost Composition<br />
81<br />
Gross Dividend Per Share<br />
Net Dividend<br />
82<br />
Value Added Statement<br />
83<br />
Group Half-Yearly Results<br />
FINANCIAL REPORT AND<br />
MISCELLANEOUS<br />
88<br />
Directors’ Report<br />
96<br />
Audited Financial Statements<br />
96<br />
Balance Sheets<br />
97<br />
Consolidated Income Statement<br />
98<br />
Consolidated Statement of Changes in<br />
Shareholders’ Equity<br />
99<br />
Consolidated Cash Flow Statement<br />
102<br />
Notes to the Financial Statements<br />
144<br />
Shareholding Statistics<br />
149<br />
Overseas Bureaus<br />
152<br />
Properties of the Group<br />
153<br />
Corporate Information<br />
Financial Calendar<br />
FINANCIAL REVIEW<br />
76<br />
Group Simplified Financial Position<br />
94<br />
Statement by Directors<br />
95<br />
Auditors’ Report<br />
154<br />
Notice of Annual General Meeting<br />
160<br />
Proxy Form
L E A D I N G<br />
T H E C H A R G E<br />
“The tactician must know what to do<br />
whenever something needs doing; the<br />
strategist must know what to do when<br />
nothing needs doing.”<br />
– Savielly Tartakover (1887–1956),<br />
international grandmaster.
CHAIRMAN’S MESSAGE<br />
I am happy to report that the Company had put up a creditable performance in the past year. Profit was up<br />
sharply due to the strong showing of our newspapers which rebounded from the SARS aftermath in 2003.<br />
We continued to divest our non-core investments and returned surplus capital to shareholders, as well as<br />
carried out a share split to make SPH shares more affordable to small investors. With the impending merger<br />
of our broadcasting subsidiary with MediaCorp, which will immediately stem losses, the Company is in a<br />
better position to achieve improved results in the future.<br />
For the year ended 31 August 2004, revenue was up 8.0 per cent to $970.1 million on the back of improving<br />
consumer sentiments and contribution from the new Paragon extension. Adding income from our sale of<br />
Belgacom stake, profit from sale of Times House site, and other exceptional items, net profit was up by 44.2<br />
per cent to $546.3 million.<br />
Newspapers<br />
Print advertising rose 4.9% to $624.4 million, on the back of a low base the previous year due to fallout from<br />
the Iraq war and SARS on the economy. Display advertising registered growth, with banking and finance, fastmoving<br />
consumer goods, transport, petrochemical and industrial products and fashion and beauty sectors<br />
recording double-digit growth. As the job market improved, recruitment advertising was up by nearly one-fifth.<br />
After absorption of $9.0 million in GST, circulation revenue was 6.5 per cent higher at $192.0 million as we<br />
had raised cover prices earlier in the year. Average daily circulation of our newspapers for the year dropped<br />
by 2.1 per cent in aggregate, but The Sunday Times, The New Paper on Sunday, Friday Weekly and Tamil<br />
Murasu registered increases.<br />
To stay relevant to our readers, efforts to constantly refresh and add value to our newspapers continued<br />
through the year. Improvements were made to The Sunday Times, The New Paper on Sunday, Berita Minggu,<br />
Shin Min Daily News and Lianhe Zaobao.<br />
The Straits Times was recently relaunched, and readers like its classy, fresh new look, more reader-friendly<br />
design and varied content, including three weekly lifestyle magazines.<br />
6
CHAIRMAN’S MESSAGE (CONT’D)<br />
CHAIRMAN’S MESSAGE (CONT’D)<br />
Broadcasting<br />
Although SPH MediaWorks maintained its share of viewers last year, its loss widened to $44.5 million, up from<br />
$40.2 million the previous year. Higher programming cost amidst a very competitive environment made it<br />
difficult for MediaWorks to continue in the small local free-to-air television market. At the close of our financial<br />
year, we announced that MediaWorks would merge with MediaCorp by end 2004. This merger, as well as<br />
that of our free newspaper Streats with Mediacorp’s Today, would allow both sides to focus on developing<br />
<strong>Singapore</strong> into a media hub for the region.<br />
Property<br />
The new Paragon extension contributed to the 56.7 per cent increase in property revenue to $82.6 million last<br />
year. We expect the amalgamated Paragon, which enjoys 100 per cent occupancy in its retail space, to return<br />
more than 9 per cent equity yield per annum.<br />
Times House site in Kim Seng Road was sold with a gain of $110.1 million. Other non-core property assets,<br />
including the Times Industrial Building site, would be divested if we receive attractive offers.<br />
Investment income<br />
Total investment income for the year was $258.0 million. Excluding the Belgacom $170.5 million gain,<br />
investment income was $87.5 million, the highest in the Group’s history. On the Group’s portfolio investment,<br />
the return of 8.2 per cent is better than the annual 5.9 per cent return achieved in the past three years.<br />
Giving back to the community<br />
Demonstrating its strong community involvement, SPH contributed to a broad spectrum of programmes<br />
ranging from arts and culture, education, conservation, to sports and charity, as well as to the non-profit<br />
<strong>Press</strong> Foundation of <strong>Singapore</strong>, an Institution of a Public Character set up early last year to promote lifelong<br />
learning. The Company believes that giving back to the society should be part of its corporate culture, and will<br />
continue to play a responsible role as a good corporate citizen to enhance the well-being of the community.<br />
Outlook<br />
The recent divestment of our StarHub shares would result in an investment income of $126.3 million, before<br />
deducting the Company’s share of IPO expenses, if the over allotment option in the IPO is not exercised.<br />
Riding on an improving economy, and with a more rational local media market, we look forward to a better<br />
year ahead. Barring any adverse development in the geopolitical and economic environment, the Directors<br />
expect the Group’s operating performance to improve in the current financial year.<br />
Directorate<br />
Another two stalwarts of the Board have informed me of their desire to step down. Dr Michael Fam Yue Onn<br />
and Mr Tang I-Fang would not seek re-election in the coming AGM. Both were appointed to the Board on 8<br />
August 1984 and have served unswervingly for the past 20 years. I thank them for their contributions and<br />
invaluable counsel to the Board.<br />
Share capital management<br />
As I had mentioned in my previous Chairman’s statement, the Board aims to reward shareholders who stay with<br />
the Company for the long term. The loyal ones would have benefited from the $1.067 billion capital reduction<br />
exercise we completed this year. The exercise helped improve the Group’s return on equity to 36.9 per cent.<br />
With the appointments of Professor Cham Tao Soon as Deputy Chairman and Mr Willie Cheng Jue Hiang as<br />
a Director on 1 March 2004, the new Board aims to serve you with equal distinction.<br />
I would also like to thank staff, readers, advertisers, vendors and business associates for their continued support.<br />
The Board has recommended that a final gross dividend of 21.25 cents, comprising 10 cents normal and<br />
11.25 cents special, be paid after approval has been obtained at the coming Annual General Meeting. I trust<br />
all shareholders would vote in favour of the resolution.<br />
Lim Chin Beng<br />
Chairman<br />
8 9
GROUP FINANCIAL HIGHLIGHTS<br />
GROUP FINANCIAL HIGHLIGHTS (CONT’D)<br />
2004 2003 Change<br />
S$’000 S$’000 %<br />
Operating revenue 970,075 897,816 8.0<br />
Profit from operations 337,949 290,896 16.2<br />
Profit before exceptional items 571,514 317,144 80.2<br />
Profit before taxation 600,191 438,904 36.7<br />
Profit after taxation 546,277 379,135 44.1<br />
Minority interests 5 (399) NM<br />
Profit attributable to shareholders 546,282 378,736 44.2<br />
Shareholders’ interests 1,479,119 2,247,736 (34.2)<br />
Total assets 2,591,880 3,368,245 (23.0)<br />
Total liabilities 1,112,761 1,120,509 (0.7)<br />
Dividends declared for the financial year (net) 328,535 # 375,640 (12.5)<br />
Operating<br />
Revenue<br />
Profit from<br />
Operations<br />
Profit Attributable<br />
to Shareholders<br />
S$970,075,000<br />
S$897,816,000<br />
S$337,949,000<br />
S$290,896,000<br />
S$546,282,000<br />
S$378,736,000<br />
Per share data<br />
Net tangible assets (S$) 0.93 1.22* (23.8)<br />
Profit before taxation (S$) 0.38 0.24* 58.3<br />
Profit attributable to shareholders (S$) 0.35 0.20* 75.0<br />
Gross dividends declared for the financial year (cents) 25 # 26* (2.9)<br />
Dividend cover for the financial year (times) 1.7 1.0 70<br />
Shareholders’<br />
Interest*<br />
S$1,479,119,000<br />
S$2,247,736,000<br />
Value added<br />
Per employee (S$) 189,708 167,229 13.4<br />
Per $ employment costs (S$) 2.49 2.49 –<br />
Per $ investment in fixed assets (before depreciation) (S$) 0.63 0.68 (7.4)<br />
Per $ operating revenue (S$) 0.70 0.69 1.4<br />
Total<br />
Assets*<br />
S$2,591,880,000<br />
S$3,368,245,000<br />
Profitability ratios<br />
% points<br />
Operating margin (%) 34.8 32.4 2.4<br />
Return on operating revenue (%) 56.3 42.2 14.1<br />
Return on shareholders’ funds (%) 36.9 16.8 20.1<br />
2004 2003<br />
* Decline in Shareholders’ Interest and Total Assets due to the Capital Reduction Exercise which took place during the financial year, as proceeds from the sale of investments and<br />
fixed deposits have been utilised to finance the Capital Reduction Exercise.<br />
* Adjusted for share split exercise completed in FY 2004.<br />
# Included proposed final dividend of 10 cents per share and final special dividend of 11.25 cents per share, less tax at 20%, to be approved by shareholders at the Annual General<br />
Meeting on December 6, 2004.<br />
NM Not meaningful<br />
10<br />
11
BOARD OF DIRECTORS/<br />
BOARD COMMITTEE<br />
MEMBERS<br />
DIRECTORS’ PROFILE<br />
DIRECTORS’ PROFILE (CONT’D)<br />
LIM CHIN BENG<br />
Mr Lim joined the Board on 1 October 2001 and was appointed Chairman of SPH on 13 December 2002. He is also<br />
Chairman of The Ascott Group Ltd. He is director of CapitaLand Ltd and StarHub Ltd, and companies in the Pontiac<br />
Land Group.<br />
He also serves as a director of the <strong>Press</strong> Foundation of <strong>Singapore</strong> Ltd and is a member of the Public<br />
Service Commission.<br />
He was formerly the Managing Director and Deputy Chairman of <strong>Singapore</strong> Airlines Ltd, Chairman of the <strong>Singapore</strong><br />
Tourist Promotion Board and <strong>Singapore</strong>’s ambassador to Japan.<br />
Mr Lim graduated from the University of Malaya (<strong>Singapore</strong>) in Economics, and Harvard Business School’s Advanced<br />
Management Program.<br />
CHAM TAO SOON<br />
Prof Cham was appointed Deputy Chairman of SPH on 1 March 2004. He has spent more than 30 years in the academia<br />
sector and currently is a Distinguished Professor of Nanyang Technological University.<br />
Prof Cham is also the Chairman of NatSteel, a director of United Overseas Bank Ltd, WBL Corporation Ltd, Robinson &<br />
Co. Ltd and TPA Strategic <strong>Holdings</strong> Ltd. In addition, he serves as a board member of Land Transport Authority, a member<br />
of the Council of Presidential Advisers, Chairman of the <strong>Singapore</strong> Symphonia Co Ltd and as director of <strong>Singapore</strong><br />
International Foundation.<br />
Prof Cham holds a Bachelor of Engineering (Civil, Hons) from the University of Malaya, a Bachelor of Science<br />
(Mathematics, Hons) from the University of London and a Doctorate of Philosophy (Fluid Mechanics) from Cambridge<br />
University.<br />
ALAN CHAN HENG LOON<br />
Mr Chan was appointed a director and Group President of SPH on 1 July 2002 and became its Chief Executive Officer<br />
on 1 January 2003. He is also a director of <strong>Singapore</strong> Power Ltd, and Chairman of PowerGas Ltd. He is a member of the<br />
INSEAD <strong>Singapore</strong> Council, the Board of Trustees, Courage Fund and the Board of Governors of The <strong>Singapore</strong>-China<br />
Foundation.<br />
He has more than 24 years’ experience in the civil service, spanning the Civil Aviation Department, Ministries of Home<br />
Affairs, Defence, Foreign Affairs and the Prime Minister’s Office. Prior to joining SPH, he was the Permanent Secretary,<br />
Ministry of Transport. He was also a director of DBS Group <strong>Holdings</strong> Ltd and PSA Corporation Ltd.<br />
Mr Chan is a President Scholar and had been awarded the Public Service Medals (Gold and Silver). He graduated from<br />
the Ecole Nationale de I’Aviation Civile, France and holds an MBA (with distinction) from INSEAD, France.<br />
MICHAEL FAM YUE ONN<br />
Dr Fam was appointed to the Board on 8 August 1984. He is the Executive Chairman of Fraser & Neave Ltd, Chairman<br />
of Asia Pacific Breweries Limited and Centrepoint Properties Ltd and a director of Times Publishing Ltd.<br />
He was formerly Chairman of <strong>Singapore</strong> Airlines Ltd, Housing Development Board, Mass Rapid Transit Corporation and<br />
the Council of Nanyang Technological University, Public Transport Council and a director of Oversea-Chinese Banking<br />
Corporation Limited, Temasek <strong>Holdings</strong> (Pte) Ltd, the Public Utilities Board and Economic Development Board. He also<br />
served as a member of the Council of Presidential Advisers, <strong>Singapore</strong>.<br />
Dr Fam holds a Bachelor of Engineering (First Class Hons) in Civil Engineering from the University of Western Australia;<br />
and Honorary Degrees of, Doctor of Laws from the National University of <strong>Singapore</strong>, Doctor of Engineering from the<br />
University of Western Australia, and Doctor of Letters from the Nanyang Technological University. He was appointed a<br />
member of the Order of Nila Utama, First Class, in 1990.<br />
14<br />
15
DIRECTORS’ PROFILE (CONT’D)<br />
DIRECTORS’ PROFILE (CONT’D)<br />
TANG I-FANG<br />
Mr Tang has been a Director since 8 August 1984. He is the Executive Chairman of WBL Corporation Ltd, the Chairman<br />
of United Engineers Ltd, Wearnes International (1994) Ltd and the Deputy Chairman of The Straits Trading Company Ltd.<br />
He is also a director of Lee Kuan Yew Exchange Fellowship Ltd and OCBC, Wearnes & Walden Investments (<strong>Singapore</strong>) Ltd.<br />
LIM KIM SAN<br />
Mr Lim was appointed Senior Advisor on 1 January 2003, upon stepping down as Executive Chairman after 14 years at<br />
the helm of the SPH Group. He is responsible for the current organisational and management structure of the Group, having<br />
transformed it into a multi-platform media organisation.<br />
In public service, he led several UN Economic Missions for Asian countries and was Chairman of EDB; Chairman of JTC;<br />
Chairman of the Sub-Committee on Service Sector of <strong>Singapore</strong> Economic Committee (1985). He was conferred<br />
Distinguished Service Order (DUBC) in 1972. He was named the <strong>Singapore</strong> Businessman of the Year in 1989.<br />
Mr Tang was previously a director of Oversea-Chinese Banking Corporation Ltd and Times Publishing Ltd.<br />
Mr Tang holds a BSc Mech. Eng. from National Central University, China and an MBA from Harvard University.<br />
YEO NING HONG<br />
Dr Yeo was appointed to the Board on 15 March 2001. He is the Senior Advisor of Hyflux Ltd, a member of the Temasek<br />
Advisory Panel, and an Advisor to Far East Organisation. He also serves on several business, sports and civic organizations,<br />
including as Chairman of the <strong>Singapore</strong> Totalisator Board and the <strong>Singapore</strong> Symphony Orchestra Trust;<br />
Honorary President of the SEA Games Federation and Patron of the <strong>Singapore</strong> National Olympic Council. He is also the<br />
Chairman of a couple of technology start-up companies.<br />
Dr Yeo is a former Cabinet Minister and has served as Minister for Defence and Minister for Communications and<br />
Information. He was previously the Chairman of PSA Corporation Ltd, Executive Chairman of the <strong>Singapore</strong><br />
Technologies Group of Companies, as well as a director of DBS Bank Ltd and DBS Group <strong>Holdings</strong> Ltd.<br />
He is also the Chairman of Times Publishing Ltd and <strong>Press</strong> Foundation of <strong>Singapore</strong> Ltd.<br />
Prior to joining the Group, Mr Lim served as Cabinet Minister in ministries as diverse as National Development, Finance,<br />
Defence, Education, Environment and Communications. He was also the Chairman of Housing & Development Board, Public<br />
Utilities Board, Port of <strong>Singapore</strong> Authority and Managing Director of Monetary Authority of <strong>Singapore</strong>. He started his career as<br />
a banker and industrialist.<br />
Mr Lim has received several national honours and awards, including the Order of Temasek, NTUC Medal of Honour, PAP<br />
Distinguished Service Medal and the prestigious Ramon Magsaysay Award for community leadership. He was conferred an<br />
Honorary Degree of Doctor of Laws, National University of <strong>Singapore</strong>.<br />
NGIAM TONG DOW<br />
Mr Ngiam was appointed to the Board on 15 March 2001. He is the Chairman of HDB Corporation Pte Ltd and a director<br />
of Valuair Limited, United Overseas Bank Ltd, Yeo Hiap Seng Ltd and Majulah Connection Ltd. He is also a Corporate<br />
Advisor of Temasek <strong>Holdings</strong> (Pte) Ltd.<br />
He was formerly a director of Temasek <strong>Holdings</strong> (Pte) Ltd, Overseas Union Bank Ltd, Development Bank of <strong>Singapore</strong><br />
Ltd and <strong>Singapore</strong> Airlines Ltd.<br />
Dr Yeo holds a MSc from <strong>Singapore</strong> University, and an MA and PhD from Cambridge University. He also has a<br />
distinguished academic and public record, having been conferred several awards and honorary positions in <strong>Singapore</strong><br />
and overseas, including Honorary Fellowship of Christ’s College, Cambridge and Distinguished Service Order of the<br />
Republic of <strong>Singapore</strong>.<br />
Mr Ngiam has a distinguished public service career, having served as Chairman of the Housing & Development Board,<br />
Central Provident Fund Board, Economic Development Board, Telecommunications Authority of <strong>Singapore</strong>, and Deputy<br />
Chairman of the Board of Commissioners of Currency. He was also Permanent Secretary of the Prime Minister’s Office,<br />
the Ministries of Finance, Trade & Industry, National Development, and Communications.<br />
Mr Ngiam holds a Bachelor of Arts (First Class Hons) in Economics from the University of Malaya (<strong>Singapore</strong>) and Master<br />
of Public Administration from Harvard University.<br />
16<br />
17
DIRECTORS’ PROFILE (CONT’D)<br />
DIRECTORS’ PROFILE (CONT’D)<br />
LEE EK TIENG<br />
Mr Lee was appointed as a director on 15 March 2001. He is the Group Managing Director of the Government of<br />
<strong>Singapore</strong> Investment Corporation Pte Ltd and a director of Fraser & Neave Ltd. He is also a member of the Lee Kuan<br />
Yew Exchange Fellowship and a director of the Lee Kuan Yew Scholarship Fund.<br />
He is a member of the Board of Governors, <strong>Singapore</strong> International Foundation, and the Chairman of the Haggai Institute,<br />
International Board of Trustees, Atlanta.<br />
Dr Pillai holds an LLB First Class Hons (<strong>Singapore</strong>), LLM (Harvard) and SJD (Harvard).<br />
He was previously Chairman of the Public Utilities Board and Temasek <strong>Holdings</strong> Pte Ltd, Head of Civil Service and<br />
Permanent Secretary (Special Duties) in the Prime Minister’s Office, as well as Deputy Chairman of the Monetary<br />
Authority of <strong>Singapore</strong>.<br />
SUM SOON LIM<br />
Mr Sum was appointed to the Board on 5 December 2003. He is currently a corporate advisor to <strong>Singapore</strong> Technologies<br />
Pte Ltd.<br />
Mr Lee holds a Bachelor’s Degree in Engineering from the University of Malaya (<strong>Singapore</strong>) and has a Diploma in Public<br />
Health Engineering from the University of Newscastle-Upon-Tyne (UK). He is a member and Fellow of various professional<br />
engineering bodies in <strong>Singapore</strong> and overseas.<br />
Mr Sum also sits on the boards of CapitaLand Ltd, Chartered Semiconductor Manufacturing Ltd, STT Communications<br />
Ltd, <strong>Singapore</strong> Health Services Pte Ltd and <strong>Singapore</strong> Technologies Telemedia Pte Ltd. He is also a Commissioner of P.T.<br />
Indonesian Satellite Corporation (Indosat) and a member of the Securities Industry Council.<br />
CHEONG CHOONG KONG<br />
Dr Cheong was appointed a director on 1 March 1997. He is also the Chairman of Oversea-Chinese Banking Corporation<br />
Ltd and was previously the Deputy Chairman and Chief Executive Officer of <strong>Singapore</strong> Airlines Ltd.<br />
He holds a Bachelor of Science with First Class Honours in Mathematics from the University of Adelaide, a Master of<br />
Science and a PhD in Mathematics from the Australian National University. He was Associate Professor and Head of the<br />
Mathematics Department at the University of Malaya before joining <strong>Singapore</strong> Airlines in 1974.<br />
He was named outstanding Chief Executive in 1996 and Fortune magazine’s 1998 Asia’s Businessman of the Year.<br />
Mr Sum has worked with the <strong>Singapore</strong> Economic Development Board, DBS Bank, J.P. Morgan Inc., Overseas Union<br />
Bank and Nuri <strong>Holdings</strong> (S) Pte Ltd, a private investment holding company.<br />
Mr Sum received his B. Sc. (Hons) in Production Engineering from the University of Nottingham, England.<br />
WILLIE CHENG<br />
Mr Cheng was appointed a director on 1 March 2004. He is a director of Neptune Orient Lines Limited, NTUC Fairprice<br />
Cooperative Ltd, Spring <strong>Singapore</strong> and the Accounting & Corporate Regulatory Authority. He is also Chairman of the<br />
<strong>Singapore</strong> Science Centre, the National Volunteer & Philanthropy Centre and the Jurong Country Club.<br />
PHILIP PILLAI<br />
Dr Pillai was appointed as a director on 5 December 2003. He is a Senior Partner in the law firm of Shook Lin & Bok,<br />
<strong>Singapore</strong>. He is currently a director of the Monetary Authority of <strong>Singapore</strong>, <strong>Singapore</strong> Technologies Engineering Ltd,<br />
<strong>Singapore</strong> Technologies Electronics Ltd, Lindeteves-Jacoberg Limited, Hotung Investment <strong>Holdings</strong> Limited and PT Agro<br />
Indomas.<br />
He was previously Country Managing Director of Accenture <strong>Singapore</strong>.<br />
Mr Cheng holds a Bachelor of Accountancy (First Class Hons) from the University of <strong>Singapore</strong>. He is a CPA. He is also a fellow<br />
of the <strong>Singapore</strong> Institute of Directors and the <strong>Singapore</strong> Computer Society.<br />
18<br />
19
EXECUTIVE OFFICERS<br />
EXECUTIVE OFFICERS (CONT’D)<br />
CHEONG YIP SENG<br />
Editor-in-Chief, English/Malay Newspapers Division<br />
Mr Cheong has been in journalism for over 40 years. In January 1987, he became Editor-in-Chief of the English and Malay<br />
Newspapers Division, a position he holds today. As Editor-in-Chief, he manages four newspapers – The Straits Times,<br />
The Business Times, Berita Harian and The New Paper.<br />
ARTHUR SEET KEONG HOE<br />
Executive Vice President, Finance<br />
Mr Seet is the Executive Vice President of Finance. He held various finance positions in Times Publishing Berhad, and in<br />
<strong>Singapore</strong> Newspaper Services Pte Ltd, including Financial Controller and General Manager, Circulation. Mr Seet has<br />
been with the Group for 30 years.<br />
He is a non-executive director of SBS Transit Ltd. In 1997, Mr Cheong received the ASEAN Award for information. He also<br />
serves on the Bioethics Advisory Committee and the National University of <strong>Singapore</strong> Council.<br />
Mr Seet is a director of MobileOne Ltd. He is a Fellow of the Chartered Association of Certified Accountants and<br />
member of the Institute of Certified Public Accountants of <strong>Singapore</strong>.<br />
THAM KHAI WOR<br />
Senior Executive Vice President, Marketing<br />
Mr Tham is the Senior Executive Vice President of Marketing, responsible for sales and marketing of advertising in the<br />
English, Malay and Chinese newspapers, and heads the marketing activities of all newspapers. He has been with the Group<br />
for 33 years.<br />
He was the President of Master Printers’ Association from 1983 – 1984; and Advertising Media Owners Association,<br />
<strong>Singapore</strong>, for 11 years (1986 - 1997), and is now their Honorary Advisor. Concurrently, he was <strong>Singapore</strong>’s representative<br />
in the Asian Foundation of Advertising Associations, and Governor of the Institute of Advertising, <strong>Singapore</strong>.<br />
ROBIN HU YEE CHENG<br />
Executive Vice President<br />
Chinese Newspapers Division, Newspapers Services Division<br />
Mr Hu joined the Group as Executive Vice President, Chinese Newspapers Division and Newspaper Services Division on<br />
February 1, 2004. Before joining SPH, Mr Hu was Managing Director of global business in SingTel’s wholly-owned<br />
National Computer Systems Pte Ltd.<br />
SNG NGOI MAY<br />
Executive Vice President<br />
Corporate Services & Corporate Relations<br />
Mrs Sng is the Executive Vice President, responsible for the Group’s Properties, Administration, Information Resource Centre,<br />
Legal/ Secretariat and Corporate Relations functions. She joined the Group in 1983 as Group Editorial Manager and has<br />
served in various management positions in the Editorial Support Services and Human Resources divisions.<br />
Mrs Sng is concurrently the General Manager of <strong>Press</strong> Foundation of <strong>Singapore</strong> Limited, a charity foundation set up in<br />
2003. Prior to joining SPH, she was in the Government Administrative Service and worked in the Ministries of Health,<br />
Finance and Home Affairs. Mrs Sng holds a Master of Science from the University of <strong>Singapore</strong>.<br />
LOW HUAN PING<br />
Executive Vice President, Technology<br />
Mr Low is the Executive Vice President, Technology. He has been with the Group for 18 years. Previously, he was Chief<br />
Executive Officer of SPH AsiaOne Ltd, a subsidiary of SPH, Chairman of CyberWay Pte Ltd and a director of <strong>Singapore</strong><br />
Cable Vision Limited. Mr Low is also a director of MobileOne Ltd.<br />
Mr Hu has extensive experience in the public and private sectors in areas such as technology and media. Between 1995 and<br />
2001, he worked in China initially as a member of the Economic Development Board’s pioneering team in Suzhou and later<br />
as Counsellor (Industry and Investment) in the <strong>Singapore</strong> Embassy in Beijing before becoming a technopreneur during the<br />
heydays of the dotcom era.<br />
Mr Low started his career at the Ministry of Defence, where he subsequently headed various IT departments.<br />
Mr Low holds a Bachelor of Arts (Honours) and Master of Arts from Cambridge University, where he read Engineering and a<br />
Master of Science from the University of <strong>Singapore</strong>. He also graduated from Harvard’s Business School Advanced<br />
Management Program.<br />
20<br />
21
EXECUTIVE OFFICERS (CONT’D)<br />
EXECUTIVE OFFICERS (CONT’D)<br />
WEE LEONG HOW<br />
Executive Vice President, Human Resources &<br />
Executive Director, SPH MediaWorks Ltd<br />
Mr Wee has been with the Group for 20 years, and is currently the Executive Vice President of Human Resources. He is<br />
concurrently Executive Director of SPH’s TV subsidiary, SPH MediaWorks Ltd.<br />
GINNEY LIM MAY LING<br />
Head, Legal & Group Company Secretary<br />
Ms Lim is Head of the Legal/ Secretariat Department and Group Company Secretary. She has been with the Group since<br />
December 1991 and founded the Legal/Secretariat Department in SPH which until her joining, had no in-house legal<br />
department.<br />
Mr Wee started his career in the <strong>Singapore</strong> Civil Service, first as an engineer in the Ministry of Defence followed by a<br />
stint in the Foreign Service.<br />
Prior to joining SPH, Ms Lim was heading the Legal & Secretariat department of NTUC INCOME. She has over 20 years<br />
of experience in the legal, corporate secretarial and insurance sectors.<br />
Mr Wee holds a Master of Arts from Cambridge University, where he read Engineering under a <strong>Singapore</strong> Government<br />
scholarship. He also has a Master of Business Administration from the National University of <strong>Singapore</strong>.<br />
Ms Lim holds a Bachelor of Law (Honours) from the National University of <strong>Singapore</strong>. She is also an Associate of the<br />
Institute of Chartered Secretaries and Administrators and an Associate of the Chartered Insurance Institute.<br />
MICHAEL CHIN YONG KOK<br />
Acting Executive Vice President, Corporate Development and Properties<br />
Mr Chin has been with the Group for 13 years. He is Acting Executive Vice President of the Corporate Development Division and<br />
Properties. He started his career with SPH in Corporate Planning/Business Development Department, and then moved to the<br />
Properties Department. He also held concurrent positions in Production and Human Resources Divisions.<br />
Mr Chin started his career as an engineer in the Public Works Department and later, a senior manager in Coopers & Lybrand,<br />
before joining SPH.<br />
He holds a Bachelor of Science, First Class Honours, University of Manchester, a Master of Science, University of Manchester<br />
and a Master of Business Administration from the National University of <strong>Singapore</strong>.<br />
She is a member of the Group 8: Listed Companies Committee of the <strong>Singapore</strong> International Chamber of Commerce.<br />
JOYCE CHEE SIEW LUAN<br />
Head, Internal Audit<br />
Mrs Chee joined SPH in 1986 as the deputy chief internal auditor and became the head of Internal Audit in 1987. She was<br />
responsible for both internal audit functions of SPH and Times Publishing groups until 1996. Prior to joining SPH, she headed<br />
the internal audit function of Tan Chong Motors and was the deputy head of audit in Great Eastern Assurance.<br />
She has held the Vice President and Governor positions in the Institute of Internal Auditors (<strong>Singapore</strong>) for many terms<br />
and has actively contributed to the growth and development of the internal audit profession in <strong>Singapore</strong>.<br />
Mrs Chee is a Certified Public Accountant (<strong>Singapore</strong>) and a Certified Internal Auditor (US).<br />
22<br />
23
S E I Z I N G<br />
T H E I N I T I A T I V E<br />
“Only the player with the initiative has<br />
the right to attack.”<br />
– Wilhem Steinitz (1836–1900), the first<br />
world champion
REVIEW BY CHIEF EXECUTIVE OFFICER<br />
Financial year 2004 was an eventful and milestone year for SPH.<br />
More significantly, we took note of and acted decisively on what our shareholders and stakeholders wanted us<br />
to do. We were able to enhance value for our shareholders, made inroads into regional markets, strengthened<br />
our products to attract readers, and leveraged on our core capabilities and brand name to stay ahead.<br />
It was a year of achievements as our newspapers, magazines and TV channels went on a winning streak and<br />
clinched a string of top international awards for excellence and quality. But it was also a testing time as we<br />
had to take several tough measures to stay the course. On balance, I believe we put up a good show and<br />
can look back on the past year with satisfaction.<br />
The following gives a short review of how we measured up in the key areas.<br />
Looking back on the year<br />
We entered FY04 when the economy was still sluggish, as it was just recovering from the adverse effects of<br />
SARS which ravaged many businesses in <strong>Singapore</strong> and the region. Terrorism continued to be a clear and<br />
present danger.<br />
Amid the uncertainty and difficult operating environment, SPH’s core newspaper business remained soft and the<br />
Group ended the first quarter with a net profit of $83.8 million, slightly up from $82.8 million in the same quarter<br />
of the previous year. Total turnover dipped 1.1% to $240.3 million.<br />
With a slow but steady global recovery underway, our newspaper operations improved in the second quarter<br />
and the group posted $89.3 million in net profit. Overall performance of the group was also boosted by<br />
additional rental income from the new extension to Paragon, which opened for business on 1 September 2003.<br />
The pickup came in the third quarter as consumer sentiment improved, in tandem with the economic recovery.<br />
Newspaper and magazine revenue went up, on the back of a low post-SARS period, as did our property,<br />
broadcasting and multimedia segments. For the quarter, the Group registered a net profit of $369.5 million,<br />
of which $170.5 million came from the disposal of Belgacom and $110.1 million from the sale of Times House<br />
site, markedly up from the $63.3 million in the same period in FY03.<br />
27
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
I am pleased to report that we ended the year on a very positive note, achieving a net profit of $546.3 million,<br />
which is an increase of 44.2% from the previous financial year.<br />
We have delivered on three key fronts.<br />
Return of capital to shareholders<br />
To our shareholders, we returned nearly $1.1 billion in cash in late June 2004, following a 5-for-1 share split<br />
and a major capital reduction exercise. The stock split was to make SPH shares more accessible to small<br />
investors. The capital reduction was to return surplus cash to shareholders by way of a $2,865 cash compensation<br />
for every 1,000 shares held, with cancellation of 15 per cent of shares.<br />
The move was aimed at enhancing SPH’s return on equity (ROE) and earnings per share (EPS). The capital<br />
return demonstrated the Group’s commitment to managing the company’s capital on an ongoing basis and,<br />
where appropriate, returning surplus capital to shareholders. The capital reduction exercise will not affect the<br />
company’s funding of immediate and long-term growth plans as it still has a substantial cash balance.<br />
Both the share split and capital reduction were overwhelmingly approved by shareholders at an Extraordinary<br />
General Meeting on 7 May 2004. The exercises were completed on 24 June 2004.<br />
Rationalisation of TV and free newspaper operations<br />
In early 2004, SPH began serious negotiations with MediaCorp Pte Ltd to rationalise the Group’s free-to-air<br />
television broadcasting and free newspaper businesses, which have incurred continuing losses. Competition<br />
since media liberalisation in May 2000 has raised production and acquisition costs, as well as led to<br />
duplication of resources.<br />
SPH MediaWorks, the Group’s broadcasting arm, chalked up further losses of $44.5 million in FY04, up from the<br />
$40.2 million a year ago. Negotiations on the merger of MediaWorks’ Channels U and i, and SPH’s free<br />
newspaper Streats with MediaCorp, were in its final stages at the close of the financial year.<br />
The proposed transactions, which were later signed on 17 September 2004, sought to create a new TV<br />
company in which SPH would have a 20% stake, and for SPH to co-own 40% of MediaCorp <strong>Press</strong>, which<br />
publishes Today, a free newspaper. SPH will merge Channel U and Streats with MediaCorp’s Channels 5 and<br />
8, and Today respectively. It was agreed that the commercial viability of Channel i would be reviewed.<br />
The continuing losses, especially from the TV operation, were not sustainable. SPH believes rationalisation is<br />
in the best interest of the company, as it would immediately stem the losses and enhance shareholder value,<br />
while allowing the company to hold significant stakes in the TV and free newspaper businesses.<br />
Commitment to divest non-core assets<br />
We kept our commitment to divest non-core assets. The company sold the Times House site, a 10,485 sq metre<br />
freehold land at the junction of Kim Seng Road and River Valley Road, for $118.9 million in March 2004. In April<br />
2004, we netted $170.5 million from the sale of our entire stake in Belgacom, Belgium’s biggest phone company.<br />
Business performance<br />
Group turnover for the year grew 8% to $970.1 million, boosted by revenue from its core newspaper and<br />
magazine operations, which rose 5.6% to $833.2 million, property segment which brought in $82.6 million, up<br />
56.7 %, and broadcasting and multimedia business which fell 2.6% to $54.3 million.<br />
We sold a substantial part of our stake in StarHub following its recent IPO. Based on the IPO price of $0.95<br />
per share, SPH would book an investment income of $126.3 million, before deduction of the Company’s IPO<br />
expenses. This gain will be reflected in the first quarter results in FY05.<br />
The company remains committed to divesting the remaining non-core assets in the Group as it focuses on<br />
its core business.<br />
Riding on improving consumer sentiment, which was dented by the SARS crisis last year, the Group’s<br />
advertising revenue rose 4.1% to $664.5 million. Operating expenses went up 4.5% to $643.5 million. Higher<br />
prices forced newsprint costs up by 6.2%, while staff costs also rose 9% due to the higher staff variable<br />
bonus that had to be set aside in line with higher operating profits.<br />
28 29
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
Property<br />
The Property segment was one of the three star performers of the year, the other two being newspaper and<br />
magazine segment and Treasury and Investment. The new Paragon extension helped boost property turnover<br />
to $82.6 million, up 56.7%. The higher income came from rentals in the new wing and renewals of rental<br />
leases at the existing Paragon, as well as increased occupancy from the medical and office tower.<br />
Times Properties also contributed a higher net profit of $114.6 million, with $110.1 million from the Times<br />
House sale.<br />
Zaobao Sunday was also given a major overhaul and relaunched on 29 August 2004. It was also well received<br />
by readers, and sales rose by 6,000 copies to an average of 189,300. Its weekday circulation averaged<br />
185,000 copies, slightly down from last year.<br />
The string of top international and local newspapers awards which our newspapers garnered during the year<br />
attests to their quality and excellence. These awards, given by prestigious newspapers groups such as the Society<br />
for News Design (SND), Society of Publishers in Asia (SOPA), IFRA’s Publish Asia and the Pacific Area Newspaper<br />
Publishers’ Association (PANPA), are a good way to benchmark our work against other papers in the world.<br />
Newspaper sales<br />
Against dwindling newspaper readership worldwide, competition from alternative media and pressure on<br />
readers’ time, SPH newspapers managed to buck the trend and held their ground. This was borne out by the<br />
Nielsen 2004 Media Index survey, which showed that overall newspaper readership stayed at 84%, with<br />
some titles even enjoying a surge. The survey also found that readers in <strong>Singapore</strong> were becoming more<br />
sophisticated and mature, especially among the white-collar workers and PMEBs. This trend augurs well for<br />
paid newspapers.<br />
But the total daily average circulation of the Group’s 13 paid newspapers fell by 2.1% to 1,036,836 copies<br />
during FY04, compared to the previous financial year. This was partly due to the cover price increases for nine<br />
newspapers which came into effect on 16 January 2004, and increased competition, including from free sheets.<br />
However, readers continued to find value for money in SPH newspapers, underlining support for their ongoing<br />
improvements to beef up content and design. Six newspapers in the SPH stable underwent makeovers<br />
to stay relevant, with the most successful being the redesigned Sunday Times. Its circulation soared by 9,700<br />
copies to 396,000 within a month after its revamp.<br />
On another platform, the online editions of our major newspapers and AsiaOne also continued to attract<br />
more eyeballs. Both the Chinese and English online sites drew up to 300 million pageviews a month, with<br />
Zaobao.com alone snaring about 250 million pageviews. Our Internet business unit also reported higher<br />
advertising revenue, in line with global trend.<br />
Reaching out to young readers<br />
SPH newspapers also stepped up efforts to attract younger readers by presenting news in a more appealing<br />
way, packaged in small, entertaining bites and delivered with edge. They added youth sections and education<br />
pages which give young readers a forum to contribute their works and air their views.<br />
Our Chinese newspapers also made it easier and more accessible for readers who are not as proficient in<br />
the language, with simplified Chinese and easy-to-read stories. Both flagship dailies, The Straits Times and<br />
Lianhe Zaobao, moved into schools to engage more student readers through their media and student<br />
correspondent clubs, and their efforts boosted weekly sales to schools.<br />
Newspaper-in-education is an area which we will be paying more attention to grow and drive readership.<br />
Daily average weekday circulation of The Straits Times, SPH’s English flagship daily, stayed at 380,200,<br />
marginally down from the previous year. This was before the cover-to-cover makeover for the 159-year-old<br />
paper, which remains the newspaper of choice for <strong>Singapore</strong> readers. This new-look ST was relaunched on<br />
19 October 2004, receiving kudos all round for its classy, fresh and clean design.<br />
SPH Magazines’ regional thrusts<br />
Not to be left out, our magazine subsidiary, SPH Magazines, also went into overdrive to make further inroads<br />
into regional markets and roll out new lifestyle titles. In the short span of eight months from October 2003<br />
when it started its regional expansion drive, SPH Magazines established a beachhead for its bestseller Her<br />
World women’s magazine in the region through joint ventures in Malaysia, Thailand and China.<br />
30 31
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
REVIEW BY CHIEF EXECUTIVE OFFICER (CONT’D)<br />
At home, SPH Magazines continued to enlarge its stable of lifestyle titles, which included Shape, a health and<br />
fitness magazine for women, Maxim, a men’s lifestyle magazine, Simply Her, a lifestyle guide for busy, working<br />
women who multi-task, Young Parents pre-school guide and Young Parents Baby.<br />
And in a move that strengthens its foothold in the regional magazine market, it bought over the media and<br />
publishing business of Blu Inc for $32.9 million, bringing into its fold another 40 titles including Female,<br />
NuYou, Peak and Torque. With the acquisition of Blu Inc, SPH Magazines now publishes 63 in-house and<br />
contract titles, making it a market leader.<br />
Corporate citizenry<br />
SPH widened its community involvement during the year and continued to contribute to a diverse range of<br />
worthy events, from education, arts and culture, conservation, sports to charity.<br />
Other newspapers such as The New Paper and Lianhe Zaobao continued to support the annual President’s<br />
Challenge fund-raising drive.<br />
For SPH, corporate giving is a way of giving back to the communities which have made it profitable and its<br />
responsibility to forge community spirit.<br />
Acknowledgements<br />
SPH has been able to turn in a good performance because of the collective efforts of our staff to excel at<br />
every level. Their unstinting support and talent have enabled the company to maintain its competitive edge.<br />
I want to thank all of them for their dedication and hard work and for going the distance for the company. I<br />
would also like to express my deepest appreciation to our business associates, management, unions and<br />
customers for their strong support and contribution to help keep the SPH flag flying high.<br />
In recognition of its staunch support to help keep the local arts scene thriving, SPH was given the<br />
Distinguished Patron of the Arts Award by the National Arts Council for the 12th year running. It was also bighearted<br />
on charity, and initiated a group organised giving on 23 August 2004 with donations totalling<br />
$200,000 for 20 charity and welfare organisations which look after the needy sick and elderly.<br />
SPH staff also pitched in to do their bit for charity by helping to raise funds for various charitable causes. Its<br />
hugely successful fund-raiser, The Straits Times School Pocket Money Fund met its target collection of $3.5<br />
million to help the growing number of needy students on its list, which now stands at 11,000, as did its<br />
Chinese TV Channel U, which raised a record $7 million from its second Ren Ci Charity Show for the Ren Ci<br />
Hospital and Medical Centre.<br />
We enter the new financial year with renewed confidence, energised by our synergy and well-positioned to<br />
tap new growth opportunities in the region. But let’s not be lulled into thinking that it will be business as usual<br />
for we have to brace ourselves for the changing market dynamics in the coming months which may upset the<br />
growth momentum. These include rising interest rates, oil and newsprint prices, cooling of China’s economy,<br />
continuing conflict in the Middle East and terrorism risk in the region.<br />
We must remain nimble and focused and continue to build on our competitive strengths to produce quality<br />
products and grow earnings, exploring fresh ideas, breaking new grounds to give those who believe in us<br />
better value for money.<br />
Alan Chan Heng Loon<br />
Chief Executive Officer<br />
32 33
P O S I T I O N A L<br />
A D V A N T A G E<br />
“If you see a good move, look for the<br />
better one.”<br />
– Emmaneul Lasker (1868–1941),<br />
who was world champion for 26 years,<br />
a record not likely to be broken.
OPERATIONAL REVIEW<br />
OPERATIONAL REVIEW (CONT’D)<br />
BETTER READS, BRIGHTER LOOKS – NEWSPAPER MAKEOVER MANIA<br />
SPH newspapers spared no efforts to refresh their image during the year to give better value to readers. The English,<br />
Chinese and Malay Newspapers went all out to beef up their content and design in a series of makeovers. The results<br />
pleased readers and advertisers, and boosted sales. Here are the highlights of the key new features in the various<br />
redesigned papers.<br />
English and Malay Newspapers<br />
Brighter and more vibrant Sunday Times<br />
• On 28 September 2003, readers woke up to an eye-catching Sunday Times, which was given a cover-to-cover<br />
makeover, including a new classy masthead.<br />
It was an immediate hit with readers, who lapped up its richer content and vibrant layout, which is organised around<br />
readers’ needs and demands for weekend reading. The writing is brighter, headlines are more striking and the design<br />
style combines text, photos and graphics in a visually stunning way with the use of bold colours. There are more<br />
lifestyle, leisure and health features, as well as new sections, with each carrying a news-you-can-use anchor columns<br />
to help readers digest the news and information in a faster way.<br />
The Sunday Times redesign was a winner. A snap poll found that more than eight in 10 readers liked the new version<br />
and one-third said they spent more time reading it. Sales went up by 8,000 copies weekly.<br />
The successful Sunday Times revamp paved the way for a total overhaul of its mothership, The Straits Times, which<br />
was relaunched on 19 October 2004.<br />
The Business Times<br />
• On 1 September 2004, The Business Times took on a brand new look, surprising readers with a refreshing blue<br />
masthead and a meatier paper with extra sections.<br />
The sunnier New Paper on Sunday<br />
• On 1 August 2004, the Sunday edition of The New Paper emerged with a classy new look, giving readers even more<br />
reason to lay their hands on the bestselling weekend tabloid.<br />
Simple and elegant in design with impactful pictures, the extras in the redesigned New Paper on Sunday, which was<br />
launched in 1999, include a forum for readers to engage in sms and mms, a driving column for women, a Hey! Section<br />
that invites well-known personalities to give views on movies and TV shows.<br />
Readers particularly like the feel-good style of a weekend magazine.<br />
Berita Minggu<br />
• On 15 August 2004, Berita Minggu, the Sunday edition of Berita Harian, a Malay language daily, was relaunched,<br />
with livelier content, bigger pictures and graphics. It also offers more features, covering economic and money<br />
matters, a main feature called Focus BM, hot topics, lifestyle, entertainment and sports. Its weekday edition will be<br />
revamped in 2005.<br />
Chinese Newspapers<br />
Shin Min Daily News<br />
• On 18 March 2004, Chinese evening daily Shin Min Daily News hit newsstands with a brand new look, with full colour<br />
in all its news pages and additional special features. This followed its very successful introduction of four new colour<br />
pages in September 2002.<br />
Positive feedback from readers and advertisers to the change in 2002 spurred the paper on to a major facelift. The<br />
new Shin Min now gives readers deeper insights into breaking news and updates readers on trends, the hottest<br />
entertainment and sports news.<br />
In the most radical makeover since 1995, the new features in the redesigned business daily include bigger fonts, a<br />
friendlier layout, more features and specialty pages such as Economy Watch, a daily look at the state of the <strong>Singapore</strong><br />
economy; Malaysian and regional pages and Views from the Top, where CEOs give their views on current issues.<br />
36<br />
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OPERATIONAL REVIEW (CONT’D)<br />
OPERATIONAL REVIEW (CONT’D)<br />
Lianhe Zaobao<br />
• On 21 February 2004, SPH’s flagship Chinese daily Lianhe Zaobao launched Popcorn, a new education section in<br />
zbNOW, to reach out to younger readers. The education pages feature topics of concern and interest to teens in a<br />
fun and lively style on every Wednesday.<br />
• On August 8, 2004, Lianhe Zaobao on Sunday unveiled its new sleek look. Brighter and more vibrant, it offers readers<br />
loads of interesting features and a more leisurely read for the whole family. Stories are written in a lighter vein to<br />
engage younger readers while the design is attractive and magazine-ish. The main news section remains a broadsheet<br />
but the lifestyle section comes in a tabloid, giving readers more appealing lifestyle and fun topics.<br />
REGIONAL EXPANSION – SPH MAGAZINES<br />
Financial Year 2004 marked a major milestone for SPH Magazines as it embarked on a regional expansion drive.<br />
In a spate of months from October 2003 to May 2004, SPH Magazines established its premier Her World brand in the<br />
region. In October 2003, it launched the revamped issue of Her World Malaysia, a joint venture with Berita Publishing Sdn<br />
Bhd. In March 2004, in a joint venture with GMM Media Co., Her World Thailand made its debut. Two months later,<br />
– Her World, the first Chinese- language edition of the magazine, made its entry into China. Her World Indonesia was<br />
launched in October 2000 under the banner of licence partner PT. Media Ikrar Abadi.<br />
Her World in <strong>Singapore</strong> continued to dazzle with its revamp in October 2003 and its bumper issues packaged with<br />
attractive gifts in December 2003 and July 2004. In <strong>Singapore</strong>, standalone title Her World Body was launched in<br />
November 2003, and the second issue was published in May 2004.<br />
One of the jewels in the crown of achievement for SPH Magazines was its acquisition of the media assets of the Blu Inc<br />
Group, including all its magazine titles, among which are the popular Female and Nuyou. The group publishes a total of<br />
40 in–house and contract titles. The acquisition of the Blu Inc Group is part of SPH Magazines’ strategy to strengthen its<br />
position in the magazine business here and in the region.<br />
SPH Magazines continued to enlarge its stable of lifestyle publications with the launch in July 2004 of the <strong>Singapore</strong><br />
version of Shape, the top US health and fitness magazine for women, under the licence of Weider Publications. This was<br />
SPH Magazines’ first international licensing arrangement.<br />
Among the non–women’s titles, SPH Magazines launched the <strong>Singapore</strong> edition of Maxim in September 2004. It is the<br />
largest men’s lifestyle title in the US, which sells four million copies monthly and has 23 editions in 33 countries. Young<br />
Parents won three top international media awards – a gold at IFRA 2004 and a silver at SOPA 2004 for design and a SOPA<br />
2004 certificate for editorial excellence. The Young Parents Pre–school Guide was launched in October 2003 and Young<br />
Parents Baby made its debut in August 2004 as a biannual publication new and first–time parents.<br />
SPH Magazines’ stable of titles today stands at 63 in–house and contract titles, including those acquired under the Blu<br />
Inc Group.<br />
38<br />
39
OPERATIONAL REVIEW (CONT’D)<br />
OPERATIONAL REVIEW (CONT’D)<br />
BUMPER HAUL OF AWARDS AND HONOURS<br />
SPH continued its winning streak in the last financial year, reaping a bumper crop of top international and local awards<br />
for newspaper excellence, broadcasting, advertising, corporate governance and supporting the arts in <strong>Singapore</strong>. And<br />
the awards went to:<br />
Newspapers and Magazines<br />
• In September 2003, four SPH journalists clinched the top Investors’ Choice Awards for financial journalism given by<br />
the Securities Investors Association of <strong>Singapore</strong> (Sias). They are: Business Times’ Executive Money Editor Genevieve<br />
Cua, named Best Financial Journalist of the Year, senior correspondent Christopher Tan of The Straits Times, who won<br />
the Best Financial Story of the Year award, Straits Times correspondent Lorna Tan, given a special award, and Lianhe<br />
Zaobao’s Ang Li Ching, given The Rising Star Award.<br />
• In December 2003, two SPH journalists – Zaobao photographer Bob Lee and Streats photojournalist Edwin Koo –<br />
clinched the top two prizes in one of the categories in the ClickArt World Photojournalist Meet 2003.<br />
• In March 2004, The Sunday Times won two international design awards, putting it in the league of the world’s bestdesigned<br />
newspapers. The paper, which shed its old image for a bold new look and livelier, more colourful design in<br />
September 2003, bagged the excellence awards given out by the prestigious Society for News Design, based in the<br />
US. Straits Times photographer Desmond Foo also received an excellence award for photography from the society.<br />
• In June 2004, SPH newspapers swept nine awards – in reporting, photography and design – in a publishing<br />
competition organised by the Society of Publishers in Asia (Sopa). The Straits Times grabbed six top awards for<br />
business reporting, news photography, feature photography, and newspaper design in the local-newspaper and<br />
magazines category. It took the second prize for reporting and special editions. The Sunday Times, which was<br />
redesigned in September 2003, won the top prize for newspaper design.<br />
• In July 2004, SPH emerged a big winner at the annual IFRA’s Publish Asia Media Awards, walking away with six awards<br />
for best in printing, infographics and design.<br />
In the Best in Print category for newspaper with double width, The Straits Times took the silver award, while its<br />
Chinese broadsheet Lianhe Zaobao received a bronze. ST also clinched the gold and bronze awards for the Best in<br />
Newspaper Infographics while The Sunday Times won gold for the Best in Newspaper Design.<br />
Young Parents, published by SPH Magazines, beat top magazines in the region to win the gold award for Best in<br />
Magazine Design.<br />
Publish Asia Media Awards is an annual event organised by IFRA, the world’s leading organisation for the newspaper<br />
and media publishing industry.<br />
Advertising<br />
• In September 2003, SPH’s Product Development and Branding team won certificates for being finalists in The New<br />
York Festivals’ International Design & Print Advertising Competition, a prestigious international competition that<br />
honours the best work in communications and media, including TV and cinema advertising, TV programming and<br />
promotion and interactive multimedia.<br />
• In November 2003, SPH’s Classified Advertisements Telephone Sales (Cats) division took the top spot in the Call Centre<br />
of the Year awards, organised by the Call Centre Council of <strong>Singapore</strong>. The awards honour organisations and<br />
individuals for excellent customer service, high levels of productivity, operational efficiency and profitability.<br />
• In November 2003, SPH received the first patron award given by the Association of Accredited Advertising Agents<br />
<strong>Singapore</strong> (4AS) for making a significant contribution to the local advertising and marketing communications industry.<br />
40<br />
41
OPERATIONAL REVIEW (CONT’D)<br />
OPERATIONAL REVIEW (CONT’D)<br />
TV accolades<br />
• Despite being a relatively newcomer to the TV scene, SPH MediaWorks’ two TV channels punched above their weight<br />
in the region.<br />
GROWING YOUNG READERS<br />
With sagging newspaper readership worldwide, especially among the younger population, SPH newspapers have spared<br />
no efforts in reaching out to younger readers and meeting their expectations and needs.<br />
• In December 2003, Channel i News was voted the Best General News Programme at the 8th Asian Television Awards,<br />
beating leading contenders CNN International's News Biz Today and Star News Asia. Channel U’s variety show, Top<br />
10, won Best Entertainment Programme, while its host, Kym Ng, was named Best Entertainment Presenter. It also won<br />
Best Art Direction for drama serial, The Romance Of The Book, and Sword. Channel U was also runner-up in the<br />
Terrestrial Channel of the Year category.<br />
• In December 2003, MediaWorks again won awards at the annual Promax and BDA Asia 2003. It struck gold in the<br />
News and Current Affairs Promo category for a Channel i News trailer and another for Channel U’s current affairs<br />
programme Sense Of Being. A silver went to the Best Movie Promo for the show, Alive.<br />
• In June 2004, for its third birthday, MediaWorks won a gold and two silvers at the International Promax & BDA Awards<br />
presented in New York, taking its total haul of international awards since its launch in 2001 to 48.<br />
Throughout the year, they relentlessly kept up with the young, making sure that their products appeal to them, constantly<br />
improving their content and design to stay relevant, with stories written in a lighter, livelier, fun and entertaining style.<br />
Some newspapers added youth sections and education pages to give more value to younger readers.<br />
And they didn’t just stop at that. Some of the mainstream newspapers went directly to schools to engage and connect<br />
with the students through various initiatives to cultivate the newspaper reading habit in them.<br />
Highlights of some of these activities by the four major newspapers in SPH to grow younger readers.<br />
Straits Times Media Club<br />
Launched in August 2003 to promote students’ knowledge of current affairs and to improve their writing skills, 49<br />
secondary schools are now members of this club, with 38 of them joining during the year under review.<br />
Corporate Governance<br />
• In January 2004, SPH came in second in a survey by Asian finance magazine, The Asset, for financial transparency<br />
and good corporate governance. The rating is the highest for a non government-linked company, up from its No. 3<br />
slot the previous year.<br />
• In April 2004, SPH was named The Company Most Committed to Dividend Policy by Hongkong-based FinanceAsia<br />
magazine.<br />
Schools just need to subscribe to 500 or more copies of The Straits Times a week to become a member. They can also<br />
invite ST editors and journalists to give talks on topical issues to their students, and during the school holidays, students<br />
can attend workshops at SPH.<br />
Response from schools has been overwhelming. In less than a month, 27 schools signed up, raising weekly circulation of<br />
the ST by 20,000. Sales have since gone up to 35,500 now. At the height, 47 schools participated in the scheme with<br />
37,000 copies of Straits Times subscribed.<br />
The Arts<br />
• In September 2004, SPH received the Distinguished Patron of the Arts award from the National Arts Council for the<br />
12th year running, for its continuing strong support to promote the arts in <strong>Singapore</strong>.<br />
Besides these efforts, The Straits Times is planning to organise a National Schools Newspaper of the Year competition<br />
and it is beefing up its education section every Monday.<br />
Simpler Chinese for young readers<br />
Readership for Chinese newspapers has eroded over the years, partly because many students are not as proficient in the<br />
Chinese language. Realising this trend many years ago, the Chinese dailies in SPH started taking proactive steps to halt<br />
42<br />
43
OPERATIONAL REVIEW (CONT’D)<br />
OPERATIONAL DATA<br />
the shrinking readership and grow new readers.<br />
Daily Average Circulation for 2004<br />
Besides stepping up efforts to promote its Friday Weekly for secondary school students and Thumbs Up for primary<br />
pupils, SPH’s Chinese flagship daily, Lianhe Zaobao, has also made its content more digestible to younger readers.<br />
The Straits Times<br />
The Sunday Times<br />
380,197<br />
388,796<br />
In January 2004, Lianhe Zaobao launched its Popcorn pages to make its coverage relevant to young readers, with<br />
The Business Times<br />
27,515<br />
simplicity as the key. The weekly Wednesday pages have hit off well with students, helping to push Zaobao sales to more<br />
than 54 schools by 29,000 copies a week. Zaobao also keeps in close touch with schools through its school sports<br />
correspondents and student correspondents clubs.<br />
The New Paper<br />
The New Paper on Sunday<br />
115,915<br />
154,004<br />
The two student weeklies also pitch their articles at the students levels, with headings in Hanyu Pinyin and a mini glossary<br />
in English for uncommon Chinese phrases on each page. Both weeklies also have a newspaper in education programme<br />
which teachers could use as supplementary teaching materials.<br />
Streats<br />
Lianhe Zaobao (Weekday)<br />
Lianhe Zaobao (Sunday)<br />
184,445<br />
194,640<br />
280,373<br />
Friday Weekly also organises a slew of regular club events and helps schools to produce students newsletters.<br />
Lianhe Wanbao (Weekday)<br />
124,134<br />
Malay and Tamil papers keep pulse on the young<br />
In August 2003, Berita Harian, the Malay language paper, introduced a new and more interactive page, called Expresi, for<br />
youths to express themselves on any issues close to their hearts, while Tamil Murasu carries an eight-page section called<br />
Manavar Murasu (Students’ Murasu), with contributions from students and teenagers. TM also runs a youth page, called<br />
Youth Murasu, every Tuesday and reaches out to Indian students through activities such as workshops to prepare<br />
students for exams and football tournaments.<br />
Lianhe Wanbao (Weekend)<br />
Shin Min Daily News (Weekday)<br />
Shin Min Daily News (Weekend)<br />
Friday Weekly<br />
62,523<br />
123,634<br />
123,639<br />
121,234<br />
Educational visits for students to SPH facilities<br />
At the Group level, SPH also conducts tours for students to its English and Chinese newsrooms, its TV news studio at<br />
News Centre, Toa Payoh North, to give them an insight into how newspapers operate and how TV news bulletins are<br />
produced.<br />
Thumbs Up<br />
Berita Harian<br />
Berita Minggu<br />
29,944<br />
58,503<br />
66,000<br />
SPH is also a partner of the Ministry of Education’s Learning Journey Programme, which gives students a learning<br />
experience outside the classroom. Last year, a total of 43 groups or 1,720 students visited the SPH’s printing plants at<br />
Print Centre in Jurong, to learn more about the media group's state-of-the-art printing facilities.<br />
Tamil Murasu (Weekday)<br />
Tamil Murasu (Sunday)<br />
8,504<br />
15,232<br />
44<br />
45
OPERATIONAL DATA (CONT’D)<br />
OPERATIONAL DATA (CONT’D)<br />
Advertising Expediture by Media ( $million )<br />
6,000<br />
SPH Newspapers Gross Readership Trends (’000)<br />
5,000<br />
9.6%<br />
6.0%<br />
4,000<br />
3,000<br />
4.7%<br />
32.5%<br />
2,000<br />
13.3%<br />
1,000<br />
0<br />
1994 1995* 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />
4.1%<br />
Year<br />
29.7%<br />
2,000<br />
1,800<br />
SPH Newspapers Gross Readership Trends (’000)<br />
FY2004<br />
Total adspend: S$1,973<br />
SPH Newspapers<br />
Today<br />
Mediacorp TV<br />
SPH Mediaworks TV<br />
1,600<br />
Periodicals<br />
1,400<br />
1,200<br />
1,000<br />
4.5%<br />
8.6%<br />
5.8%<br />
35.7%<br />
Radio<br />
Others (Cinema, Busbacks/<br />
Taxi-Tops and Posters)<br />
800<br />
14.6%<br />
600<br />
400<br />
26.8%<br />
3.9%<br />
200<br />
0<br />
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />
Year<br />
English Chinese Malay/Tamil<br />
Note: TV includes bonus airtime, where discounts can range from 65% to 80%.<br />
Source: The Nielsen Media Research’s 2004 Media Index Survey.<br />
FY2003<br />
Total adspend: S$1,723<br />
46<br />
47
P L A Y I N G F O R<br />
A W I N<br />
“Every Pawn is a potential queen.”<br />
– James Mason (1909–1984), British actor
STAFF WELFARE<br />
CORPORATE CITIZENRY<br />
At SPH, human resources and talent are our most cherished assets. And we recognise that they are a critical force in the<br />
success of the company. That’s why we provide a stimulating and family-friendly environment to develop and retain talent,<br />
and a flexible and enriching workplace for staff to grow.<br />
SPH believes that a happy worker is a steady and more productive worker. To help staff, especially those with young<br />
children, balance their family life and work, the company has put into place various pro-friendly measures, including flexible<br />
working hours, work from home arrangement and no-pay leave for mothers who want to extend their maternity leave.<br />
Five-day week & longer maternity leave<br />
On 1 August 2004, SPH implemented a five-day week for staff, in line with the government’s push to create a more familyfriendly<br />
environment and to maintain employment competitiveness although production staff will commence the shorter week<br />
next year. Also effective from 1 August 2004, SPH extended paid maternity leave by a month to three months for up to the<br />
fourth child as part of the pro-family measures to encourage <strong>Singapore</strong>ans to have bigger families. This move followed changes<br />
to the Employment Act. In addition, employees with children below seven years of age are entitled to two days of paid childcare<br />
leave each year. Both moves were welcomed by SPH staff.<br />
Health screening for all<br />
On 1 February 2004, the company overhauled the group’s medical benefits scheme for staff, moving away from a reactive<br />
approach to a proactive one emphasising early detection and preventive healthcare. Under the new medical scheme, nonexecutive<br />
staff are also entitled to basic health screening, a perk previously enjoyed by executives only. This screening<br />
was carried out between March and May 2004.<br />
Espirit de Corps parties<br />
To promote Espirit de Corps among employees, the company announced in August 2004 that the annual Dinner and<br />
Dance would be replaced by smaller and more intimate divisional parties, which are aimed at building camaraderie and<br />
bonding. Under the new scheme, each division will organise its own year-end bash. Divisions can also give out Long<br />
Service Awards at such party.<br />
Corporate citizenry is one of SPH’s core values. Matching words with deeds, the Group, which firmly believes that it has a<br />
social responsibility in helping to build a better nation, continued to demonstrate its strong commitment to fostering community<br />
spirit by supporting a diverse range of community and charity events. Despite a flagging economy and the aftermath of<br />
SARS, it continued to contribute generously to support arts and culture, education, conservation efforts, sports and charity.<br />
A staunch supporter of local arts, SPH believes in promoting home-grown talent and providing them a platform to<br />
showcase their works and creativity, as well as other efforts to develop <strong>Singapore</strong> into a vibrant arts and cultural hub.<br />
For its contributions to events such as SPH Homecoming SSO Series, TheatreWorks Writers’ Lab, <strong>Singapore</strong> Arts<br />
Festival, <strong>Singapore</strong> River Hongbao, Chinese Cultural Festival, it was conferred the Distinguished Patron of the Arts Award<br />
by the National Arts Council for the 12th successive year.<br />
It also contributed to other worthy community causes, including the SPH Geography Challenge, SPH Schools Relay<br />
Championships and SPH Reading Room project.<br />
SPH also stepped up its corporate giving last year. As part of bringing National Day cheer to the less fortunate, it gave<br />
out $200,000 to 20 charity and welfare organisations caring for the needy sick and elderly on 23 August 2004, in an<br />
organised group giving. This was in addition to donations to various other charitable causes, including the Community<br />
Chest Share programme and the <strong>Press</strong> Foundation of <strong>Singapore</strong>, a non-profit organisation which was set up in 2002 to<br />
promote lifelong learning.<br />
SPH also encourages staff volunteerism by helping to raise funds for charitable causes. Its top fun-raiser, The Straits<br />
Times School Pocket Money Fund, now into its fifth year, managed to raise its target of $3.5 million to help 11,000<br />
students from low-income homes despite the bad times. Its Chinese TV Channel U exceeded expectations when it<br />
collected a record $7 million from its second Ren Ci Charity Show in January for the Ren Ci Hospital and Medical Centre.<br />
Lianhe Zaobao’s ZPOP zbNOW Concert and The New Paper’s Big Walk and Be Yourself Day raised $338,000 for the 2003<br />
President’s Challenge. Tamil Murasu spearheaded the setting up of the G. Sarangapany Education Trust Fund and helped<br />
raised the initial seed money of $500,000.<br />
SPH scholarships<br />
SPH believes that healthy companies need healthy communities. We see our community involvement as a way of giving<br />
SPH awarded scholarships to 14 children of SPH employees in June 2004 to help them pursue their studies at junior<br />
back to the community which has supported us.<br />
colleges, polytechnics or a local university. The company also gave out 12 public scholarships for higher studies at universities<br />
50 in the US, Britain, Australia and China.<br />
51
T H E P I E C E S<br />
I N A C T I O N<br />
“You have to have fighting spirit.<br />
You have to force moves and<br />
take chances.”<br />
– Bobby Fischer (b.1943), the 11th world<br />
champion (1972–75) and arguably the greatest<br />
chess player of all time.
September 28, 2003<br />
Relaunch of The Sunday Times. The eyecatching,<br />
more lively and vibrant Sunday<br />
edition was an instant hit with readers,<br />
especially the younger ones, boosting the<br />
weekly sales by more than 8,000 copies.<br />
SIGNIFICANT<br />
EVENTS<br />
>><br />
October 1, 2003<br />
ST School Pocket Money Fund launched its<br />
fourth fund-raising drive to support the<br />
growing number of needy students, who<br />
have gone up from 7,200 to 11,000 this<br />
year. Despite the weak economy, $3.5<br />
million was raised.<br />
>><br />
October 14 – 15, 2003<br />
For the first time, over 300 letter writers of<br />
The Straits Times Forum pages were invited<br />
to a “Thank You” gathering at SPH News<br />
Centre for their contribution. It was an<br />
opportunity for them to meet ST editors<br />
and exchanged views. They also toured<br />
the newsroom, TV news studio and<br />
Information Resource Centre and<br />
exchange. ST plans to hold this<br />
event annually.<br />
<br />
January 10 – 15, 2004<br />
The annual River Hongbao to celebrate<br />
the Lunar New Year was launched at the<br />
Marina Promenade by National<br />
Development Minister Mah Bow Tan.<br />
The event is jointly organised by Chinese<br />
Newspapers Division (CND) and promotes<br />
Chinese culture and traditions.<br />
>><br />
January 11, 2004<br />
MediaWork’s Ren Ci Charity Show,<br />
organised for the second year, raised $7<br />
million for Ren Ci Hospital. The live<br />
charity show with MediaWorks artistes<br />
performing daredevil feats pulled in some<br />
1.25 million viewers.<br />
>><br />
January 16, 2004<br />
SPH raised cover prices of nine of its<br />
newspapers, in the first price adjustment<br />
since 1995. The increase for The Straits<br />
Times, Sunday Times, The New Paper, The<br />
New Paper on Sunday, Berita Harian,<br />
Berita Minggu, Lianhe Zaobao, Lianhe<br />
Wanbao and Shin Min Daily News, was in<br />
two stages – 16 January 2004 for<br />
newsstand copies and 1 February 2004 for<br />
subscription copies.<br />
March 8, 2004<br />
Streats launched its second edition. About<br />
20,000 copies of the noon edition were<br />
distributed at selected MRT stations, food<br />
junctions and shopping malls in the<br />
CBD area.<br />
>><br />
March 25, 2004<br />
<strong>Singapore</strong> Business Awards 2003, organised<br />
by The Business Times and DHL, named<br />
Ron Sim, Founder and CEO of OSIM<br />
International, Businessman of the Year; Lee<br />
Hsien Yang, President & CEO of SingTel,<br />
Outstanding Chief Executive of the Year;<br />
and gave Hyflux Limited the<br />
Enterprise Award.<br />
>><br />
May 2, 2004<br />
A New Business Unit was set up by CND<br />
to complement Marketing division to<br />
leverage on the influence and brand of<br />
Chinese newspapers and reach out<br />
to advertisers.<br />
>><br />
May 23, 2004<br />
<strong>Singapore</strong>’s biggest mass sports event, The<br />
New Paper Big Walk, drew some 70,000<br />
participants. The annual event, into its<br />
14th year, was organised by The New<br />
Paper, <strong>Singapore</strong> Amateur Athletic<br />
Association and <strong>Singapore</strong><br />
Sports Council.<br />
<br />
July 5, 2004<br />
SPH launched the SPH Ink Awards to<br />
honour excellence in print advertisements<br />
published in SPH newspapers and<br />
magazines. This annual award culminates<br />
at an industry-wide gala event where<br />
winners will be announced.<br />
>><br />
July 6, 2004<br />
SPH Magazines launched Shape <strong>Singapore</strong>,<br />
the local version of the top US health and<br />
fitness magazine for woman.<br />
>><br />
August 4, 2004<br />
Veteran of social service, Haji Abu Bakar<br />
Maidin was named the Berita Harian<br />
Achiever of the Year 2004. The event was<br />
organised by Berita Harian and presented<br />
by McDonald’s.<br />
W I N N I N G<br />
T H R U S T<br />
“Never is reason and clear thinking<br />
more necessary than when victory is<br />
in sight.”<br />
– Eugene Alexandrovich Znosko-Borovsky<br />
(1884–1954), Russian professional chess player.
CORPORATE GOVERNANCE REPORT<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
SPH is committed to achieving high standards of corporate governance and has adopted a framework of corporate<br />
governance policies and practices in line with the principles set out and best practices recommended in the Code of<br />
Corporate Governance (Code).<br />
SPH has complied with the full requirements of the Code as well as the <strong>Singapore</strong> Exchange Listing Manual requirements.<br />
There are other sections in this annual report which have an impact on the disclosures required. The annual report should<br />
be read in totality for SPH’s full compliance.<br />
SPH has received recognition in the form of accolades and awards from the investment community for its good corporate<br />
governance practices and transparency in management and reporting (please refer to page 42 for details).<br />
and ensures that board members are provided with complete, adequate and timely information. As a general rule, board<br />
papers are sent to Directors at least one week in advance in order for Directors to be adequately prepared for the<br />
meeting. Senior management staff are invited to attend board meetings to answer any queries that the Directors may<br />
have on the Group’s operations. The Directors may from time to time, also request to meet without Management’s<br />
presence. In the last financial year, the Board had met without the CEO and other management staff’s presence.<br />
The Company Secretary attends all Board meetings and is responsible to ensure that board procedures are followed. It<br />
is the Company Secretary’s responsibility to ensure that the Company complies with the requirements of the Companies<br />
Act and the <strong>Singapore</strong> Exchange Listing Manual. Together with the other management staff of SPH, the Company<br />
Secretary is responsible for compliance with all other statutes, rules and regulations which are applicable to the Company.<br />
BOARD OF DIRECTORS<br />
Board’s Conduct of its Affairs<br />
The principal responsibilities of the Board are:<br />
1. Reviewing and approving the corporate policies, strategies, budgets and financial plans of the Company;<br />
2. Monitoring financial performance including approval of the annual and interim financial reports;<br />
3. Reviewing the processes for evaluating the adequacy of internal controls, risk management, financial reporting<br />
and compliance;<br />
4. Approving the nominations of Directors and appointment of senior management, and determining and reviewing their<br />
remuneration levels;<br />
5. Approving major funding proposals, investments, acquisitions and divestment proposals; and<br />
6. Assuming responsibility for corporate governance.<br />
The Board conducts regular scheduled meetings on a quarterly basis. Ad–hoc meetings are convened when circumstances<br />
require. The Articles allow a board meeting to be conducted by way of a tele-conference. The attendance of the<br />
Directors at meetings of the Board and Board Committees, as well as the frequency of such meetings, is disclosed on<br />
page 72. A Director will not be nominated by the Nominating Committee for re-appointment and will be deemed to have<br />
resigned, if he fails to attend three Board or Board Committee meetings consecutively, without good reason.<br />
Access to Information<br />
The Board is provided with quarterly financial accounts, other financial statements and progress reports of the Group’s<br />
business operations. The Directors may contact the Company’s senior management through the Company Secretary or<br />
the CEO.<br />
Should Directors, whether as a group or individually, need independent professional advice, the Company Secretary will, upon<br />
direction by and approval of, the Chairman or the CEO appoint a professional advisor to render the advice. The cost of such<br />
professional advice will be borne by the Company.<br />
Board Composition<br />
Currently, the Board comprises 12 Directors, all of whom, except for the CEO, are non-executive and independent directors.<br />
Details of the Directors’ academic and professional qualifications and other appointments are set out on pages 14 to 19<br />
of the annual report.<br />
The Company’s Articles allow for the appointment of a maximum of 12 Directors. The size and composition of the Board<br />
are reviewed from time to time by the Nominating Committee (NC), who is of the view that the current Board size is<br />
appropriate, taking into account the nature and scope of the Group’s operations.<br />
The Chairman ensures that board meetings are held when necessary and sets the board meeting agenda in consultation<br />
with the Chief Executive Officer (CEO). The Chairman reviews all board papers before they are presented to the Board<br />
The NC is also of the view that the current Board comprises persons who as a group, possesses the relevant qualifications,<br />
experience and core competencies necessary to manage the Company.<br />
60 61
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
The independence of each Director is reviewed annually by the NC. The NC adopts the Code’s definition of what<br />
constitutes an independent director in its review. As a result of the NC’s review of the independence of each Director for<br />
this financial year, the NC is of the view that the non-executive Directors are independent directors and further, that no<br />
individual or small group of individuals dominate the Board’s decision making process.<br />
Chairman and CEO<br />
The Company has a separate Chairman and CEO. The Chairman is a non-executive and independent director.<br />
The CEO is the chief executive in the Company and bears executive responsibility for the Company’s business, while the<br />
Chairman bears responsibility for the workings of the Board. The Chairman and the CEO are not related.<br />
Director Training<br />
Directors are kept informed about the relevant training available either inhouse or organised externally. A comprehensive<br />
orientation programme will be organized for new Directors to familiarize them with the Group’s operations, organization<br />
structure and corporate policies. The objective of the orientation programme is to give new Directors a better<br />
understanding of SPH’s business and the media industry, and to help them settle into their new roles.<br />
Directors may also request further explanations, briefings or informal discussions on any aspect of the Group’s<br />
operations or business issues from the management.<br />
Board Membership and Renewal Process<br />
The NC recommends all appointments and re-appointments of Directors to the Board and the Board Committees. As a<br />
media company, all new appointments to the Board are subject to the approval of the Media Development Authority (MDA).<br />
New Directors are at present either appointed by way of a board resolution, after the NC approves their appointment or<br />
elected at the Annual General Meeting (AGM) of the Company. New Directors appointed by way of board resolution,<br />
must submit themselves for re-election at the next AGM.<br />
Article 111 of the Articles requires one third of the Directors, or the number nearest to one third, to retire by rotation at every<br />
AGM. These Directors may offer themselves for re-election, if eligible. Directors over 70 years of age are also required<br />
to be re-elected every year at the AGM under Section 153(6) of the Companies Act.<br />
Board Performance<br />
The NC evaluated the Board’s performance as a whole, and that of individual Directors, in this year based on<br />
performance criteria set by the Board. The performance criteria included an evaluation of size and composition of the<br />
Board, the Board’s access to information, Board processes, Board performance in relation to discharging its principal<br />
functions and fiduciary duties, and communication with top management, attendance record, and intensity and quality of<br />
participation at meetings.<br />
62 63
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
BOARD COMMITTEES<br />
To facilitate effective management, certain functions have been delegated by the Board to various Board Committees.<br />
Members of the Board and each Board Committee during the financial year are set out on page 73.<br />
Executive Committee (EC)<br />
The EC comprises six members, four of whom are independent non-executive directors. The EC is chaired by the<br />
Chairman of the Board.<br />
The EC’s principal responsibilities are:<br />
1. To review, with management, and recommend to the Board the overall corporate strategy, objectives and policies of the<br />
Group, and monitor their implementation;<br />
2. To consider and recommend to the Board, the Group’s five year plan and annual operating and capital budgets;<br />
3. To review and recommend to the Board proposed investments and acquisitions of the Company and its subsidiaries<br />
which do not fall within the Company’s core businesses but which are considered strategic investments for the longterm<br />
prospects of the Company;<br />
4. To approve the affixation of the Common Seal onto any document in accordance with the Company’s Articles<br />
of Association;<br />
5. To act on behalf of the Board in urgent situations, when it is not feasible to convene a meeting of the entire Board;<br />
and<br />
6. To carry out such other functions as may be delegated to it by the Board.<br />
Audit Committee (AC)<br />
The AC comprises five members, all of whom are independent non-executive directors. All the members of the AC have<br />
many years of experience in board and senior management positions in the accounting and related financial fields. The<br />
NC is of the view that the members of the AC have sufficient financial management expertise and experience to discharge<br />
the AC’s functions.<br />
The AC performs the following main functions:<br />
1. To review annual audit plans and audit reports of external and internal auditors;<br />
2. To review the auditors’ evaluation of the system of internal accounting controls;<br />
3. To review the balance sheet and profit and loss account of the Company and the consolidated balance sheet and profit<br />
and loss account of the Group before they are submitted to the Board for its approval;<br />
4. To review the scope, results and adequacy of the internal audit function, procedures and its cost effectiveness;<br />
5. To review any interested person transactions as defined under the <strong>Singapore</strong> Exchange Listing Manual;<br />
6. To review the independence, objectivity and cost effectiveness of the external auditors and the nature and extent of nonaudit<br />
services supplied by the external auditors so as to balance the maintenance of objectivity and value for money;<br />
and<br />
7. To recommend to the Board the appointment of external auditors.<br />
The AC has conducted an annual review of the volume of non-audit services to satisfy itself that the nature and extent of<br />
such services will not prejudice the independence and objectivity of the external auditors before confirming their re-nomination.<br />
The AC meets with the external and internal auditors, without the presence of management, at least once year.<br />
Internal Controls<br />
In the course of their statutory audit, the Company’s external auditors will highlight any material internal control<br />
weaknesses which had come to their attention in carrying out their normal audit which is designed primarily to enable<br />
them to express their opinion on the financial statements. Such material internal control weaknesses noted during their<br />
audit, and recommendations, if any, by the external auditors are reported to the AC.<br />
The Internal Audit division (IAD) has an annual audit plan, which complements that of the external auditors. IAD’s plan<br />
focuses on material internal control systems including financial, operational, IT and compliance controls, and risk<br />
management. IAD also provides advice on security and control in new systems development, recommends improvements<br />
to effectiveness and economy of operations, and contributes to risk management and corporate governance processes.<br />
Any material non-compliance or lapses in internal controls together with corrective measures are reported to the AC.<br />
64 65
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
Based on the audit reports and management controls in place, the AC is satisfied that the internal control systems provide<br />
reasonable assurance that assets are safeguarded, that proper accounting records are maintained and financial<br />
statements are reliable.<br />
Enterprise Risk Management<br />
SPH recognizes the importance of enterprise risk management process (ERM) and has set up an ERM unit, which reports<br />
to the EC.<br />
SPH institutionalized its risk management practices under a formal enterprise risk management framework in 2004. External<br />
consultants were appointed to advise SPH on the ERM framework. With the ERM framework, SPH aims to better manage<br />
the uncertainties and adverse threats as it realises potential opportunities and creates value. The SPH ERM framework<br />
incorporates a continuous and iterative 4-step process for enhancing risk awareness and enabling a culture of risk<br />
management across the organisation:<br />
Internal Audit<br />
IAD is staffed with eight audit executives, including the Head of Internal Audit, who is a Certified Internal Auditor (CIA)<br />
and a Certified Public Accountant (CPA). All staff have to adhere to a set of code of ethics adopted from The Institute<br />
of Internal Auditors, US (IIA). IAD reports directly to the chairman of the AC on audit matters, and to the CEO on administrative<br />
matters. IAD has adopted the Standards for Professional Practice of Internal Auditing set by IIA and ensures staff<br />
competency through specialized training and exposure to major business and support areas.<br />
The AC reviews IAD’s reports on a quarterly basis. The AC also reviews and approves the annual IA plans and resources to<br />
ensure that IAD has the necessary resources to adequately perform its functions.<br />
Interested Person Transactions<br />
SPH has an internal policy in respect of any transactions with interested persons and has in place a process to review<br />
and approve any interested person transactions. For this financial year, there were no interested person transactions.<br />
• Identification. Workshops were conducted by external ERM consultants at both management and divisional levels,<br />
to communicate the risk management objectives and approach. Significant risks, in the broad areas of strategic,<br />
regulatory, operational, and financial were systematically identified, evaluated and prioritised based on consequence and<br />
likelihood of occurrence. Key stakeholders such as shareholders, partners, customers and employees were considered.<br />
• Treatment. Risk treatment plans were determined for the prioritised risks, with appropriate risk owners identified. Crossdivisional<br />
teams were formed to drive the implementation of the treatment plans.<br />
• Monitoring. The ERM Unit provides the EC, with six-monthly reports and updates on major risks faced by SPH, and<br />
progress of risk treatment plans. Any new risk of significance will be reported for review accordingly. The progress is<br />
reported to the Board.<br />
• Review. An annual review of the risks will be conducted to evaluate the risk profile, strategies and adequacy and<br />
effectiveness of the risk treatment plans.<br />
Nominating Committee (NC)<br />
The NC comprises five members, of whom four are independent non-executive directors.<br />
The NC’s principal functions are:<br />
1. To make recommendations to the Board on all board appointments;<br />
2. To be responsible for the re-nomination of Directors, having regard to the Director’s contribution and performance<br />
(e.g.attendance, preparedness, participation and candour) including, if applicable, as an independent director;<br />
3. To determine annually whether or not a Director is independent, bearing in mind the circumstances set forth in<br />
paragraph 2.1 of the Code of Corporate Governance, and any other salient factors;<br />
4. To decide whether or not a Director is able to and has been adequately carrying out his duties as Director of the Company;<br />
5. To assess the effectiveness of the Board as a whole, the contribution by each individual Director to the effectiveness<br />
of the Board and to decide how the Board’s performance may be evaluated.<br />
66 67
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
Remuneration Committee (RC)<br />
The RC comprises five Directors, all of whom are non-executive and independent directors. Members of the RC are<br />
knowledgeable in the field of executive compensation and have access to expert advice inside and/or outside the<br />
Company.<br />
The head of the Human Resources Division is secretary to the RC, whilst the Company Secretary is the administrator of the Group’s<br />
share option schemes.<br />
The RC’s principal responsibilities are:<br />
1. To recommend to the Board of Directors a framework of remuneration for the Board and key executives;<br />
2. To determine specific remuneration packages for each executive director and the CEO or executive of similar rank if<br />
the CEO is not an executive director;<br />
3. To recommend to the Board for endorsement the remuneration of the CEO;<br />
4. To consider and approve salary and bonus recommendations in respect of senior executives;<br />
5. To decide on all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,<br />
options, long term incentive schemes, including share schemes, and benefits in kind; and<br />
6. To administer the share option scheme(s) adopted by the Group and to decide on the allocations and grants of options to<br />
eligible participants under the share option scheme(s).<br />
The RC also reviews the succession plan of key executives of the Group, including the CEO.<br />
DISCLOSURE ON REMUNERATION<br />
Directors’ Remuneration<br />
The CEO’s remuneration package includes a variable bonus element which is performance-related, and also stock<br />
options which have been designed to align his interests with those of the shareholders. As an executive director, the CEO<br />
does not receive directors’ fees. Non-executive directors have no service contracts.<br />
Non-executive directors, including the Chairman, are paid Directors’ fees, subject to approval at the AGM. A breakdown,<br />
showing the level and mix of each individual Director’s remuneration payable for this financial year is as follows:<br />
Directors’ Base/Fixed Variable or Benefits<br />
Fees Salary Bonuses in Kind Total<br />
Name of Director (%) (%) (%) (%) (%)<br />
Executive Directors<br />
$750,000 to $999,999<br />
Chan Heng Loon Alan – 66.48% 29.58% 3.94% 100%<br />
Independent Directors<br />
Below $250,000<br />
Lim Chin Beng<br />
(Chairman) 92.23% – – 7.77% 100%<br />
Cham Tao Soon<br />
(appointed on 1.3.2004) 100% – – – 100%<br />
Willie Cheng Jue Hiang<br />
(appointed on 1.3.2004) 100% – – – 100%<br />
Cheong Choong Kong 100% – – – 100%<br />
Michael Y.O. Fam 100% – – – 100%<br />
Lee Ek Tieng 100% – – – 100%<br />
Ngiam Tong Dow 100% – – – 100%<br />
Philip Pillai<br />
(appointed on 5.12.2003) 100% – – – 100%<br />
Sum Soon Lim<br />
(appointed on 5.12.2003) 100% – – – 100%<br />
Tang I–Fang 100% – – – 100%<br />
Yeo Ning Hong 100% – – – 100%<br />
Lee Hee Seng<br />
(retired on 5.12.2003) 100% – – – 100%<br />
Wee Cho Yaw<br />
(retired on 5.12.2003) 100% – – – 100%<br />
68 69
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
Remuneration of Executives<br />
Remuneration of top five executives of the Company (excluding the CEO in above table) in each remuneration band<br />
for this financial year:<br />
COMMUNICATIONS WITH INVESTORS AND SHAREHOLDERS<br />
The Company holds analysts’ briefings of its half-year and full-year results and a media briefing of its full year results. The<br />
quarterly financial results are published through the MASNET, news releases and the Company’s corporate website.<br />
Remuneration Bands No. of Executives<br />
$1,000,000 to $1,249,999 1<br />
$750,000 to $999,999 –<br />
$500,000 to $749,999 1<br />
$250,000 to $499,999 3<br />
Total 5<br />
The Company adopts a remuneration policy for staff comprising a fixed component, a variable component and benefits<br />
in kind. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus<br />
that is linked to the Company’s and individual performance. The benefits in kind would include club and car benefits. The<br />
RC will approve the bonus for distribution to staff based on individual performance. Another element of the variable<br />
component is the grant of share options to staff under the share option scheme. This seeks to align the interests of staff<br />
with that of the shareholders.<br />
The remuneration of Directors and Executives shown in the above tables excludes value of stock options granted and income<br />
derived from stock options exercised during the financial year under the Company’s relevant share option schemes. Only<br />
executive directors may participate in the Company’s share option scheme. Non-executive directors are not eligible to do so<br />
under the scheme rules.<br />
The <strong>Singapore</strong> Financial Reporting Standard (FRS) 102 on Share-based Payment requires an entity to reflect in its profit<br />
or loss and financial position the effects of share-based transactions, including expenses associated with transactions in<br />
which share options are granted to employees. This standard will apply to the Group from the financial year beginning 1<br />
September 2005, whereby the value of stock options granted and income derived from stock options will be reflected in<br />
the Group’s financial statements and disclosures.<br />
The Company does not practise selective disclosure. Price-sensitive information is first publicly released, either before the<br />
Company meets with any group of investors or analysts or simultaneously with such meetings.<br />
The Company has an investor relations team which communicates with its investors on a regular basis and attends to<br />
their queries. Shareholders or any member of the public may also post any queries via email to our corporate email<br />
address, sphcorp@sph.com.sg, and these will be attended to by the corporate relations team in the Company. All<br />
shareholders of the Company receive the annual report and notice of AGM. The notice is also advertised in the<br />
newspapers. The annual report is also available on the Company’s corporate website, www.sph.com.sg.<br />
All Directors, including the Chairmen of the EC, AC, NC and RC and senior management are in attendance at the AGMs<br />
to allow shareholders the opportunity to air their views and ask Directors or management questions regarding the<br />
Company. The external auditors are also invited to attend the AGMs to assist the Directors to answer any queries relating<br />
to the conduct of the audit and the preparation and content of the auditors’ report.<br />
The Articles allow a shareholder to appoint one or two proxies to attend and vote instead of the shareholder. The Articles<br />
currently do not allow a shareholder to vote in absentia.<br />
The Company is in full support of shareholder participation at AGMs. For those who hold their shares through CPF nominees<br />
and who are not registered as shareholders of the Company, the Company welcomes them to attend the AGM as observers.<br />
CODE OF BUSINESS ETHICS<br />
The Group has adopted a Code of Business Ethics to regulate the standards and ethical conduct of its employees who are<br />
required to observe and maintain high standards of integrity.<br />
The Company does not employ any immediate family member of any Director or the CEO.<br />
DEALINGS IN SECURITIES<br />
The Group has adopted an internal code in conformity with the provisions of the Best Practices Guide in the <strong>Singapore</strong> Exchange<br />
Listing Manual to provide guidance to its Directors and key staff in relation to the dealings in the Company’s securities. In line<br />
70 71
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
CORPORATE GOVERNANCE REPORT (CONT’D)<br />
with the guidelines, Directors and key staff of the Group who have access to price-sensitive and confidential information<br />
are not permitted to deal in the Company’s securities during the periods commencing two weeks before the<br />
announcement of the Group’s first and third quarter financial results and one month before the announcement of the<br />
Group’s half year and full year financial results, and ending on the date of the announcement of such results respectively,<br />
or when they are in possession of unpublished price-sensitive information on the Group. A system of reporting of<br />
securities dealings by Directors to the Company Secretary and by key staff to the Head of Human Resources Division,<br />
has also been established to effectively monitor the dealings of these parties in the securities of the Company.<br />
DIRECTORS’ ATTENDANCE RECORD FOR BOARD AND BOARD COMMITTEE MEETINGS<br />
Executive Audit Nominating Remuneration<br />
Name Board Committee Committee Committee Committee<br />
Lim Chin Beng (Chairman) 6 out of 6 8 out of 8 – 3 out of 3 4 out of 4<br />
Cham Tao Soon (Dy Chairman)<br />
[appointed on 1.3.04] 3 out of 3 5 out of 5 – – –<br />
Chan Heng Loon Alan (CEO) 6 out of 6 8 out of 8 – 3 out of 3 –<br />
Willie Cheng<br />
[appointed on 1.3.04] 3 out of 3 – 2 out of 2 – –<br />
Cheong Choong Kong 5 out of 6 – 3 out of 4 – –<br />
Michael Y.O. Fam 6 out of 6 8 out of 8 – 3 out of 3 4 out of 4<br />
Lee Ek Tieng 6 out of 6 – 3 out of 4 1 out of 2≈ –<br />
Ngiam Tong Dow 6 out of 6 8 out of 8 1 out of 1 # 3 out of 3 4 out of 4<br />
Philip Pillai<br />
[appointed on 5.12.03] 5 out of 5 – – – 3 out of 3<br />
Sum Soon Lim<br />
[appointed on 5.12.03] 5 out of 5 – 3 out of 3 – –<br />
Tang I–Fang 6 out of 6 – 4 out of 4 – –<br />
Yeo Ning Hong 6 out of 6 – – – 4 out of 4<br />
Lee Hee Seng<br />
[up to 5.12.03] 1 out of 1 – – 1 out of 1 1 out of 1<br />
Wee Cho Yaw<br />
[up to 5.12.03] 1 out of 1 – – – –<br />
Lim Kim San<br />
(non–director member of ExCo) – 7 out of 8 – – –<br />
BOARD AND BOARD COMMITTEES MEMBERSHIP<br />
Main Executive Audit Nominating Remuneration<br />
Name of Director Board Committee Committee Committee Committee<br />
Independent<br />
Lim Chin Beng Chairman Chairman – Member Member<br />
Cham Tao Soon<br />
Deputy<br />
(appointed on 1.3.2004) Chairman Member – – –<br />
Willie Cheng Jue Hiang<br />
(appointed on 1.3.2004) Member – Member – –<br />
Cheong Choong Kong Member – Member – –<br />
Michael Y.O. Fam Member Member – Chairman Chairman<br />
Lee Ek Tieng Member – Member Member 1<br />
Ngiam Tong Dow Member Member Member 2 Member Member<br />
Philip Pillai<br />
(appointed on 5.12.2003) Member – – – Member<br />
Sum Soon Lim<br />
(appointed on 5.12.2003) Member – Member – –<br />
Tang I-Fang Member – Chairman – –<br />
Yeo Ning Hong Member – – – Member<br />
Lee Hee Seng<br />
(retired on 5.12.2003) Member – – Member Member<br />
Wee Cho Yaw<br />
(retired on 5.12.2003) Member – – – –<br />
Executive<br />
Chan Heng Loon Alan Member Member – Member 3 –<br />
Lim Kim San – Member 4 – – –<br />
Notes:<br />
1. Mr Lee Ek Tieng was appointed to the Nominating Committee on 5.12.2003.<br />
2. Mr Ngiam Tong Dow resigned from the Audit Committee on 5.12.2003.<br />
3. Mr Alan Chan Heng Loon will step down as a member of the Nominating Committee following the Annual General Meeting on 6 December 2004.<br />
4. Mr Lim Kim San is a non-director member of the Executive Committee.<br />
Notes:<br />
# Audit Committee<br />
Mr Ngiam Tong Dow resigned as member on 5.12.2003.<br />
≈ Nominating Committee<br />
Mr Lee Ek Tieng appointed as member on 5.12.2003.<br />
72 73
T H E E N D G A M E<br />
“There are many moves but only<br />
one checkmate.”<br />
– Russian proverb.
FINANCIAL REVIEW<br />
GROUP SIMPLIFIED FINANCIAL POSITION<br />
2004 2003 2002 2001 2000<br />
S$’000 S$’000 S$’000 S$’000 S$’000<br />
Assets<br />
Property, plant and equipment 565,531 633,856 670,186 576,408 460,507<br />
Investment properties 1,045,852 1,039,754 1,059,538 1,089,438 863,156<br />
Investments 648,982 * 1,185,020 1,062,190 991,099 1,192,895<br />
Cash and deposits 192,621 * 328,176 387,528 554,338 701,952<br />
Trade debtors 86,435 85,352 92,484 117,948 138,004<br />
Stocks 32,278 54,763 47,045 59,126 45,118<br />
Other assets 20,181 41,324 33,698 33,667 28,336<br />
Total 2,591,880 3,368,245 3,352,669 3,422,024 3,429,968<br />
S$M<br />
850<br />
825<br />
800<br />
775<br />
750<br />
725<br />
FINANCIAL REVIEW (CONT’D)<br />
Segmental Operating Revenue<br />
Newspapers & Magazines<br />
Shareholders’ Interests<br />
700<br />
76<br />
Capital and reserves 1,479,119 * 2,247,736 2,241,538 2,289,931 2,414,126<br />
Liabilities<br />
Borrowings<br />
Current 81,000 52,900 25,000 183,500 –<br />
Non–current 683,000 740,000 770,000 550,000 568,587<br />
Trade creditors 64,860 58,049 59,526 40,367 66,254<br />
Taxation<br />
Current 81,112 68,712 51,204 92,820 142,798<br />
Deferred 72,126 85,199 83,287 73,226 52,900<br />
Other liabilities 130,663 115,649 122,114 192,180 185,303<br />
Total 2,591,880 3,368,245 3,352,669 3,422,024 3,429,968<br />
* Decrease in capital and reserves due to the Capital Reduction Exercise which took place during the financial year. Consequently, proceeds from the sale of investments and<br />
fixed deposits have been utilised to finance the Capital Reduction Exercise.<br />
0<br />
S$M<br />
85<br />
80<br />
75<br />
70<br />
65<br />
60<br />
55<br />
50<br />
45<br />
40<br />
0<br />
S$M<br />
85<br />
80<br />
75<br />
70<br />
65<br />
60<br />
55<br />
50<br />
45<br />
40<br />
0<br />
2002<br />
2002<br />
2002<br />
2003<br />
Property<br />
2003<br />
Broadcasting & Multimedia<br />
2003<br />
2004<br />
2004<br />
2004<br />
Year<br />
Year<br />
Year<br />
77
FINANCIAL REVIEW (CONT’D)<br />
FINANCIAL REVIEW (CONT’D)<br />
After-Tax Profit<br />
Operating Margin and Return on Operating Revenue<br />
S$’M 600<br />
% 70<br />
550<br />
500<br />
60<br />
450<br />
400<br />
50<br />
350<br />
40<br />
300<br />
250<br />
30<br />
200<br />
150<br />
20<br />
100<br />
10<br />
50<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />
Year<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
1998 1999 2000 2001 2002 2003 2004<br />
Year<br />
Operating Margin<br />
Return on Operating Revenue<br />
Earnings Per Share #<br />
Return on Shareholders’ Funds and Return on Assets<br />
S$ 0.40<br />
% 40<br />
0.35<br />
35<br />
0.30<br />
30<br />
0.25<br />
25<br />
0.20<br />
20<br />
0.15<br />
15<br />
0.10<br />
10<br />
0.05<br />
5<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
1998 1999 2000 2001 2002 2003 2004<br />
Year<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997<br />
1998 1999 2000 2001 2002 2003 2004<br />
Year<br />
# Adjusted for bonus issues in FY 1993, FY 1995 and FY 1998, capital reduction in FY 1999, capital reduction and share split in FY 2004.<br />
Return on Shareholders’ Funds<br />
Return on Assets<br />
78<br />
79
FINANCIAL REVIEW (CONT’D)<br />
FINANCIAL REVIEW (CONT’D)<br />
Revenue Composition<br />
S$ 0.40<br />
Gross Dividend per Share #<br />
0.35<br />
20%<br />
20%<br />
0.30<br />
0.25<br />
68%<br />
8%<br />
4%<br />
70%<br />
6%<br />
4%<br />
0.20<br />
0.15<br />
0.10<br />
0.05<br />
FY2004<br />
FY2003<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995* 1996 1997 1998 1999 2000* 2001 2002* 2003* 2004*<br />
Year<br />
Advertisements FY 2004 FY 2003<br />
– Display 40% 40%<br />
– Classified,Recruit & Notices 23% 24%<br />
– Magazines 1% 1%<br />
– Broadcasting & Multimedia 4% 5%<br />
Circulation<br />
Rental & Services<br />
Others<br />
* Adjusted for bonus issues in FY 1993, FY 1995 and FY 1998, capital reduction in FY 1999 and capital reduction and share split in FY 2004.<br />
Net Dividend<br />
S$’M<br />
500<br />
450<br />
Cost Composition<br />
400<br />
8%<br />
8%<br />
350<br />
300<br />
39%<br />
19%<br />
38%<br />
21%<br />
250<br />
4%<br />
4%<br />
200<br />
150<br />
30%<br />
29%<br />
100<br />
50<br />
FY2004<br />
Materials, Consumables & Broadcasting Costs<br />
Staff Costs<br />
FY2003<br />
Other Operating Expenses<br />
Finance Costs<br />
0<br />
1988 1989 1990 1991 1992 1993 1994 1995* 1996 1997 1998 1999 2000* 2001 2002* 2003* 2004*<br />
Year<br />
* Included special gross dividends of 20 cents per S$1 share in FY 1995, 80 cents per S$1 share in FY 2000, 30 cents per S$1 share in FY 2002, 60 cents per<br />
S$1 share in FY 2003 and 11.25 cents per 20 cents share in FY 2004.<br />
80<br />
Depreciation<br />
81
FINANCIAL REVIEW (CONT’D)<br />
VALUE ADDED STATEMENT<br />
FINANCIAL REVIEW (CONT’D)<br />
GROUP HALF-YEARLY RESULTS<br />
2004 2003<br />
S$’000 S$’000<br />
Sale of goods and services 970,075 897,816<br />
Purchase of materials and services (293,953) (276,561)<br />
Value added from operations 676,122 621,255<br />
Non-production income and expenses:<br />
Foreign exchange differences 602 639<br />
Loss on disposal of fixed assets (305) (403)<br />
Provision for doubtful trade debts (1,644) (2,118)<br />
Bad trade debts recovered 144 202<br />
Investment income 258,017 39,584<br />
Share of net (losses)/profits of associates (249) 10,990<br />
Exceptional items 28,677 121,760<br />
Total value added 961,364 791,909<br />
2004 2003<br />
1st Half 2nd Half Full Year 1st Half 2nd Half Full Year<br />
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000<br />
Operating revenue 468,418 501,657 970,075 457,695 440,121 897,816<br />
Profit from operations 175,548 162,401 337,949 146,628 144,268 290,896<br />
Profit before exceptional items 201,417 370,097 571,514 166,530 150,614 317,144<br />
Profit before taxation 201,417 398,774 600,191 302,323 136,581 438,904<br />
Profit attributable to shareholders 173,024 373,258 546,282 273,472 105,264 378,736<br />
Earnings per S$0.20 share (S$)* 0.09 0.22 0.31 0.15 0.05 0.20<br />
* Comparatives for FY 2003 were adjusted for Share Split Exercise completed in FY 2004.<br />
Distribution:<br />
Employees’ wages, provident fund contributions<br />
and other benefits 271,357 249,494<br />
Corporate and other taxes 62,776 63,472<br />
Interest paid 24,203 24,326<br />
Donation and sponsorship* 4,276 21,128<br />
Directors’ fees 790 702<br />
Net dividends to shareholders 290,992 375,058<br />
Total distributed 654,394 734,180<br />
Retained in the business:<br />
Depreciation 51,685 53,652<br />
Minority interests (5) 399<br />
Retained earnings 255,290 3,678<br />
961,364 791,909<br />
Productivity ratios: S$ S$<br />
Value added per employee 189,708 167,229<br />
Value added per $ employment costs 2.49 2.49<br />
Value added per $ investment in fixed assets (before depreciation) 0.63 0.68<br />
Value added per $ operating revenue 0.70 0.69<br />
* Last year included a S$20 million donation to the <strong>Press</strong> Foundation of <strong>Singapore</strong>.<br />
82<br />
83
T H E P I E C E S<br />
O N T H E B O A R D<br />
“Tactics flow from a<br />
superior position.”<br />
– Bobby Fischer (b.1943).
88<br />
DIRECTORS’ REPORT<br />
94<br />
STATEMENT BY DIRECTORS<br />
95<br />
AUDITORS’ REPORT<br />
96<br />
AUDITED FINANCIAL STATEMENTS<br />
96<br />
BALANCE SHEETS<br />
97<br />
CONSOLIDATED INCOME STATEMENT<br />
98<br />
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY<br />
FINANCIAL<br />
REPORT AND MISCELLANEOUS<br />
99<br />
CONSOLIDATED CASH FLOW STATEMENT<br />
102<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
144<br />
SHAREHOLDING STATISTICS<br />
149<br />
OVERSEAS BUREAUS<br />
152<br />
PROPERTIES OF THE GROUP<br />
153<br />
CORPORATE INFORMATION<br />
FINANCIAL CALENDAR<br />
154<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
160<br />
PROXY FORM
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
The Directors present their report together with the audited financial statements of the Group and balance sheet of the Company for the year<br />
ended August 31, 2004.<br />
Direct Interests<br />
Deemed Interests<br />
Sept 1, Aug 31, Sept 21, Sept 1, Aug 31, Sept 21,<br />
2003 # 2004^ 2004^ 2003 # 2004^ 2004^<br />
Directors<br />
1. The Directors in office at the date of this report are:<br />
Lim Chin Beng<br />
Cham Tao Soon*<br />
Chan Heng Loon Alan<br />
Willie Cheng Jue Hiang*<br />
Cheong Choong Kong<br />
Michael Fam Yue Onn<br />
Lee Ek Tieng<br />
Ngiam Tong Dow<br />
Philip N Pillai #<br />
Sum Soon Lim #<br />
Tang I-Fang<br />
Yeo Ning Hong<br />
* Appointed on March 1, 2004<br />
# Appointed on December 5, 2003<br />
Arrangements to enable Directors to acquire Benefits<br />
2. Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable the<br />
Directors of the Company to acquire benefits through the acquisition of shares in or debentures of the Company or any other body<br />
corporate, except as disclosed under ‘Share Options in the Company’ in paragraphs 7 and 8.<br />
Directors’ Interests in Shares<br />
3. The Directors holding office as at August 31, 2004 who had interests in shares and options in the Company and its subsidiaries as<br />
recorded in the register of Directors’ shareholdings were as follows:<br />
The Company<br />
Management Shares<br />
Lim Chin Beng 1 4 4 – – –<br />
Cham Tao Soon 1 4 4 – – –<br />
Chan Heng Loon Alan 2 4 4 – – –<br />
Willie Cheng Jue Hiang 1 4 4 – – –<br />
Cheong Choong Kong 1 4 4 – – –<br />
Michael Fam Yue Onn 1 4 4 – – –<br />
Lee Ek Tieng 1 4 4 – – –<br />
Ngiam Tong Dow 1 4 4 – – –<br />
Philip N Pillai 1 4 4 – – –<br />
Sum Soon Lim 1 4 4 – – –<br />
Tang I–Fang 1 4 4 – – –<br />
Yeo Ning Hong 1 4 4 – – –<br />
Ordinary Shares<br />
Cham Tao Soon – – – 2,396 10,183 10,183<br />
Willie Cheng Jue Hiang 2,000 8,500 8,500 3,000 12,750 12,750<br />
Cheong Choong Kong 8,000 34,000 34,000 1,000 8,500 8,500<br />
Michael Fam Yue Onn 50,000 212,500 212,500 – – –<br />
Philip N Pillai 4,000 17,000 17,000 – – –<br />
Yeo Ning Hong 7,920 33,660 33,660 12,870 54,697 54,697<br />
Options for Ordinary Shares<br />
Chan Heng Loon Alan 50,000 850,000 850,000 – – –<br />
# Or later date of appointment. Relates to Ordinary and Management Shares of S$1 each and Options to subscribe for Ordinary Shares of S$1 each.<br />
^ Relates to subdivided Ordinary and Management Shares of S$0.20 each and Options to subscribe for Ordinary Shares of S$0.20 each, arising from the Share Split and Capital<br />
Reduction Exercises completed on June 24, 2004. Details of the Share Split and Capital Reduction Exercises are disclosed under 'Share Split and Capital Reduction' in paragraph 6.<br />
Full detailed information regarding directors' shareholdings can be obtained in accordance with Sections 164(8) and (9) of the Companies<br />
Act, Chapter 50.<br />
88<br />
89
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
Directors’ Contractual Benefits<br />
4. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit under a contract which<br />
is required to be disclosed by Section 201(8) of the Companies Act, Chapter 50.<br />
Material Contracts<br />
5. There are no material contracts of the Group and of the Company involving the interests of the Chief Executive Officer, each<br />
director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since<br />
the end of the previous financial year.<br />
Share Split and Capital Reduction<br />
6. (a) At the extraordinary general meeting of the Company held on May 7, 2004, shareholders approved the Share Split and Capital<br />
Reduction Exercises of the issued share capital of the Company in the following sequence:<br />
(i) Subdivision of each share of S$1 in the capital of the Company into five shares of S$0.20 each, and<br />
(ii) A capital reduction of approximately 15% of the issued share capital of the Company held by shareholders in proportion<br />
to their shareholding in the Company, and making a cash distribution to the shareholders of S$3.82 for each subdivided<br />
share cancelled.<br />
(b) The Share Split and Capital Reduction Exercises were completed on June 24, 2004. Immediately after the Share Split Exercise,<br />
the number of subdivided ordinary and management shares in issue was 1,842,496,340 and 18,838,830 respectively.<br />
(c) Arising from the Capital Reduction Exercise, the number of subdivided ordinary and management shares in issue was reduced by<br />
276,375,844 and 2,825,831 respectively. The issued share capital of the Company, immediately after the Capital Reduction<br />
Exercise, comprised 1,566,120,496 subdivided ordinary shares and 16,012,999 subdivided management shares.<br />
Share Options in the Company<br />
<strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group Executives’ Share Option Scheme (“1990 Scheme”)<br />
7. (a) The 1990 Scheme was approved by shareholders on December 28, 1990 and modified pursuant to ordinary resolutions passed<br />
by shareholders at Extraordinary General Meetings held on January 7, 1995, January 6, 1996 and July 16, 1999 respectively.<br />
(b) (i) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.<br />
(ii) The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any<br />
share issue of any other company.<br />
(c) The 1990 Scheme was replaced by the 1999 Scheme on July 16, 1999, and since then, no options have been granted under the<br />
1990 Scheme.<br />
(d) Under the 1990 Scheme, no more options remain outstanding as at August 31, 2004.<br />
<strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group (1999) Share Option Scheme (“1999 Scheme”)<br />
8. (a) The 1999 Scheme was approved by shareholders at an Extraordinary General Meeting held on July 16, 1999 to replace the<br />
1990 Scheme.<br />
(b) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.<br />
(c) During the financial year, options were granted for a total of 3,556,000 ordinary shares of S$1 each, details of which are as follows:<br />
(i) Categories of persons to whom options were granted:<br />
Total No. of<br />
Ordinary Shares<br />
of S$1 each<br />
Category No. of Persons under Options granted<br />
Executive Director 1 150,000<br />
Employee 1,512 3,391,500<br />
Associate 1 14,500<br />
1,514 3,556,000<br />
90<br />
91
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
DIRECTORS’ REPORT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
(ii) The expiry date of these options is disclosed in Note 3 to the financial statements, provided that they have not been<br />
subsequently cancelled.<br />
(iii) The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any share<br />
issue of any other company.<br />
(d) The aggregate number of options granted since the commencement of the 1999 Scheme on July 16, 1999 to August 31, 2004 is<br />
16,273,400 options to subscribe for ordinary shares of S$1 each, equivalent to 69,161,950 options to subscribe for subdivided<br />
ordinary shares of S$0.20 each.<br />
9. The unissued ordinary shares of the Company under option at the end of the financial year pursuant to the 1999 Scheme are set out<br />
in Note 3 to the financial statements.<br />
Share Options in Subsidiaries<br />
SPH MediaWorks Pre-IPO Share Option Scheme (“MediaWorks Pre-IPO Scheme”)<br />
10. (a) The MediaWorks Pre-IPO Scheme was approved on February 12, 2001.<br />
(b) (i) Details of options granted previously have been disclosed in the Directors’ Reports for the respective years.<br />
(ii) The persons to whom the options have been granted do not have the right to participate, by virtue of the options, in any share<br />
issue of any other company.<br />
(c) No options were granted during the financial year under the MediaWorks Pre-IPO Scheme.<br />
Other Subsidiaries<br />
13. No option to take up unissued shares of other subsidiaries has been granted during the financial year.<br />
14. No shares of other subsidiaries have been issued during the financial year by virtue of the exercise of options to take up unissued shares.<br />
15. At the end of the financial year, there were no unissued shares of other subsidiaries under option.<br />
Audit Committee<br />
16. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act, Chapter 50, and the<br />
<strong>Singapore</strong> Exchange Listing Manual.<br />
Its functions include reviewing the audit plans and audit reports of the internal and external auditors, the auditors’ evaluation of the<br />
internal accounting controls, and the scope and adequacy of the internal audit function; reviewing the balance sheet of the Company<br />
and financial statements of the Group before submitting them to the Board for approval; reviewing any interested person transaction;<br />
and reviewing the independence, objectivity and cost effectiveness of the external auditors and the nature and extent of non-audit<br />
services supplied by them.<br />
It also recommends to the Board the appointment of external auditors, serves as a channel of communications between the Board and<br />
the auditors, and performs such other functions as may be agreed by the Audit Committee and the Board.<br />
On behalf of the Directors<br />
(d) The aggregate number of options granted since the commencement of the MediaWorks Pre-IPO Scheme on February 12, 2001 to<br />
August 31, 2004 is 65,026,000.<br />
11. No shares of SPH MediaWorks Ltd have been issued during the financial year by virtue of the exercise of options to take up unissued<br />
shares.<br />
12. At the end of the financial year, unissued ordinary shares of SPH MediaWorks Ltd under option pursuant to the MediaWorks Pre-IPO<br />
Scheme were as follows:<br />
Date of Expiry Exercise Balance Options Options Balance<br />
Grant Date Price 1.9.03 Exercised Cancelled 31.8.04<br />
Feb 23, * S$0.10 29,050,000 – (3,610,000) 25,440,000<br />
2001<br />
Lim Chin Beng<br />
Chairman<br />
<strong>Singapore</strong>,<br />
October 11, 2004<br />
Michael Fam Yue Onn<br />
Director<br />
* February 23, 2011 or the fifth anniversary of the Listing Date, whichever is earlier.<br />
92<br />
93
STATEMENT BY DIRECTORS<br />
AUDITORS' REPORT<br />
TO THE MEMBERS OF SINGAPORE PRESS HOLDINGS LIMITED<br />
In the opinion of the Directors,<br />
(a) the balance sheet of the Company and the financial statements of the Group for the year ended August 31, 2004 are drawn up<br />
so as to exhibit a true and fair view of:<br />
(i) the results of the business, changes in shareholders’ equity and cash flows of the Group; and<br />
(ii) the state of affairs of the Group and of the Company.<br />
(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<br />
when they fall due.<br />
On behalf of the Directors<br />
We have audited the balance sheet of <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Limited and the consolidated financial statements of the Group for the<br />
financial year ended August 31, 2004 set out on pages 96 to 143. These financial statements are the responsibility of the Company’s directors.<br />
Our responsibility is to express an opinion on these financial statements based on our audit.<br />
We conducted our audit in accordance with <strong>Singapore</strong> Standards on Auditing. Those Standards require that we plan and perform our audit<br />
to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test<br />
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting<br />
principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We<br />
believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion,<br />
(a) the accompanying balance sheet of the Company and the consolidated financial statements of the Group are properly drawn up in<br />
accordance with the provisions of the <strong>Singapore</strong> Companies Act, Cap 50 (“the Act”) and <strong>Singapore</strong> Financial Reporting Standards so<br />
as to give a true and fair view of the state of affairs of the Company and of the Group as at August 31, 2004 and the results, changes<br />
in equity and cash flows of the Group for the financial year ended on that date; and<br />
Lim Chin Beng<br />
Chairman<br />
Michael Fam Yue Onn<br />
Director<br />
(b)<br />
the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in <strong>Singapore</strong><br />
of which we are the auditors have been properly kept in accordance with the provisions of the Act.<br />
<strong>Singapore</strong>,<br />
October 11, 2004<br />
PricewaterhouseCoopers<br />
Certified Public Accountants<br />
<strong>Singapore</strong>,<br />
October 11, 2004<br />
94<br />
95
AUDITED FINANCIAL STATEMENTS<br />
BALANCE SHEETS AS AT AUGUST 31, 2004<br />
GROUP<br />
COMPANY<br />
Note 2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
CAPITAL EMPLOYED<br />
Share capital 3 316,527 369,557 316,527 369,557<br />
Share premium 62,319 27,301 62,319 27,301<br />
Capital redemption reserve 4,509 4,509 4,509 4,509<br />
Capital reserve 4 2,005 2,005 – –<br />
Retained profit 1,093,755 1,843,587 883,559 1,776,944<br />
1,479,115 2,246,959 1,266,914 2,178,311<br />
Exchange translation difference 4 777 – –<br />
Shareholders’ interests 1,479,119 2,247,736 1,266,914 2,178,311<br />
Minority interests 518 1,108 – –<br />
1,479,637 2,248,844 1,266,914 2,178,311<br />
Non–current liabilities<br />
Deferred taxation 5a 72,126 85,199 59,210 69,539<br />
Borrowings 6 683,000 740,000 – –<br />
2,234,763 3,074,043 1,326,124 2,247,850<br />
EMPLOYMENT OF CAPITAL<br />
Property, plant and equipment 7 565,531 633,856 342,668 365,671<br />
Investment property 8 1,045,852 1,039,754 – –<br />
Interests in subsidiaries 9 – – 1,009,749 1,827,554<br />
Interests in associates 10 928 186 – –<br />
Long–term investments 11 174,415 269,224 36,002 36,002<br />
Other non–current assets 12 5,051 4,916 4,900 4,781<br />
Current assets<br />
Stocks 13 32,278 54,763 23,208 37,268<br />
Prepaid content rights 14 – 22,227 – –<br />
Trade debtors 15 86,435 85,352 76,634 76,930<br />
Other debtors and prepayments 16 15,130 14,181 5,904 4,546<br />
Short–term investments 17 473,639 915,610 – –<br />
Cash on deposit 166,093 297,020 8,222 41,493<br />
Cash and bank balances 26,528 31,156 19,699 20,595<br />
800,103 1,420,309 133,667 180,832<br />
CONSOLIDATED INCOME STATEMENT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
GROUP<br />
Note 2004 2003<br />
S$’000 S$’000<br />
Operating revenue 21<br />
Newspaper and magazine 833,202 789,382<br />
Broadcasting and multimedia 54,301 55,734<br />
Property 82,572 52,700<br />
970,075 897,816<br />
Other operating income 11,353 8,816<br />
981,428 906,632<br />
Materials, consumables & broadcasting costs (202,596) (185,989)<br />
Staff costs 22 (262,369) (240,758)<br />
Depreciation 7 (51,685) (53,652)<br />
Other operating expenses (126,829) (135,337)<br />
Profit from operations 23 337,949 290,896<br />
Finance costs 24 (24,203) (24,326)<br />
Net income from investments 25 258,017 39,584<br />
Share of net (losses)/profits of associates (249) 10,990<br />
Profit before exceptional items 571,514 317,144<br />
Exceptional items 26 28,677 121,760<br />
Profit before taxation 600,191 438,904<br />
Taxation 5c (53,914) (59,769)<br />
Profit after taxation 546,277 379,135<br />
Minority interests 5 (399)<br />
Profit attributable to shareholders 546,282 378,736<br />
Earnings per S$0.20 share (S$)<br />
Before exceptional items – Basic 28 0.29 0.14<br />
– Diluted 0.29 0.14<br />
After exceptional items – Basic 0.31 0.20<br />
– Diluted 0.31 0.20<br />
Current liabilities<br />
Trade creditors 64,860 58,049 34,784 32,206<br />
Other creditors and accrued liabilities 18 130,145 114,541 106,670 80,901<br />
Borrowings 6 81,000 52,900 – –<br />
Current taxation 5b 81,112 68,712 59,408 53,883<br />
357,117 294,202 200,862 166,990<br />
96<br />
Net current assets/ (liabilities) 442,986 1,126,107 (67,195) 13,842<br />
2,234,763 3,074,043 1,326,124 2,247,850<br />
The accompanying notes form part of these financial statements.<br />
The accompanying notes form part of these financial statements.<br />
97
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
CONSOLIDATED CASH FLOW STATEMENT<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
GROUP<br />
Capital<br />
Exchange<br />
Share Share Redemption Capital Retained Translation<br />
Capital Premium Reserve Reserve Profit Difference Total<br />
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Balance as at<br />
September 1, 2003 369,557 27,301 4,509 2,005 1,843,587 777 2,247,736<br />
Exchange translation difference – – – – – (773) (773)<br />
Gains not recognised in<br />
the income statement – – – – – (773) (773)<br />
Profit for the financial year – – – – 546,282 – 546,282<br />
Issue of shares (Note 3) 2,810 – – – – – 2,810<br />
Premium on issue of shares – 40,602 – – – – 40,602<br />
Capital reduction (Note 3) # (55,840) (5,584) – – (1,005,122) – (1,066,546)<br />
Dividends (Note 27) – – – – (290,992) – (290,992)<br />
Balance as at August 31, 2004 316,527 62,319 4,509 2,005 1,093,755 4 1,479,119<br />
Balance as at<br />
September 1, 2002 369,697 15,374 3,459 2,005 1,857,878 (6,875) 2,241,538<br />
Exchange translation difference – – – – – 7,652 7,652<br />
Gains not recognised in<br />
the income statement – – – – – 7,652 7,652<br />
Profit for the financial year – – – – 378,736 – 378,736<br />
Issue of shares (Note 3) 910 – – – – – 910<br />
Premium on issue of shares – 11,927 – – – – 11,927<br />
Share buy back (Note 3) (1,050) – 1,050 – (17,969) – (17,969)<br />
Dividends (Note 27) – – – – (375,058) – (375,058)<br />
Balance as at August 31, 2003 369,557 27,301 4,509 2,005 1,843,587 777 2,247,736<br />
Profit before taxation 600,191 438,904<br />
Adjustments for:<br />
Depreciation 51,685 53,652<br />
Loss on disposal of property, plant and equipment 305 403<br />
Finance costs 24,203 24,326<br />
Investment income (258,017) (39,584)<br />
Share of net losses/(profits) of associates 249 (10,990)<br />
Exceptional items (28,677) (121,760)<br />
Operating cash flow before working capital changes 389,939 344,951<br />
Changes in working capital:<br />
Stocks 7,750 (7,718)<br />
Prepaid content rights (2,927) (7,952)<br />
Debtors 1,258 7,098<br />
Creditors 22,307 (8,341)<br />
418,327 328,038<br />
Income tax paid (54,587) (40,349)<br />
Dividends paid (290,992) (375,058)<br />
Dividends paid (net) by a subsidiary to a minority shareholder (108) –<br />
72,640 (87,369)<br />
(Increase)/Decrease in non–current assets (135) 94<br />
Net cash from/(used in) operating activities 72,505 (87,275)<br />
# The Capital Reduction Exercise was completed on June 24, 2004 with 276.4 million ordinary shares of S$0.20 each and 2.8 million management shares of S$0.20 each<br />
cancelled. The shareholders received S$3.82 for every ordinary/management share of S$0.20 each cancelled. Arising from the Capital Reduction Exercise, a total of S$1,066.5<br />
million was distributed to the shareholders of the Company. The Exercise resulted in the reduction of the share capital, share premium and retained profit of the Company<br />
by S$55.8 million, S$5.6 million and S$1,005.1 million respectively.<br />
98<br />
The accompanying notes form part of these financial statements.<br />
99
CONSOLIDATED CASH FLOW STATEMENT (CONT’D)<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
CONSOLIDATED CASH FLOW STATEMENT (CONT’D)<br />
FOR THE YEAR ENDED AUGUST 31, 2004<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Purchase of property, plant and equipment (33,109) (26,984)<br />
Proceeds on disposal of property, plant and equipment 118,705 184<br />
Additions to investment property (6,098) (30,216)<br />
Acquisition of interests in associates and subsidiaries (4,794) (1,540)<br />
Amounts owing to associates 19 9<br />
Loan to associate – (350)<br />
Partial disposal of interests in an associate – 277,079<br />
Proceeds on completion of liquidation of subsidiaries<br />
and an associate – 1,794<br />
Purchase of long–term investments (5,089) (1,908)<br />
Proceeds on disposal/redemption of long–term investments 105,205 21,954<br />
Purchase of short–term investments (532,310) (705,564)<br />
Proceeds on disposal of short–term investments 1,021,045 569,449<br />
Net increase in funds under management (32,806) (100,103)<br />
Investment income 258,017 49,534<br />
888,785 53,338<br />
Add/(Less): Items not involving movement of funds<br />
Provision for diminution in value of internally–managed investments 4,090 18,552<br />
Profit on sale of internally–managed investments (25,025) (13,625)<br />
Exchange translation gain (773) –<br />
Accretion of discount on bonds (21) (57)<br />
Amortisation of premium on bonds 1,121 1,273<br />
Net cash from investing activities 868,177 59,481<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Capital reduction (1,066,546) –<br />
Proceeds on issue of shares by Company 43,412 12,837<br />
Share buy back – (17,969)<br />
Repayment of bank loans (65,400) (6,500)<br />
Proceeds from bank loans 36,500 4,400<br />
Finance costs (24,203) (24,326)<br />
Net cash used in financing activities (1,076,237) (31,558)<br />
Net decrease in cash and cash equivalents (135,555) (59,352)<br />
Cash and cash equivalents at beginning of year 328,176 387,528<br />
Cash and cash equivalents at end of year [Note (a)] 192,621 328,176<br />
(a)<br />
Cash and Cash Equivalents at the end of the year comprised:<br />
Cash on deposit* 166,093 297,020<br />
Cash and bank balances 26,528 31,156<br />
192,621 328,176<br />
* The fixed deposits with financial institutions mature on varying dates within 6 months (2003: 6 months) from the financial year end. The interest rates of these deposits as at August<br />
31, 2004 range between 0.57% to 1.63% (2003: 0.15% to 2.06%).<br />
100<br />
The accompanying notes form part of these financial statements.<br />
101
NOTES TO THE FINANCIAL STATEMENTS<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
These notes form an integral part of and should be read in conjunction with the financial statements.<br />
1. General<br />
The Company is incorporated and domiciled in <strong>Singapore</strong>.<br />
The principal activities of the Group consist of:<br />
(a) publishing, printing and distributing newspapers,<br />
(b) publishing and distributing magazines,<br />
(c) providing broadcasting and multimedia services,<br />
(d) holding investments, and<br />
(e) holding and managing properties.<br />
The principal activities of the Company consist of:<br />
(a) publishing, printing and distributing newspapers,<br />
(b) distributing magazines,<br />
(c) providing multimedia content and services,<br />
(d) holding shares in subsidiaries,<br />
(e) holding investments, and<br />
(f) providing management services to subsidiaries.<br />
2. Significant Accounting Policies<br />
(a) Effect of changes in <strong>Singapore</strong> Companies Legislation<br />
Pursuant to the <strong>Singapore</strong> Companies (Amendment) Act 2002, with effect from financial year commencing on or after January 1, 2003,<br />
<strong>Singapore</strong>-incorporated companies are required to prepare and present their statutory accounts in accordance with the <strong>Singapore</strong><br />
Financial Reporting Standards ("FRS"). Hence, these financial statements, including the comparative figures, have been prepared in<br />
accordance with FRS.<br />
Previously, the Company and the Group prepared their statutory accounts in accordance with <strong>Singapore</strong> Statements of Accounting<br />
Standard. The adoption of FRS does not have material impact on the accounting policies and figures presented in the statutory<br />
accounts for financial year ended August 31, 2003.<br />
(b) Basis of Preparation<br />
The financial statements are prepared in accordance with the historical cost convention.<br />
(c) Basis of Consolidation<br />
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of<br />
the financial year. The results of subsidiaries acquired or disposed of during the year are included in or excluded from the consolidated<br />
income statement from the date of their acquisition or disposal. Inter-company balances and transactions are eliminated on consolidation<br />
and the consolidated financial statements reflect external transactions only.<br />
(d) Foreign currency translation<br />
(i) Measurement currency<br />
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the<br />
economic substance of the underlying events and circumstances relevant to the entity (“the measurement currency”). The<br />
consolidated financial statements of the Group and balance sheet of the Company are presented in <strong>Singapore</strong> Dollars, which is the<br />
measurement currency of the Company.<br />
(ii) Transactions and balances<br />
Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing at the date of<br />
transactions. Any foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the<br />
income statement.<br />
Foreign currency monetary assets and liabilities are translated into <strong>Singapore</strong> dollars at the rates of exchange prevailing at the<br />
balance sheet date. Exchange differences arising are taken to the income statement.<br />
(iii) Group companies<br />
In respect of foreign entities whose operations are not an integral part of the Company’s operations, the balance sheets are<br />
translated into <strong>Singapore</strong> dollars at the exchange rates prevailing at the balance sheet date, and the results are translated using<br />
the average monthly exchange rates for the financial year. The exchange differences arising on translation are taken directly to<br />
the exchange translation difference account, which is reported as a separate component of shareholders’ interests. On disposal,<br />
accumulated translation differences are recognised in the consolidated income statement as part of the gain or loss on sale.<br />
In respect of foreign entities whose operations are integral to those of the Company, all monetary assets and liabilities are<br />
translated into <strong>Singapore</strong> dollars at the exchange rates prevailing at the balance sheet date. All non-monetary assets and<br />
liabilities are recorded at the exchange rates when the relevant transactions occurred, and the results are translated using<br />
the average monthly exchange rates for the financial year. The exchange differences arising are taken to the consolidated<br />
income statement.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as non-monetary foreign currency<br />
assets and liabilities of the acquirer and recorded at the exchange rate at the date of the transaction.<br />
(e) Goodwill on Consolidation<br />
Goodwill on consolidation, representing the difference between the cost of acquisition of a subsidiary or an associate over the fair<br />
value of net identifiable assets acquired, is amortised on a straight-line basis in the consolidated income statement over its economic<br />
useful life up to a maximum of 20 financial years. Goodwill assessed as having no continuing economic value is written off to the<br />
consolidated income statement.<br />
(f) Deferred Taxation<br />
Deferred tax liabilities are provided in full, using the liability method, on temporary differences arising between the tax bases of<br />
assets and liabilities and their carrying amounts in the financial statements. Tax rates enacted or substantively enacted by the<br />
balance sheet date are used to determine deferred income tax.<br />
102<br />
103
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the<br />
temporary differences can be utilised.<br />
(g) Property, Plant and Equipment and Depreciation<br />
(i) Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.<br />
(ii) Depreciation is calculated to write off the cost on a straight-line basis over the expected useful lives of the assets. The estimated<br />
useful lives for this purpose are:<br />
adjusted for amortisation of premium and accretion of discount and diminution in value. Where cost of these investments exceeds<br />
realisable value, provision is made for diminution in value which is other than temporary, determined on an individual basis.<br />
Short-term investments are stated at the lower of cost and realisable value on an individual basis.<br />
Dividend income from investments other than subsidiaries is recognised on a cash basis and interest income on an accrual basis.<br />
Dividend income from subsidiaries is recognised in the accounting period in which it is declared.<br />
Freehold buildings<br />
Leasehold land and buildings<br />
Plant and equipment<br />
Furniture and fittings<br />
Motor vehicles<br />
30 years<br />
30 years or life of lease if less than 30 years<br />
3 – 20 years<br />
5 – 10 years<br />
3 – 5 years<br />
Profit or loss on sale of investments is recognised on completion of sale.<br />
(k) Investment Properties<br />
Investment properties are held for the primary purpose of producing rental income and are not held for resale in the ordinary course<br />
of business.<br />
(iii) No depreciation is charged on freehold land and land held on 999-year lease or in respect of major capital work-in-progress.<br />
(iv) It is not the Group's policy to revalue property, plant and equipment at regular intervals.<br />
Investment properties are stated at cost less impairment losses. Where an indication of impairment exists, the carrying amount of<br />
the investment property is assessed and written down to its recoverable amount if lower. The impairment loss is charged to the<br />
income statement.<br />
(v) The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication<br />
of impairment. If such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever<br />
the carrying amount of the asset exceeds its recoverable amount. The impairment loss is charged to the income statement.<br />
Cost of investment properties includes capitalisation of interest incurred on borrowings for the purchase, renovation and extension<br />
of the investment properties while these activities are in progress. For this purpose, the interest rates applied to funds provided for<br />
the development are based on the actual interest rates payable on the borrowings for such development.<br />
(h) Subsidiaries<br />
Interests in subsidiaries are included in the Company's balance sheet at cost less impairment losses. Where an indication of<br />
impairment exists, the carrying amount of the investment is assessed and written down to its recoverable amount if lower. The<br />
impairment loss is charged to the income statement.<br />
(l) Stocks<br />
Stocks comprise raw materials and consumable stores, acquired content rights and production cost of programmes.<br />
(i) Raw materials and consumable stores<br />
These are stated at cost less provision for obsolete, slow moving and defective stocks.<br />
104<br />
(i) Associates<br />
These are companies (not being subsidiaries) in which the Group has a substantial interest of not less than 20% of the equity and/or<br />
in whose financial and operating policy decisions the Group exercises significant influence.<br />
The Group’s share of the results of associates is included in its consolidated income statement. The Group’s share of the postacquisition<br />
retained profits and reserves or accumulated losses of associates is added to or deducted from the cost of these<br />
investments in the consolidated balance sheet.<br />
In the Company’s balance sheet, investments in associates are stated at cost less impairment losses.<br />
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down to its recoverable<br />
amount if lower. The impairment loss is charged to the income statement.<br />
(j) Investments<br />
Long-term investments in equity are stated at cost less diminution in value. Long-term investments in bonds are stated at cost,<br />
Cost includes transport and handling costs, and any other directly attributable costs. Cost is determined on the weighted<br />
average or specific identification basis.<br />
(ii) Acquired content rights<br />
Prepaid content rights are reported as acquired content rights when the license period commences and materials have been<br />
received.<br />
The cost of acquired content rights is the gross amount paid for such rights.<br />
(iii) Production cost of programmes<br />
Production cost includes costs incurred on own production, commissioned works and co-produced programmes.<br />
Cost of own production comprises direct labour, material cost and allocated overheads capitalised based on the normal level of<br />
activity during the term of production.<br />
Commissioned works are stated at cost.<br />
105
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
Co-produced programmes are stated at cost less billings to co-producers.<br />
Acquired content rights and production cost of programmes are expensed to the income statement based on the estimated number<br />
of showings and the ratio that the current year's revenue bears to the anticipated total gross revenue from the exploitation of the films.<br />
Acquired content rights and production cost of programmes are valued at the lower of unamortised cost and estimated net<br />
realisable value. The carrying amounts of each title in stock are reviewed at each balance sheet date. Provisions are made where<br />
the unamortised cost of each title exceeds the estimated realisable value. Such provisions are charged to the income statement.<br />
(m) Prepaid Content Rights<br />
Advanced payments made for content rights for which the license period has not commenced or the materials have not been received,<br />
are classified as prepaid content rights.<br />
Prepaid content rights are valued at the lower of cost and estimated net realisable value. The carrying amounts are reviewed at each<br />
balance sheet date. Provisions are made where the carrying amount exceeds the estimated realisable value. Such provisions are<br />
charged to the income statement.<br />
Provisions are also made where it is unlikely that content rights acquired under such payments would be used during its license period.<br />
Such provisions are charged to the income statement.<br />
(n) Debtors<br />
Bad debts are written off and specific provision is made for those debts considered to be doubtful. In addition, a general provision is<br />
made on the balance of trade debtors to cover any unexpected losses which have not been specifically identified.<br />
(o) Dividends<br />
Dividends on the Company's shares are recognised in equity in the period in which they are declared.<br />
(p) Employee Benefits<br />
(i) Short-term employee benefits<br />
All short-term employee benefits, including accumulated compensated absences, are recognised in the income statement in the<br />
period in which the employees render their services to the Group.<br />
(ii) Equity compensation benefits<br />
The stock option programme allows selected employees of the Company and/or its subsidiaries including Executive Directors of<br />
the Company, and other selected participants, to subscribe for ordinary shares in the Company. No compensation cost or<br />
obligation is recognised. When the options are exercised, the proceeds received are credited to share capital (nominal value)<br />
and share premium.<br />
(q) Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that<br />
an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.<br />
(r) Revenue Recognition<br />
Revenue from the sale of the Group’s products and services after accounting for trade discounts, returns and goods and services<br />
tax is recognised on completion of delivery.<br />
Revenue from advertisements is recognised when the advertisement is published or broadcast.<br />
Revenue from rental and rental-related services is recognised on an accrual basis.<br />
The policies relating to the recognition of revenue from investments are set out in Note 2(j) above.<br />
(s) Leases<br />
When the Group is the lessee:<br />
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.<br />
Payments made under operating leases are taken to the income statement on a straight-line basis over the period of the lease.<br />
When the Group is the lessor:<br />
Assets leased out under operating leases are included in investment properties and are stated at cost less impairment losses and not<br />
depreciated. Rental income is recognised on a straight-line basis over the lease term.<br />
(t) Financial Risk Management<br />
The Group's activities expose it to a variety of financial risks, particularly interest rate, currency, market, liquidity and credit risks. The<br />
Group's risk management policies seek to, where appropriate, minimise potential adverse effects of these risks on the financial<br />
performance of the Group. The policies for managing these risks are summarised below.<br />
(i) Interest rate risk<br />
The Group has cash balances placed with reputable banks and financial institutions, and investments in bonds and governmentrelated<br />
securities, which generate interest income for the Group. The Group manages its interest rate risks by placing such<br />
balances on varying maturities and interest rate terms.<br />
The Group’s debt consists of bank borrowings taken up by certain subsidiaries to finance their respective operations. Where<br />
appropriate, the Group seeks to minimise its interest rate risk exposure by entering into interest rate swaps over the duration of its<br />
borrowings.<br />
(ii) Currency risk<br />
The currency risk of the Group arises mainly from its operational purchases of raw materials and consumable stores, capital<br />
expenditure and acquired content rights. The currency risk of the Group also arises from its foreign currency cash deposits,bonds<br />
and equity investments, and from costs incurred by its overseas news bureaus. In addition, the Group also has investments in<br />
foreign subsidiaries and associated companies, whose net assets are exposed to currency risk.<br />
Where appropriate, the Group hedges against its currency risk resulting from anticipated sale and purchase transactions in<br />
foreign currencies, and foreign currency exposure of the net assets of its foreign subsidiaries and associated companies.<br />
106<br />
107
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
(iii) Market risk<br />
The Group has investments in various financial instruments (including equities, fixed income and other derivative instruments) and<br />
funds under management. The market values of these investments are affected by, amongst others, changes in market prices as<br />
a result of changes in global economic conditions, macro and micro economic factors affecting the country where the investments<br />
are quoted, and factors specific to the investee corporations.<br />
3. Share Capital<br />
2004 2003<br />
Number<br />
Number<br />
of Shares<br />
of Shares<br />
‘000 S$’000 ‘000 S$’000<br />
The fluctuations in market prices due to the above factors are unforeseen and the Group monitors these changes to respond to<br />
them as and when appropriate and necessary.<br />
(iv) Liquidity risk<br />
In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents to finance the Group's<br />
operations and mitigate the effects of fluctuation in cash flows.<br />
(v) Credit risk<br />
The Group manages its credit risk through the application of credit approvals, credit limits and monitoring procedures. Where<br />
appropriate, the Group obtains collateral in the form of bankers’/insurance guarantees from its customers, and imposes cash<br />
terms and/or advance payments from customers of lower credit standing.<br />
As at the balance sheet date, the Group has no significant concentration of credit risks.<br />
Authorised<br />
Management shares of S$0.20 (2003: S$1) each 50,000 10,000 10,000 10,000<br />
Ordinary shares of S$0.20 (2003: S$1) each 4,950,000 990,000 990,000 990,000<br />
5,000,000 1,000,000 1,000,000 1,000,000<br />
Issued and fully paid<br />
Management shares of S$0.20 (2003: S$1) each 16,018 3,204 3,740 3,740<br />
Ordinary shares of S$0.20 (2003: S$1) each 1,566,617 313,323 365,817 365,817<br />
1,582,635 316,527 369,557 369,557<br />
Movements during the financial year were:<br />
Opening balance 369,557 369,557 369,697 369,697<br />
Issue of ordinary shares of S$1 each fully paid<br />
under the <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group<br />
Executives’ Share Option Scheme and <strong>Singapore</strong><br />
<strong>Press</strong> <strong>Holdings</strong> Group (1999) Share Option Scheme 2,683 2,683 901 901<br />
Issue of management shares of S$1 each fully paid<br />
in accordance with the Newspaper and Printing<br />
<strong>Press</strong>es Act 27 27 9 9<br />
Cancellation of ordinary shares of S$1 each under<br />
the share buy back mandate approved by shareholders – – (1,050) (1,050)<br />
Balance before Share Split Exercise 372,267 372,267 369,557 369,557<br />
Ordinary and management shares of S$0.20 each<br />
(2003: S$1) fully paid immediately after Share<br />
Split Exercise 1,861,335 372,267 369,557 369,557<br />
Cancellation of ordinary shares of S$0.20 each<br />
under the Capital Reduction Exercise (276,376) (55,275) – –<br />
Cancellation of management shares of S$0.20<br />
each under the Capital Reduction Exercise (2,826) (565) – –<br />
Issue of ordinary shares of S$0.20 each fully paid<br />
under the <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group (1999)<br />
Share Option Scheme 497 99 – –<br />
Issue of management shares of S$0.20 each fully paid<br />
in accordance with the Newspaper and Printing<br />
<strong>Press</strong>es Act 5 1 – –<br />
Closing balance 1,582,635 316,527 369,557 369,557<br />
108<br />
109
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
3. Share Capital (cont'd)<br />
Details of the unissued shares of the Company under option at the end of the financial year are as follows:<br />
<strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group Executives’ Share Option Scheme (“1990 Scheme”)<br />
Date of Expiry Exercise Balance Options Options Balance<br />
Grant Date Price(a) 1.9.03 Exercised Cancelled 31.8.04<br />
Nov 17, 1998 Nov 17, 2003 S$14.51 655,179 (655,149) (30) –<br />
655,179 (655,149) (30) –<br />
(a) Exercise price was adjusted as a result of bonus shares issued during the financial year 1998, and the capital reduction exercises<br />
during the financial years 1999 and 2002.<br />
<strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group (1999) Share Option Scheme (“1999 Scheme”)<br />
Date of Expiry Exercise Balance Options Options Balance<br />
Grant Date Price(a) 1.9.03(b) Exercised Cancelled 31.8.04 (c)<br />
Oct 27, 1999 Oct 27, 2009 S$5.60 11,254,425 – (920,550) 10,333,875<br />
Oct 30, 2000 Oct 30, 2010 S$4.78 12,968,025 – (1,742,500) 11,225,525<br />
Nov 6, 2001 Nov 6, 2011 S$3.03 13,506,075 (9,112,050) (11,050) 4,382,975<br />
Oct 28, 2002 Oct 28, 2012 S$3.91 13,696,475 – (251,175) 13,445,300<br />
Dec 16, 2003 Dec 16, 2013 S$3.69 15,028,000 – (168,725) 14,859,275<br />
Feb 1, 2004 Feb 1, 2014 S$3.83 85,000 – – 85,000<br />
66,538,000 (9,112,050) (3,094,000) 54,331,950<br />
(a) Exercise prices were adjusted as a result of the Share Split and Capital Reduction Exercises during financial year 2004. For share<br />
options granted between 1999 to 2002, the exercise prices were also adjusted as a result of the Capital Reduction Exercise during<br />
the financial year 2002.<br />
(b) Or later date of grant.<br />
(c) The balance of share options as at August 31, 2004 was adjusted for the effects of the Share Split and Capital Reduction Exercises<br />
during financial year 2004.<br />
4. Capital Reserve<br />
GROUP<br />
2004 2003<br />
S$'000 S$'000<br />
Capital reserve is made up as follows:<br />
Distributable 1,375 1,375<br />
Non-Distributable 630 630<br />
2,005 2,005<br />
5. Taxation<br />
(a) Deferred Taxation<br />
The movements in the Group’s deferred tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction)<br />
during the year are as follows:<br />
2004<br />
GROUP<br />
(i) Deferred Tax Liabilities<br />
Accelerated<br />
Tax<br />
Depreciation Others Total<br />
S$’000 S$’000 S$’000<br />
Opening balance 92,368 2,876 95,244<br />
Credited to income statement (14,082) (207) (14,289)<br />
Closing balance 78,286 2,669 80,955<br />
(ii) Deferred Tax Assets<br />
Provisions<br />
S$’000<br />
Opening balance (10,045)<br />
Charged to income statement 1,216<br />
Closing balance (8,829)<br />
110<br />
111
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
5. Taxation (cont’d)<br />
2003<br />
GROUP<br />
(i) Deferred Tax Liabilities<br />
Accelerated<br />
Tax<br />
Depreciation Others Total<br />
S$’000 S$’000 S$’000<br />
Opening balance 93,545 2,943 96,488<br />
Credited to income statement (1,177) (67) (1,244)<br />
Closing balance 92,368 2,876 95,244<br />
(ii) Deferred Tax Assets<br />
Provisions<br />
S$'000<br />
Opening balance (13,201)<br />
Charged to income statement 3,156<br />
Closing balance (10,045)<br />
5. Taxation (cont'd)<br />
2003<br />
COMPANY<br />
(i) Deferred Tax Liabilities<br />
Accelerated<br />
Tax<br />
Depreciation<br />
S$’000<br />
Opening balance 80,713<br />
Credited to income statement (1,410)<br />
Closing balance 79,303<br />
(ii) Deferred Tax Assets<br />
Provisions<br />
S$’000<br />
Opening balance (13,138)<br />
Charged to income statement 3,374<br />
Closing balance (9,764)<br />
2004<br />
COMPANY<br />
(i) Deferred Tax Liabilities<br />
Accelerated<br />
Tax<br />
Depreciation<br />
S$’000<br />
Opening balance 79,303<br />
Credited to income statement (11,286)<br />
Closing balance 68,017<br />
(ii) Deferred Tax Assets<br />
Provisions<br />
S$’000<br />
Opening balance (9,764)<br />
Charged to income statement 957<br />
Closing balance (8,807)<br />
112<br />
113
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
5. Taxation (cont'd)<br />
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax<br />
liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate<br />
offsetting, are shown in the balance sheets:<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Deferred tax liabilities 72,126 85,199 59,210 69,539<br />
As at August 31, 2004, certain subsidiary had unutilised tax losses of S$39.2 million (2003: S$48.3 million) available for offsetting against<br />
future taxable income subject to the relevant provisions of the Income Tax Act, Chapter 134 (”Income Tax Act”).<br />
(b) Current Taxation<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Opening balance 68,712 51,204 53,883 42,201<br />
Income tax paid (54,587) (40,349) (45,278) (36,605)<br />
Tax deducted at source on dividends received from subsidiaries – – – (3,000)<br />
Provision for the year 69,655 56,538 61,712 58,065<br />
Group relief in accordance with Section 37C of the Income Tax Act – – (8,095) (6,778)<br />
(Over)/Under provision in prior years (2,668) 1,319 (2,814) –<br />
Closing balance 81,112 68,712 59,408 53,883<br />
5. Taxation (cont'd)<br />
(c) Tax Expense<br />
GROUP<br />
2004 2003<br />
S$’000 S$'000<br />
Tax expense attributable to profit is made up of:<br />
Current year<br />
Current tax 69,655 56,538<br />
Deferred tax (3,746) 2,617<br />
65,909 59,155<br />
Prior years<br />
Current tax (2,668) 1,319<br />
Deferred tax (9,327)* (705)<br />
53,914 59,769<br />
* Included an adjustment of S$7.7 million arising from the change in corporate taxation rate from 22% to 20%.<br />
The income tax expense on the results for the financial year varies from the amount of income tax determined by applying the <strong>Singapore</strong><br />
standard rate of income tax to profit before taxation due to the following factors:<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Profit before taxation 600,191 438,904<br />
Add/(Less): Share of net losses/(profits) of associate 249 (10,990)<br />
Adjusted profit before taxation 600,440 427,914<br />
Tax calculated at corporate tax rate of 20% (2003: 22%) 120,088 94,141<br />
<strong>Singapore</strong> statutory stepped income exemption (125) (134)<br />
Income taxed at concessionary rate (1,593) (1,963)<br />
Utilisation of deferred tax assets not previously recognised (4,010) (4,675)<br />
Income not subject to tax (66,025) (43,729)<br />
Expenses not deductible for tax purposes 16,180 17,584<br />
Losses of subsidiaries not offset against taxable income of other entities – 777<br />
Deferred tax benefit not recognised 1,823 1,711<br />
Double tax relief for contributions made to Institutes of Public Character (456) (4,478)<br />
Effect of different tax rates in other countries 27 105<br />
Others – (184)<br />
65,909 59,155<br />
114<br />
115
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
6. Borrowings<br />
GROUP<br />
2004 2003<br />
S$’000 S$'000<br />
Transferable term loans [Note a] 683,000 700,000<br />
Revolving credit facility [Note a] – 4,400<br />
Term advances - unsecured [Note b] 40,000 70,000<br />
Revolving credit facilities - unsecured [Note b] 41,000 18,500<br />
764,000 792,900<br />
Borrowings are repayable:<br />
Within 1 year 81,000 52,900<br />
Between 1 – 5 years 683,000 740,000<br />
764,000 792,900<br />
(a) A subsidiary has a bank loan facility in the form of a S$700 million (2003: S$700 million) transferable loan facility (“TLF”). During the<br />
year, the subsidiary has made partial repayment of S$17 million for the TLF loan on July 9, 2004.<br />
During the financial year, the subsidiary also had a S$14 million (2003: S$14 million) revolving credit facility (“RCF”) under which S$4.4<br />
million was drawn. The RCF loan was subsequently repaid on January 9, 2004 and the RCF terminated on February 16, 2004.<br />
The TLF facility is, and the RCF facility was secured by way of a legal mortgage on the Group's investment property [Note 8], an<br />
assignment of rental proceeds from the investment property and the insurances on the investment property, and an undertaking by<br />
the Company to pay all interests payable in respect of the facilities if the subsidiary fails to pay the same.<br />
After taking into account interest rate swap arrangements totalling S$645 million (2003: S$645 million) entered into by the subsidiary,<br />
the effective interest rate as at the balance sheet date on the outstanding TLF loan of S$683 million was 3.19% per annum (2003:<br />
S$700 million, 3.18% per annum). The loans granted under the TLF are repayable no later than January 31, 2007.<br />
(b) During the financial year, another subsidiary obtained new loan facilities amounting to S$90 million, comprising S$40 million term<br />
advances and S$50 million revolving credit facility (“RCF”) to refinance its existing bank loan facilities.<br />
6. Borrowings (cont’d)<br />
The Company has provided a guarantee and indemnity for the new loan facilities obtained by the subsidiary pertaining to its<br />
indebtedness under the loan refinancing arrangement, the maximum liability being limited to the principal sum outstanding, interests<br />
outstanding and legal costs incurred.<br />
The effective interest rate as at the balance sheet date on the term advances of S$40 million was 1.76% per annum (2003: S$70 million,<br />
2.04% per annum). The term advances are planned for repayment by August 31, 2005.<br />
The effective interest rate as at the balance sheet date on the loans granted under the RCF was 1.3% (2003: 1.26%) per annum.<br />
(c) In respect of bank borrowings, the Group’s policy is to, where appropriate, minimise its interest rate risk exposure by entering into<br />
interest rate swaps over the duration of its borrowings. Accordingly, the subsidiaries entered into interest rate swap contracts as part<br />
of their interest rate risk management. Under these interest rate swaps, the subsidiaries agree with other parties to exchange at specified<br />
intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal<br />
amounts. At August 31, 2004, the fixed interest rates vary from 2.55% to 3.44% (2003: 2.55% to 3.44%) per annum and floating rates<br />
are referenced to <strong>Singapore</strong> dollar swap offer rate, where applicable.<br />
The notional principal amounts of the outstanding interest rate swap contract and its corresponding fair value as at August 31, are:<br />
GROUP<br />
2004 2003<br />
S$'000 S$'000<br />
Notional due:<br />
Within 1 year – 22,500<br />
Between 1 - 5 years 645,000 645,000<br />
Fair values * (17,611) (19,869)<br />
* The fair value of interest rate swap contract has been calculated (using rates quoted by the Group's bankers) assuming the contract is terminated at the balance sheet<br />
date. The fair value is not recognised in the consolidated financial statements as at the balance sheet date.<br />
(d) The fair values of the TLF, term advances and RCF as at the balance sheet date approximate their carrying values as these loans carry<br />
floating interest rates, which are repriced frequently.<br />
116<br />
117
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
118<br />
7. Property, Plant and Equipment<br />
(a)<br />
GROUP<br />
Plant Furniture<br />
Land and Buildings and and Motor<br />
Freehold Leasehold Equipment Fittings Vehicles Total<br />
S$'000 S$'000 S$'000 S$'000 S$'000 S$'000<br />
Cost<br />
Opening balance 46,694 233,113 616,743 18,273 2,423 917,246<br />
Reclassification – (22) (5) 27 – –<br />
Additions – – 3,244 346 53 3,643<br />
Adjustments* – (4,461) (1,423) (8) – (5,892)<br />
Transfer in from capital work–in–progress – – 180,831 – – 180,831<br />
Disposals (17,852) – (10,957) (269) (113) (29,191)<br />
Closing balance 28,842 228,630 788,433 18,369 2,363 1,066,637<br />
Accumulated Depreciation and Impairment Losses<br />
Opening balance 17,450 73,412 346,569 7,432 1,598 446,461<br />
Reclassification – (1) (5) 6 – –<br />
Charge for the year 212 7,614 44,266 1,597 260 53,949<br />
Adjustments* – (1,408) (854) (2) – (2,264)<br />
Impairment losses^ (Note 26) – 2,883 30,693 1,274 103 34,953<br />
Disposals (9,390) – (10,572) (227) (98) (20,287)<br />
Closing balance 8,272 82,500 410,097 10,080 1,863 512,812<br />
Net book value at August 31, 2004 20,570 146,130 378,336 8,289 500 553,825<br />
Capital work–in–progress – – 11,706 – – 11,706<br />
Closing balance 20,570 146,130 390,042 8,289 500 565,531<br />
Capital work–in–progress<br />
Opening balance – – 163,071 – – 163,071<br />
Additions – – 29,466 – – 29,466<br />
Transfer out to fixed assets – – (180,831) – – (180,831)<br />
Closing balance – – 11,706 – – 11,706<br />
2003 Comparatives<br />
Net book value at August 31, 2003 29,244 159,701 270,174 10,841 825 470,785<br />
Capital work–in–progress – – 163,071 – – 163,071<br />
Closing balance 29,244 159,701 433,245 10,841 825 633,856<br />
Depreciation for 2003 212 8,373 43,325 1,488 254 53,652<br />
* During the year, the cost of leasehold land and building, and plant and equipment and furniture and fittings attached to the building previously capitalised were adjusted,<br />
as such capitalised amounts had been based on estimates made pending finalisation of billings by suppliers.<br />
^ Impairment charges arose from the lower-than-expected financial performance of the Group's broadcasting segment (S$19.4 million), technological obsolescence for certain<br />
plant and equipment of the Group's newspaper and magazine segment (S$12.8 million) and decline in market value of a leasehold building of the Group's newspaper and<br />
magazine segment (S$2.8 million). The recoverable amounts of the broadcasting assets and the newspaper and magazine segment's plant and equipment (which have no<br />
ready market) are their current market values which are expected to be minimal. The recoverable amount of the leasehold building is its market value determined by an<br />
independent valuer.<br />
7. Property, Plant and Equipment (cont’d)<br />
(b)<br />
COMPANY<br />
Plant Furniture<br />
and and Motor<br />
Equipment Fittings Vehicles Total<br />
S$'000 S$'000 S$'000 S$'000<br />
Cost<br />
Opening balance 499,008 12,885 2,250 514,143<br />
Reclassification (5) 5 – –<br />
Additions 1,709 128 – 1,837<br />
Transfer in from capital work–in–progress 180,773 – – 180,773<br />
Transfer in 64 8 – 72<br />
Transfer out (47) – – (47)<br />
Disposals (8,349) (81) (74) (8,504)<br />
Closing balance 673,153 12,945 2,176 688,274<br />
Accumulated Depreciation and Impairment Losses<br />
Opening balance 305,570 4,425 1,523 311,518<br />
Reclassification (5) 5 – –<br />
Charge for the year 34,339 1,105 227 35,671<br />
Transfer in 55 1 – 56<br />
Transfer out (45) – – (45)<br />
Impairment losses 18,298 – – 18,298<br />
Disposals (8,046) (66) (74) (8,186)<br />
Closing balance 350,166 5,470 1,676 357,312<br />
Net book value at August 31, 2004 322,987 7,475 500 330,962<br />
Capital work–in–progress 11,706 – – 11,706<br />
Closing balance 334,693 7,475 500 342,668<br />
Capital work–in–progress<br />
Opening balance 163,046 – – 163,046<br />
Additions 29,433 – – 29,433<br />
Transfer out to fixed assets (180,773) – – (180,773)<br />
Closing balance 11,706 – – 11,706<br />
2003 Comparatives<br />
Net book value at August 31, 2003 193,438 8,460 727 202,625<br />
Capital work–in–progress 163,046 – – 163,046<br />
Closing balance 356,484 8,460 727 365,671<br />
Depreciation for 2003 32,960 1,014 216 34,190<br />
119
8. Investment Property<br />
Details of the investment property are as follows:<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
GROUP<br />
Freehold Land and Building<br />
2004 2003<br />
S$’000 S$’000<br />
Cost 923,827 923,827<br />
Development expenditure at cost 173,624 167,526<br />
Loan interest capitalised 18,935 18,935<br />
1,116,386 1,110,288<br />
Impairment losses (70,534) (70,534)<br />
1,045,852 1,039,754<br />
Gross rental income 78,475 49,421<br />
Fair value 1,200,000 1,050,000<br />
Fair value of the investment property, the amalgamated Paragon on Orchard Road was stated based on an independent professional<br />
valuation, determined on an open market value basis and carried out on June 24, 2004 (2003: February 28, 2003). The valuation carried<br />
out in the previous financial year was done on the basis that the construction work for the amalgamated Paragon would be satisfactorily<br />
completed and the Temporary Occupation Permit and Certificate of Statutory Completion would be obtained. The investment property<br />
is mortgaged to a bank as security for loan facilities granted to a subsidiary.<br />
9. Interests in Subsidiaries<br />
(a) Unquoted equities<br />
COMPANY<br />
2004 2003<br />
S$’000 S$’000<br />
Unquoted equities, at cost 476,812 476,083<br />
Amounts owing by subsidiaries (non-trade) [Note (c)] 796,146 1,378,626<br />
Loan to a subsidiary 88,500 40,000<br />
1,361,458 1,894,709<br />
Amounts owing to subsidiaries (non-trade) [Note (c)] (173,209) (67,155)<br />
1,188,249 1,827,554<br />
Impairment losses (178,500) –<br />
1,009,749 1,827,554<br />
Details of subsidiaries are set out in Note 29.<br />
9. Interests in Subsidiaries (cont’d)<br />
(b) Goodwill arising on acquisition of subsidiaries<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Opening balance – –<br />
Goodwill on acquisition during the year 18 1,240<br />
Amounts written off during the year (18) (1,240)<br />
Closing balance – –<br />
(c) The amounts owing by/to subsidiaries are unsecured, interest free and have no fixed repayment terms. Repayments are not expected<br />
within the next twelve months. Accordingly, it is not practicable to determine the fair value of these balances. However, the Company<br />
does not anticipate the carrying amounts at the balance sheet date to be significantly different from the values that would eventually<br />
be settled.<br />
10. Interests in Associates<br />
(a) Unquoted equities<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Unquoted equities, at cost 12,513 44,837 2,980 2,980<br />
Amounts owing by associates (non–trade) [Note (b)] 4 4 – –<br />
Loan to an associate [Note (b)] 350 650 – –<br />
12,867 45,491 2,980 2,980<br />
Amount owing to associates (non–trade) [Note (b)] (19) – – –<br />
Goodwill on consolidation written off (5,559) (23,357) – –<br />
Share of net losses (5,801) (14,509) – –<br />
Impairment losses (560) (7,439) (2,980) (2,980)<br />
928 186 – –<br />
During the year, an associate was disposed of and accordingly adjustments were made to balances relating to goodwill on<br />
consolidation written off, share of net losses and impairment losses. Details of associates are set out in Note 30.<br />
(b) The amounts owing by/to associates, and loan to an associate are unsecured, interest free and have no fixed repayment terms.<br />
Repayments are not expected within the next twelve months. Accordingly, it is not practicable to determine the fair value of these<br />
balances. However, the Group does not anticipate the carrying amounts at the balance sheet date to be significantly different from the<br />
values that would eventually be settled.<br />
120<br />
121
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
11. Long–Term Investments<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
13. Stocks<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Quoted, at cost<br />
Equities 79,610 92,855 – –<br />
Bonds 48,000 48,000 – –<br />
Unquoted, at cost<br />
Equities 61,327 78,363 35,577 35,577<br />
Other investments 425 60,318 425 425<br />
189,362 279,536 36,002 36,002<br />
Provision for diminution in value of investments – Unquoted (14,947) (10,312) – –<br />
174,415 269,224 36,002 36,002<br />
Movements in provision<br />
Opening balance 10,312 15,075 – –<br />
Provision for the year – Unquoted 4,635 208 – –<br />
Utilisation of provision – (2,921) – –<br />
Transfer to short–term investments – (2,050) – –<br />
Closing balance 14,947 10,312 – –<br />
Market value of quoted investments<br />
Equities 288,648 268,930 – –<br />
Bonds 52,086 51,432 – –<br />
340,734 320,362 – –<br />
12. Other Non-Current Assets<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Staff loans 5,051 4,916 4,900 4,781<br />
Raw materials and consumable stores 24,489 38,895 23,908 38,278<br />
Acquired content rights, at unamortised cost 20,502 16,519 – –<br />
Production cost of programmes, at unamortised cost 11,299 7,925 – –<br />
Provision for stocks (24,012) (8,576) (700) (1,010)<br />
32,278 54,763 23,208 37,268<br />
Made up as follows:<br />
At cost 5,643 20,636 5,419 7,670<br />
At net realisable value 26,635 34,127 17,789 29,598<br />
32,278 54,763 23,208 37,268<br />
Movements in provision<br />
Opening balance 8,576 3,437 1,010 1,010<br />
Provision/(Write–back) for the year 17,514 5,139 (310) –<br />
Stocks written off (2,078) – – –<br />
Closing balance 24,012 8,576 700 1,010<br />
14. Prepaid Content Rights<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Prepaid content rights – at cost 25,617 23,694<br />
Provision for prepaid content rights (25,617) (1,467)<br />
– 22,227<br />
Movements in provision<br />
Opening balance 1,467 86<br />
Provision for the year 26,091 1,381<br />
Stocks written off (1,941) –<br />
Closing balance 25,617 1,467<br />
122<br />
123
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
15. Trade Debtors<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Amount owing 104,334 104,942 92,828 95,120<br />
Provision for doubtful debts (17,899) (19,590) (16,194) (18,190)<br />
86,435 85,352 76,634 76,930<br />
Movements in provision<br />
Opening balance 19,590 21,023 18,190 19,700<br />
Provision for the year 1,644 2,118 640 1,531<br />
Bad debts written off (3,335) (3,551) (2,636) (3,041)<br />
Closing balance 17,899 19,590 16,194 18,190<br />
16. Other Debtors and Prepayments<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Accrued interest 2,892 6,180 1 23<br />
Sundry debtors 6,958 3,781 2,117 1,596<br />
Prepayments 3,546 2,426 2,112 1,212<br />
Staff loans 1,734 1,794 1,674 1,715<br />
15,130 14,181 5,904 4,546<br />
17. Short–Term Investments<br />
(a) Internally managed<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Quoted<br />
Equities, at cost 53,421 102,198<br />
Bonds, at cost 150,923 613,734<br />
Accretion of discount on bonds 2,358 3,090<br />
Amortisation of premium on bonds (109) (1,363)<br />
Unquoted<br />
Equities, at cost – 3,480<br />
206,593 721,139<br />
Provision for diminution in value of investments – Quoted (17,554) (57,323)<br />
189,039 663,816<br />
Movements in provision<br />
Opening balance 57,323 42,424<br />
(Write–back)/provision for the year (545) 18,344<br />
Utilisation of provision (39,224) (5,495)<br />
Transfer from long–term investments – 2,050<br />
Closing balance 17,554 57,323<br />
(b) Funds under management<br />
Quoted investments, at cost<br />
Equities 95,877 85,580<br />
Bonds 162,471 148,870<br />
258,348 234,450<br />
Provision for diminution in value of quoted investments (2,644) (1,746)<br />
255,704 232,704<br />
Bank balances 31,915 18,520<br />
Accrued income 2,864 970<br />
Due to brokers (5,883) (400)<br />
284,600 251,794<br />
124<br />
125
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
17. Short–Term Investments (cont’d)<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Movements in provision<br />
Opening balance 1,746 1,723<br />
Provision for the year 4,258 1,823<br />
Utilisation of provision (3,360) (1,800)<br />
Closing balance 2,644 1,746<br />
Total Short–Term Investments 473,639 915,610<br />
(c) Total market/fair value of investments<br />
Quoted – Equities 200,257 194,894<br />
Bonds 306,710 737,510<br />
506,967 932,404<br />
Unquoted – Equities – 3,564<br />
18. Other Creditors and Accrued Liabilities<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
Accrued operating expenses 109,058 91,213 92,981 69,160<br />
Sundry creditors 16,855 18,355 9,642 7,844<br />
Customers' deposits and credits 4,232 4,024 4,047 3,897<br />
Amounts due to brokers – 949 – –<br />
130,145 114,541 106,670 80,901<br />
19. Capital and Other Commitments<br />
Commitments for:<br />
GROUP<br />
COMPANY<br />
2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000<br />
(a) Capital expenditure:<br />
Authorised and contracted for 6,906 29,271 5,801 22,212<br />
Authorised but not contracted for 32,509 26,206 20,459 26,152<br />
(b) Equity investments 53,666 14,101 – –<br />
(c) Non–cancellable operating leases payable:<br />
Within 1 year 4,112 3,067 165 –<br />
Between 1 – 5 years 19,899 5,864 7 –<br />
After 5 years 200,463 44,559 – –<br />
(d) Non–cancellable operating leases receivable:<br />
Within 1 year 80,177 73,995 – –<br />
Between 1 – 5 years 119,299 95,409 – –<br />
After 5 years – 978 – –<br />
(e) Foreign currency forward contracts<br />
Notional due:<br />
Within 1 year 112,651 18,560 1,551 4,577<br />
Positive fair value 507 68 11 40<br />
Negative fair value 430 – – –<br />
(f) Cross currency swap contracts<br />
Notional due:<br />
After 5 years 14,104 18,400 – –<br />
Positive/(negative) fair value 793 (157) – –<br />
The fair values of foreign currency forward and cross currency swap contracts have been calculated (using rates quoted by the<br />
Group's bankers) assuming these contracts are terminated at the balance sheet date.<br />
126<br />
127
20. Contingent Liability (Unsecured)<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
As at August 31, 2004, the Company provided an indemnity to a financial institution for performance guarantees issued on behalf of a<br />
subsidiary to enable the subsidiary to meet its obligations in the ordinary course of business. The performance guarantees comprised<br />
US$4 million (S$6.8 million) maturing on March 31, 2005 (2003: US$4 million), US$4 million (S$6.8 million) for period commencing April 1,<br />
2005 to March 31, 2006 (2003: US$4 million) and US$4 million (S$6.8 million) for period commencing April 1, 2006 to March 31, 2007<br />
(2003: US$4 million).<br />
21. Operating Revenue<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
22. Staff Costs<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
(a)Staff costs (including Executive Director):<br />
Salaries, bonuses and other costs 237,091 214,517<br />
Employers' contribution to defined contribution plans 25,278 26,241<br />
262,369 240,758<br />
(b)Average number of employees 3,564 3,715<br />
Newspaper and Magazine<br />
Advertisements 624,448 595,370<br />
Circulation 192,033 180,336<br />
Others 16,721 13,676<br />
833,202 789,382<br />
23. Profit from Operations<br />
Profit from operations is arrived at:<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Broadcasting and Multimedia<br />
Advertisements 40,030 43,131<br />
Broadcasting and multimedia services 14,271 12,603<br />
54,301 55,734<br />
Property<br />
Rental and rental-related services 82,572 52,700<br />
970,075 897,816<br />
After charging<br />
Audit fees:<br />
Company's auditors:<br />
Current year 299 299<br />
Other auditors:<br />
Current year 24 23<br />
Prior year – (1)<br />
Non-audit fees # :<br />
Company's auditors<br />
Current year 101 36<br />
Prior year 1 (22)<br />
Less: Amount capitalised as capital work-in-progress (26) –<br />
76 14<br />
Directors' remuneration:<br />
Company's Directors 1,660 2,216<br />
Directors of subsidiaries 148 1,590<br />
Provision for stocks 3,089 5,139<br />
Rental expense – Operating lease 2,260 2,657<br />
and after crediting<br />
Write-back of provision for stocks (Note 13) 310 –<br />
Net exchange gain 602 639<br />
128<br />
# Non-audit fees are mainly for services of an audit and/or review nature relating to non-statutory audit assignments.<br />
129
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
24. Finance Costs<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
25. Net Income from Investments (cont’d)<br />
(a) Income from funds under management<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Interest on bank loans 24,203 24,326<br />
25. Net Income from Investments<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Deposits interest 3,403 3,636<br />
Interest from bonds 23,084 22,809<br />
Dividend from equities* 190,624 10,126<br />
Foreign exchange gain/(loss) 10,629 (776)<br />
Profit on sale of investments:<br />
Short–term investments 15,083 13,493<br />
Long–term investments 9,942 132<br />
Other investment income 1,005 1,643<br />
253,770 51,063<br />
Accretion of discount on bonds 21 57<br />
Amortisation of premium on bonds (1,121) (1,273)<br />
Write-back/(Provision) for diminution in value of investments:<br />
Quoted 545 (18,344)<br />
Unquoted (4,635) (208)<br />
248,580 31,295<br />
Income from funds under management [Note 25(a)] 9,437 8,289<br />
258,017 39,584<br />
* Dividend from equities received during the year included S$168.1 million from the divestment of the Group's indirect stake in Belgacom.<br />
Interest on deposits and bonds 6,418 5,882<br />
Profit on sale of investments 10,058 4,529<br />
Dividend from quoted equities 2,131 879<br />
Foreign exchange loss (3,019) (414)<br />
Expenses and fees (1,893) (764)<br />
13,695 10,112<br />
Provision for diminution in value of quoted investments (4,258) (1,823)<br />
9,437 8,289<br />
26. Exceptional Items<br />
GROUP<br />
2004 2003<br />
S$’000 S$’000<br />
Gain on sale of property 110,106 –<br />
Write–down of current assets and provision for obligations<br />
arising from a review of broadcasting assets (45,889) –<br />
Impairment loss on property, plant and equipment (Note 7) (34,953) (8,006)<br />
Surplus on partial disposal of interests in an associate – 187,720<br />
Surplus on completion of liquidation of:<br />
– Subsidiaries – 1,748<br />
– An associate – 46<br />
Impairment loss on investment property – (50,000)<br />
Impairment loss on associates – (7,439)<br />
Capital work–in–progress written off – (1,069)<br />
Others (587) (1,240)<br />
28,677 121,760<br />
130<br />
131
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
27. Dividends<br />
GROUP AND COMPANY<br />
2004 2003<br />
S$’000 S$’000<br />
Dividends paid:<br />
– Final dividend of 50 cents per S$1 share less tax<br />
at 22% in respect of previous financial year<br />
(2003: 50 cents per S$1 share less tax at 22%) 144,691 144,327<br />
– Special dividend of 30 cents per S$1 share less tax<br />
at 22% in respect of previous financial year<br />
(2003: 30 cents per S$1 share less tax at 22%) 86,814 86,596<br />
– Interim dividend of 20 cents per S$1 share less tax<br />
at 20% (2003: 20 cents per S$1 share less tax at 22%) 59,487 57,654<br />
– Special interim dividend of nil cents per S$1 share less tax<br />
at 20% (2003: 30 cents per S$1 share less tax at 22%) – 86,481<br />
290,992 375,058<br />
(a) The Directors have proposed a final dividend for 2004 of 10 cents per S$0.20 share, less tax at 20%, amounting to a total of<br />
S$126,611,000 (2003: 50 cents per S$1 share, less tax at 22%, amounting to S$144,691,000).<br />
(b) In addition, the Directors have proposed a special final dividend of 11.25 cents per S$0.20 share, less tax at 20%, amounting to a<br />
total of S$142,437,000 (2003: 30 cents per S$1 share, less tax at 22%, amounting to S$86,814,000).<br />
(c) These financial statements do not reflect these proposed dividends, which will be accounted for in shareholders' equity as an<br />
appropriation of retained earnings in the financial year ending August 31, 2005 (2003: August 31, 2004) when they are approved at the<br />
next annual general meeting.<br />
28. Earnings per Share<br />
GROUP<br />
2004 2003<br />
S$’000<br />
S$’000<br />
Basic Diluted Basic Diluted<br />
Profit attributable to shareholders 546,282 546,282 378,736 378,736<br />
Number of Shares Number of Shares*<br />
‘000 ‘000<br />
Weighted average number of shares 1,786,830 1,786,830 1,848,570 1,848,570<br />
Adjustment for assumed conversion of share options – 1,987 – 3,170<br />
Weighted average number of shares used to compute earnings per share 1,786,830 1,788,817 1,848,570 1,851,740<br />
Earnings per S$0.20 share (S$)<br />
– before exceptional items 0.29 0.29 0.14 0.14<br />
– after exceptional items 0.31 0.31 0.20 0.20<br />
* Adjusted for effect of Share Split Exercise completed in financial year 2004.<br />
132<br />
133
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
29. Subsidiaries<br />
Effective<br />
Principal Country of Class of % of Equity held<br />
Name of Subsidiary Activities Incorporation Shares Cost of Investment by the Group<br />
2004 2003 2004 2003<br />
S$’000 S$’000 % %<br />
Hipro Printing Pte Ltd Publishing newspapers <strong>Singapore</strong> Ord 855 360 100.00 80.00<br />
The Straits Times Holding investments <strong>Singapore</strong> Mgt 334 334 100.00 100.00<br />
<strong>Press</strong> (1975) Limited Ord 33,072 33,072 100.00 100.00<br />
Focus Publishing Ltd Publishing magazines <strong>Singapore</strong> Mgt * * 99.96 99.96<br />
Ord * * 100.00 100.00<br />
<strong>Singapore</strong> <strong>Press</strong> Provision of news <strong>Singapore</strong> Mgt * * 99.98 99.98<br />
<strong>Holdings</strong> (Overseas) reporting & marketing Ord * * 100.00 100.00<br />
Limited<br />
services and holding<br />
investments<br />
SPH (Americas) Pte Provision of news <strong>Singapore</strong> Ord * * 100.00 100.00<br />
Ltd<br />
reporting services<br />
SPH Magazines Pte Ltd Publishing magazines <strong>Singapore</strong> Ord * * 100.00 100.00<br />
TP Ventures Pte Ltd Holding investments <strong>Singapore</strong> Ord * * 100.00 100.00<br />
Lianhe Publishing Publishing magazines <strong>Singapore</strong> Ord * * 51.00 51.00<br />
Pte Ltd<br />
SPH Data Services Licensing of copyrights <strong>Singapore</strong> Ord * * 100.00 100.00<br />
Pte Ltd<br />
& trademarks<br />
@ SPH AsiaOne Ltd Provision of Internet – <strong>Singapore</strong> Ord 94,400 94,400 100.00 100.00<br />
related services and<br />
holding investments<br />
@ Zaobao.com Ltd Provision of Internet – <strong>Singapore</strong> Ord * * 100.00 100.00<br />
related services<br />
@ Evol Media Pte Ltd Provision of Internet – <strong>Singapore</strong> Ord * * 100.00 100.00<br />
related services<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
29. Subsidiaries (cont’d)<br />
Effective<br />
Principal Country of Class of % of Equity held<br />
Name of Subsidiary Activities Incorporation Shares Cost of Investment by the Group<br />
2004 2003 2004 2003<br />
S$’000 S$’000 % %<br />
Balance b/f 218,661 218,166<br />
SPH MultiMedia Holding investments <strong>Singapore</strong> Ord 8,500 8,500 100.00 100.00<br />
Private Limited<br />
Lianhe Investments Holding investments <strong>Singapore</strong> Ord 6,335 6,335 100.00 100.00<br />
Pte. Ltd.<br />
for dealing purposes<br />
<strong>Singapore</strong> Newspaper Holding investments <strong>Singapore</strong> Ord 50,000 50,000 100.00 100.00<br />
Services Private Limited and properties<br />
Vinora <strong>Holdings</strong> Holding investments British Virgin Ord * * 100.00 100.00<br />
Limited<br />
Islands<br />
Futura Management Holding investments Cook Islands Ord * * 100.00 100.00<br />
Limited<br />
Crestville Investments Holding investments British Virgin Ord * * 100.00 100.00<br />
Limited<br />
Islands<br />
<strong>Singapore</strong> News and Holding investments <strong>Singapore</strong> Mgt 1,153 1,153 100.00 100.00<br />
Publications Limited and properties Ord 114,102 114,102 100.00 100.00<br />
Sin Chew Jit Poh Holding investments <strong>Singapore</strong> Mgt * * 100.00 100.00<br />
(<strong>Singapore</strong>) Limited and properties Ord * * 100.00 100.00<br />
Times Properties Letting properties and <strong>Singapore</strong> Ord 77,827 77,827 100.00 100.00<br />
Private Limited<br />
provision of property<br />
management services<br />
Orchard 290 Ltd Holding investments and <strong>Singapore</strong> Ord * * 100.00 100.00<br />
managing of shopping<br />
centres & other<br />
commercial properties<br />
Balance c/f 476,578 476,083<br />
134<br />
SPH MediaWorks Ltd Provision of broadcasting <strong>Singapore</strong> Ord 90,000 90,000 100.00 100.00<br />
and broadband services<br />
Balance c/f 218,661 218,166<br />
135
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
29. Subsidiaries (cont’d)<br />
Effective<br />
Principal Country of Class of % of Equity held<br />
Name of Subsidiary Activities Incorporation Shares Cost of Investment by the Group<br />
2004 2003 2004 2003<br />
S$’000 S$’000 % %<br />
Balance b/f 476,578 476,083<br />
New Beginnings Business management The People's Ord 234 – 100.00 –<br />
Management and consultancy Republic of<br />
Consulting services China<br />
(Shanghai) Company<br />
Limited<br />
SPH Stop <strong>Press</strong> Pte Ltd Dormant <strong>Singapore</strong> Ord * * 100.00 100.00<br />
Morningvista Dormant British Virgin Ord * * 100.00 100.00<br />
Investments Limited<br />
Islands<br />
Asia Century Dormant <strong>Singapore</strong> Ord * * 51.00 51.00<br />
Publishing Pte Ltd<br />
The Straits Times Dormant United Kingdom Ord * * 100.00 100.00<br />
<strong>Press</strong> (London) Limited<br />
476,812 476,083<br />
Notes:<br />
1. @ Companies audited by Ernst & Young, <strong>Singapore</strong>.<br />
2. * The shareholdings of these companies are held by subsidiaries of the Company.<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
30. Associates<br />
Effective<br />
Principal Country of Class of % of Equity held<br />
Name of Associate Activities Incorporation Shares Cost of Investment by the Group<br />
2004 2003 2004 2003<br />
S$’000 S$’000 % %<br />
Held by the Company<br />
Business Day Publishing Thailand Ord 2,980 2,980 24.97 24.97<br />
Company Limited<br />
newspapers<br />
Held by Subsidiaries<br />
American Bourses Development & <strong>Singapore</strong> Ord 6,375 6,375 20.00 20.00<br />
Corporation Pte Ltd maintenance of<br />
software and<br />
multimedia works;<br />
Business<br />
management and<br />
consultancy<br />
services<br />
Citta Bella Sdn Bhd Publishing and Malaysia Ord 248 248 24.99 24.99<br />
distributing<br />
magazines<br />
GMM Times Co Ltd Publishing and Thailand Ord 395 – 30.00 –<br />
distributing<br />
magazines<br />
Magazine World Sdn Bhd Publishing and Malaysia Ord 42 – 30.00 –<br />
distributing<br />
magazines<br />
Shanghai YouHer Consultancy The People's Ord 573 – 50.00 –<br />
Consultancy Limited services Republic of<br />
China<br />
UnionWorks Pte Ltd Radio <strong>Singapore</strong> Ord 1,900 1,600 50.00 50.00<br />
broadcaster<br />
StarEastWorks Limited Content Hongkong Ord – 33,634 – 50.00<br />
production<br />
12,513 44,837<br />
136<br />
137
31. Segmental Information<br />
2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
Newspaper<br />
Treasury<br />
and Broadcasting and<br />
Magazine and Multimedia Investment Property Eliminations Consolidated<br />
S$'000 S$'000 S$'000 S$'000 S$'000 S$'000<br />
Operating revenue<br />
External sales 833,202 54,301 – 82,572 – 970,075<br />
Inter–segmental sales 2,352 72 – 2,377 (4,801) –<br />
Total operating revenue 835,554 54,373 – 84,949 (4,801) 970,075<br />
Result<br />
Segment result 337,774 (55,955) 252,716 61,169 – 595,704<br />
Finance costs (15) (1,847) – (22,341) – (24,203)<br />
Finance income 131 15 – 116 – 262<br />
Share of net losses<br />
of associates (249) – – – – (249)<br />
Exceptional items (16,129) (65,300) – 110,106 – 28,677<br />
Profit/(loss) before taxation 321,512 (123,087) 252,716 149,050 – 600,191<br />
Taxation (53,914)<br />
Profit after taxation 546,277<br />
Minority interests 5<br />
Profit attributable to<br />
shareholders 546,282<br />
Other Information<br />
Segment assets 696,695 22,130 780,291 1,091,836 – 2,590,952<br />
Interests in associates 928 – – – – 928<br />
Consolidated total assets 2,591,880<br />
Segment liabilities 148,076 100,906 36 709,987 – 959,005<br />
Current taxation 81,112<br />
Deferred taxation 72,126<br />
Minority interests 518<br />
Consolidated total liabilities 1,112,761<br />
Capital expenditure 31,628 1,183 – 6,396 – 39,207<br />
Depreciation 45,360 5,798 – 527 – 51,685<br />
31. Segmental Information (cont’d)<br />
2003<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
Newspaper Broadcasting, Treasury<br />
and Multimedia and and<br />
Magazine Telecommunications Investment Property Eliminations Consolidated<br />
S$'000 S$'000 S$'000 S$'000 S$'000 S$'000<br />
Operating revenue<br />
External sales 789,382 55,734 – 52,700 – 897,816<br />
Inter–segmental sales 2,914 21 – 2,544 (5,479) –<br />
Total operating revenue 792,296 55,755 – 55,244 (5,479) 897,816<br />
Result<br />
Segment result 305,065 (53,057) 39,028 39,203 – 330,239<br />
Finance costs – (1,916) – (22,410) – (24,326)<br />
Finance income 102 39 – 100 – 241<br />
Share of profits less losses<br />
of associates 86 10,904 – – – 10,990<br />
Exceptional items (7,000) 180,821 14 (52,075) – 121,760<br />
Profit/(loss) before taxation 298,253 136,791 39,042 (35,182) – 438,904<br />
Taxation (59,769)<br />
Profit after taxation 379,135<br />
Minority interests (399)<br />
Profit attributable to<br />
shareholders 378,736<br />
Other Information<br />
Segment assets 737,067 86,974 1,462,487 1,081,531 – 3,368,059<br />
Interests in associates 186 – – – – 186<br />
Consolidated total assets 3,368,245<br />
Segment liabilities 126,740 108,191 986 729,573 – 965,490<br />
Current taxation 68,712<br />
Deferred taxation 85,199<br />
Minority interests 1,108<br />
Consolidated total liabilities 1,120,509<br />
Capital expenditure 26,367 437 – 30,396 – 57,200<br />
Depreciation 44,841 8,158 – 653 – 53,652<br />
138<br />
139
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
31. Segmental Information (cont’d)<br />
Notes:<br />
(a) Business segments:<br />
The Group is organised into four major operating segments, namely Newspaper and Magazine, Broadcasting and Multimedia, Treasury<br />
and Investment, and Property, and reports its primary segment information through direct identification. The Newspaper and Magazine<br />
segment is involved in the publishing, printing and distributing of newspapers and magazines. The Broadcasting and Multimedia<br />
segment provides services which include provision of broadcasting, portal sites and other related services. The Treasury and<br />
Investment segment manages the investment activities of the Group. The Property segment holds and manages properties owned by<br />
the Group.<br />
Telecommunication business ceases to be part of the Broadcasting and Multimedia operating segment from financial year 2004,<br />
following the partial disposal of interests in an associate in December 2002.<br />
(b) Geographical segments:<br />
The principal geographical area in which the Group operates is <strong>Singapore</strong>. The Group's overseas operations comprise mainly holding<br />
overseas investments and the provision of marketing, editorial, art and graphical services overseas.<br />
Capital<br />
Operating Revenue Segment Assets Expenditure<br />
2004 2003 2004 2003 2004 2003<br />
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000<br />
<strong>Singapore</strong> 970,075 897,816 2,583,798 3,234,167 39,145 57,181<br />
Other Countries – – 8,082 134,078 62 19<br />
970,075 897,816 2,591,880 3,368,245 39,207 57,200<br />
(c) Under equity accounting, the Group's operating revenue does not include its share of associates' operating revenue.<br />
32. Fair Value of Financial Instruments<br />
The financial assets and financial liabilities of the Group and the Company for which fair values are required to be disclosed in accordance<br />
with <strong>Singapore</strong> Financial Reporting Standard comprise the following:<br />
(a) long-term investments in investees other than subsidiaries and associates,<br />
(b) non-current loans payable,<br />
(c) non-current receivables from and payables to subsidiaries and associates,<br />
(d) other non-current receivables,<br />
(e) current assets other than stocks, prepaid content rights and prepayments,<br />
(f) current liabilities other than provision for taxation.<br />
The fair values of these financial assets and financial liabilities as at the balance sheet date approximate their carrying values as shown<br />
in the balance sheets, with the exception of long-term and short-term investments, and non-current receivables from and payables to<br />
subsidiaries and associates.<br />
The fair values of quoted long-term investments and quoted and unquoted short-term investments as at the balance sheet date are as<br />
detailed in the respective notes to the financial statements. For unquoted long-term investments, it is not practicable to determine the<br />
fair value because the assumptions used in the valuation models to value these investments cannot be reasonably determined. The<br />
unquoted long-term investments comprised investments in venture capital companies and companies whose principal activities include<br />
the provision of telecommunication-related services. Information on the fair values of non-current receivables from and payables to<br />
subsidiaries and associates are set out in the respective notes to the financial statements.<br />
33. Subsequent events<br />
(a) Acquisition of Vantage Corporation Limited's media assets<br />
On September 1, 2004, a wholly-owned subsidiary, SPH Magazines Pte Ltd acquired from Vantage Corporation Limited (formerly<br />
known as “Blu Inc Group Limited”) (“VCL”) the following for a cash consideration of S$32.9 million:<br />
(i) All magazine titles, trade names and marks owned by VCL;<br />
(ii) 100% interest in the following companies:<br />
a) Blu Inc <strong>Holdings</strong> (S) Pte Ltd;<br />
b) Blu Inc Media Pte Ltd;<br />
c) Blu Inc Publishing (S) Pte Ltd;<br />
d) Blu Inc Ventures Pte Ltd; and<br />
e) Magazines Incorporated Pte Ltd.<br />
These companies are incorporated in <strong>Singapore</strong> and are mainly engaged in the publishing and distribution of magazines.<br />
140<br />
141
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)<br />
AUGUST 31, 2004<br />
33. Subsequent events (cont’d)<br />
Blu Inc <strong>Holdings</strong> (S) Pte Ltd, Blu Inc Ventures Pte Ltd and Magazines Incorporated Pte Ltd have subsidiaries and associates that are<br />
incorporated in <strong>Singapore</strong>, Malaysia, Indonesia, Hongkong and The People's Republic of China. These companies are mainly engaged<br />
in the publishing and distribution of magazines.<br />
The fair value of the net identifiable assets at the date of acquisition was estimated at S$10.4 million. Goodwill arising on this<br />
acquisition of about S$22.5 million will be recorded in the balance sheet and tested for impairment in accordance with FRS 103 - Business<br />
combinations which is applicable for the Group in financial year 2005.<br />
(b) Rationalisation of free-to-air television broadcasting and free newspaper business<br />
On September 17, 2004, the Group entered into agreements with MediaCorp Pte Ltd and certain of its subsidiaries with the<br />
objective of rationalising the Group’s free-to-air television broadcasting and free newspaper businesses.<br />
The proposed transactions comprise:<br />
(i) The subscription by the Company of 20% of the issued share capital in a new company, MediaCorp TV <strong>Holdings</strong> Pte Ltd (“MCTV<br />
<strong>Holdings</strong>") for a sum of S$10 million in cash; and<br />
(ii) The acquisition by the Company of 40% of the issued share capital of MediaCorp <strong>Press</strong> Ltd ("MPR") for a sum of S$19.16 million<br />
in cash.<br />
These companies are incorporated in <strong>Singapore</strong>. MCTV <strong>Holdings</strong> is engaged in the business of free-to-air television broadcasting and<br />
content production for television broadcasting. MPR is engaged in the publishing and distribution of free newspaper.<br />
33. Subsequent events (cont’d)<br />
(c) Initial Public Offer (“IPO”) of StarHub Pte Ltd (“StarHub”)<br />
On September 17, 2004, StarHub officially launched its IPO involving the sale of up to 553.9 million vendor shares. On October 6,<br />
2004, StarHub announced that the IPO will be priced at S$0.95 per share.<br />
The Company holds a pre-IPO shareholding of 8.95% in StarHub which is accounted for as a long-term investment at a cost of<br />
S$35.6 million. Based on the IPO price of S$0.95 per share, the Company is expected to receive gross proceeds of between<br />
S$161.9 million and S$180.0 million, depending on the extent whereby the over-allotment option associated to the IPO is exercised.<br />
Upon completion of this transaction, an investment income, before deducting the Company's share of IPO expenses, ranging between<br />
S$126.3 million and S$144.4 million will be reported in the first quarter of the Company's financial year, depending on the extent<br />
whereby the over-allotment option is exercised. Accordingly, the Company's shareholding in StarHub may be reduced to between<br />
0% and 0.9% depending on the extent whereby the over-allotment option is exercised.<br />
34. Re-classification<br />
Where necessary, comparative figures have been adjusted to conform with the current presentation where there are changes in presentation<br />
in these financial statements.<br />
35. Authorisation of Financial Statements<br />
On October 11, 2004, the Board of Directors of <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Limited authorised these financial statements for issue.<br />
Upon completion of the proposed transactions (expected by December 31, 2004), the Group's free-to-air television broadcasting<br />
business will be operated together with those currently operated by MediaCorp TV Pte Ltd by MCTV, and the Company’s free<br />
newspaper business will be merged with that of MPR.<br />
Upon completion of the proposed transactions, the Company's interests in MCTV <strong>Holdings</strong> and MPR will be equity accounted for, in<br />
accordance with FRS 28 - Accounting for Investments in Associates. The Company also plans to repay the bank loan facilities of S$81<br />
million, undertaken by a subsidiary, pertaining to the Group's television broadcasting business by August 31, 2005.<br />
The proposed transactions are not expected to have any material impact on the net tangible assets per share and earnings per share<br />
of the Group for the financial year ending August 31, 2005.<br />
142<br />
143
SHAREHOLDING STATISTICS<br />
SHARE PRICE MOVEMENTS FOR THE YEAR ENDED AUGUST 31, 2004<br />
SHAREHOLDERS BY SIZE OF SHAREHOLDINGS<br />
AS AT OCTOBER 22, 2004<br />
Highest closing price<br />
Lowest closing price<br />
0.36%<br />
S$<br />
8<br />
S$<br />
6<br />
8.81%<br />
5.5<br />
7<br />
5<br />
5.0<br />
19.64%<br />
4.5<br />
6<br />
4<br />
4.0<br />
3.5<br />
71.19%<br />
5<br />
3<br />
3.0<br />
2.5<br />
4<br />
2<br />
0<br />
0<br />
2000 2001 2002 2003 2004 2000 2001 2002 2003 2004<br />
Year<br />
Year<br />
1 – 999<br />
1,000 – 10,000 10,001 – 1,000,000 1,000,001 and above<br />
2004 2003 2002 2001 2000<br />
S$ S$ S$ S$ S$<br />
Highest Closing Price* 4.54 4.12 5.01 5.90 7.55<br />
Lowest Closing Price* 3.59 3.25 3.12 3.79 5.13<br />
August 31 Closing Price* 4.32 3.79 3.98 4.02 5.62<br />
Price / Earnings Ratio based on August 31 Closing Price 14.12 18.58 23.98 21.85 24.87<br />
All prices have been adjusted for the effects of the Share Split and Capital Reduction Exercises which took place during the financial year 2004.<br />
* Source: Bloomberg<br />
Size of Shareholdings No. of Shareholders % Total <strong>Holdings</strong> %<br />
1 – 999 1,948 8.81 975,543 0.06<br />
1,000 – 10,000 15,749 71.19 57,967,852 3.70<br />
10,001 – 1,000,000 4,344 19.64 255,099,752 16.28<br />
1,000,001 and above 80 0.36 1,253,082,424 79.96<br />
Grand Total 22,121 100.00 1,567,125,571 100.00<br />
144<br />
145
HOLDERS OF MANAGEMENT SHARES<br />
AS AT OCTOBER 22, 2004<br />
TWENTY LARGEST ORDINARY SHAREHOLDERS<br />
AS AT OCTOBER 22, 2004<br />
Name of Shareholder Total <strong>Holdings</strong> %<br />
Name of Shareholder Total <strong>Holdings</strong> %<br />
1. THE GREAT EASTERN LIFE ASSURANCE COMPANY LIMITED 3,621,757 22.60<br />
1. DBS NOMINEES (PRIVATE) LIMITED 357,311,491 22.80<br />
2. OVERSEA-CHINESE BANKING CORPORATION LTD 2,691,938 16.80<br />
2. RAFFLES NOMINEES PTE LTD 227,066,792 14.49<br />
3. NTUC INCOME INSURANCE COOPERATIVE LIMITED 2,618,873 16.34<br />
3. CITIBANK NOMINEES SINGAPORE PTE LTD 135,079,296 8.62<br />
4. SINGAPORE TELECOMMUNICATIONS LIMITED 2,131,082 13.30<br />
4. HSBC (SINGAPORE) NOMINEES PTE LTD 131,170,158 8.37<br />
5. THE DEVELOPMENT BANK OF SINGAPORE LTD 1,522,198 9.50<br />
5. UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 63,861,385 4.08<br />
6. UNITED OVERSEAS BANK LIMITED 1,289,328 8.05<br />
6. DB NOMINEES (S) PTE LTD 25,584,694 1.63<br />
7. NATIONAL UNIVERSITY OF SINGAPORE 858,649 5.36<br />
7. TEMASEK HOLDINGS (PTE) LTD 21,973,248 1.40<br />
8. FRASER & NEAVE, LIMITED 644,640 4.02<br />
8. THE ASIA LIFE ASSURANCE SOCIETY LTD-PAR FUND 15,590,412 1.00<br />
9. FULLERTON (PRIVATE) LIMITED 644,640 4.02<br />
9. UNIVERSITY OF MALAYA 15,477,556 1.00<br />
10. CHIEF EXECUTIVE OFFICER 4 0.00<br />
10. LEE FOUNDATION STATES OF MALAYA 15,215,522 0.97<br />
11. DIRECTORS (FOUR EACH) 44 0.00<br />
11. KO TECK SIANG 13,260,000 0.85<br />
TOTAL 16,023,153 100.00<br />
12. TAN ENG SIAN 12,750,000 0.81<br />
13. OVERSEA CHINESE BANK NOMINEES (PRIVATE) LIMITED 12,395,039 0.79<br />
SUBSTANTIAL SHAREHOLDER<br />
AS AT OCTOBER 22, 2004<br />
14. MERRILL LYNCH (S'PORE) PTE LTD 12,117,938 0.77<br />
15. YONG SIEW YOON 10,000,000 0.64<br />
Direct Interest<br />
Deemed Interest<br />
No. of<br />
No. of<br />
Ordinary Shares % Ordinary Shares %<br />
SILCHESTER INTERNATIONAL INVESTORS LIMITED 74,443,000 4.703 4,783,812* 0.302<br />
* Silchester International Investors Limited is deemed to have an interest by virtue of its 49.9% ownership in Sanderson Asset Management Limited.<br />
16. OVERSEAS UNION BANK NOMINEES (PRIVATE) LIMITED 9,946,023 0.63<br />
17 OVERSEAS UNION ENTERPRISE LIMITED 9,133,845 0.58<br />
18 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 8,375,917 0.53<br />
19 LEE FOUNDATION 8,210,940 0.52<br />
20 UOB KAY HIAN PTE LTD 6,595,773 0.42<br />
146<br />
All the ordinary shares in the Company were at all times held by the public and Rule 723 of the <strong>Singapore</strong> Exchange Listing Manual has been complied with.<br />
TOTAL 1,111,116,029 70.90<br />
147
Share Options<br />
The <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group Executives’ Share Option Scheme (”1990 Scheme”) and the <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Group (1999)<br />
Share Option Scheme (”1999 Scheme”) are administered by the Remuneration Committee comprising the following members:<br />
Michael Fam Yue Onn ( Chairman)<br />
Lim Chin Beng<br />
Ngiam Tong Dow<br />
Yeo Ning Hong<br />
Philip Pillai (appointed on 5.12.2003)<br />
Lee Hee Seng (retired on 5.12.2003)<br />
Details of options granted to Directors and employees in the Group receiving 5% or more of the total number of options available under the<br />
1990 Scheme are as follows;<br />
Name of Number and Aggregate Aggregate Aggregate<br />
Director/Employee terms of options options options<br />
Options granted granted since exercised since outstanding<br />
from 1.9.03 to commencement commencement as at 31.8.04<br />
31.8.04 of Scheme on of Scheme on<br />
28.12.90 to 31.8.04 28.12.90 to 31.8.04<br />
Lim Kim San - 1,763,912 1,763,912 -<br />
The 1990 Scheme was approved by shareholders in December 1990, and has been subsequently amended; the latest amendments were<br />
approved at the extraordinary general meeting on July 16, 1999.<br />
At the extraordinary general meeting on July 16, 1999, the 1999 Scheme was adopted to replace the 1990 Scheme.<br />
Details of options granted to Directors and employees in the Group receiving 5% or more of the total number of options available under the<br />
1999 Scheme are as follows:<br />
Name of Number and Aggregate Aggregate Aggregate<br />
Director/Employee terms* of options options options<br />
Options granted granted since exercised since outstanding<br />
from 1.9.03 to commencement commencement as at 31.8.04<br />
31.8.04 of Scheme on of Scheme on<br />
27.10.99 to 31.8.04 27.10.99 to 31.8.04<br />
Lim Kim San 150,000 1,050,000 225,000 3,506,250 #<br />
* Terms: Exercise price: S$18.54<br />
Expiry Date: 16.12.2013<br />
#<br />
Adjusted for the effects of the Share Split and Captal Reduction Exercises which took place during the financial year 2004.<br />
In respect of each of the 1990 Scheme and 1999 Scheme:<br />
1. the Rules do not allow for options to be granted at a discount;<br />
2. there are no controlling shareholders of the Company or its associates to whom options have been granted; and<br />
3. except as disclosed herein, no employee has received 5% or more of the total number of options available.<br />
OVERSEAS BUREAUS<br />
AS AT OCTOBER 15, 2004<br />
Bureau Name/Address Telephone Fax Email Pub.<br />
BANGKOK Nirmal Ghosh 66-2-661 6207 66-2-260 0893 tigerfire@yahoo.com ST<br />
Apt 2A, Prime Residence<br />
6, Sukhumvit Soi 27<br />
Klong Toey Nua, Wathana<br />
Bangkok 10110, Thailand<br />
BEIJING Goh Sui Noi 86-10-6418 1577/ 86-10-6418 1580 suinoi@yahoo.com ST<br />
Tschang Chi-Chu 86-10-6418 1578 tschang@sph.com.sg<br />
Chua Chin Hon<br />
deathstar@postone.com<br />
Lee Huay Leng 86-10-6418 1585 86-10-6418 1584 leehl@sph.com.sg ZB<br />
Sng Tuan Hwee 86-10-6418 1587 sngth@sph.com.sg<br />
Suite 4G, Office Tower B<br />
East Gate Plaza<br />
29 Dongzhong Street,<br />
Dongcheng District<br />
Beijing 100027, P.R. China<br />
CHONGQING Zhang Xiao Zhong 86-23-6381 1009 86-23-6381 1011 zhangxz@sph.com.sg ZB<br />
Yuzhong Qu Minquan Lu<br />
51 Hengtong Yunding<br />
International Apartment<br />
Unit B, 16-11,<br />
ChongQing 400010<br />
GUANGZHOU Lee Chih Horng 86-20-8760 5937 86-20 8731 8512 leech@sph.com.sg ZB<br />
Room 1410, 14th Floor,<br />
South Tower<br />
World Trade Centre<br />
371-375 Huanshi Donglu<br />
Guangzhou 510095, China<br />
HONGKONG Ching Cheong 852-2530 9720 852-2845 9934 chingcheong@hotmail.com ST<br />
Norman Yik 852-2524 6191 852-2524 7394 zbhk02@netvigator.com ZB<br />
Echo Cheung 852-2877 9076 852-2522 0950 sph02@netvigator.com Mktg<br />
1308, 13th Floor, 852-2526 9018 - ST General Line<br />
Tower Two, Lippo Centre,<br />
No. 89 Queensway,<br />
852-2877 0713 - ZB General Line<br />
Hong Kong<br />
148<br />
Copies of the 1990 Scheme and the 1999 Scheme are available for inspection at the Company’s registered office.<br />
149
OVERSEAS BUREAUS (CONT’D)<br />
AS AT OCTOBER 15, 2004<br />
OVERSEAS BUREAUS (CONT’D)<br />
AS AT OCTOBER 15, 2004<br />
Bureau Name/Address Telephone Fax Email Pub.<br />
JAKARTA Derwin Pereira 62-21-3983 1465 62-21-3983 1466 derwin@rad.net.id ST<br />
62-21-3983 1467<br />
Devi Muri Asmarani 62-21-3983 1471 dasmaran@indo.net.id<br />
Salim Bin Osman<br />
Shoeb Kagda 62-21-3983 1474 shoebkd@rad.net.id BT<br />
Chong Tien Siong 62-21-3983 1485 62-21-3983 1486 chongts@sph.com.sg ZB<br />
Suite 1401, 14th Floor<br />
Deutsche Bank Building<br />
Jalan Imam Bonjol 80,<br />
Jakarta 10310<br />
KUALA LUMPUR Reme Bin Ahmad 02-03-2162 0011 02-03-2164 6439 arem9@hotmail.com ST<br />
Leslie Lau Kuan Chen<br />
leslie.lau@excite.com<br />
Carolyn Hong<br />
carolynh@sph.com.sg<br />
Pauline Ng<br />
Suite 11A, Level 11, MNI Twins<br />
Tower 2, No. 11 Jalan Pinang<br />
50450 Kuala Lumpur<br />
Malaysia<br />
MANILA Maria Luz Baguioro 63-2-848 7232 / 63-2-848 7235 mlb@email.com.ph ST<br />
Unit no. 1510, 15th floor, 63-2-848 7233 /<br />
Tower One 63-2-848 7234<br />
Ayala Triangle, Avala Avenue<br />
Makati City 1226, Philippines<br />
BT<br />
Bureau Name/Address Telephone Fax Email Pub.<br />
TAIPEI Lawrence Chung Kuo Hsiung 886-2-2370 3727 886-2-2370 9762 jonlawrence@hotmail.com ST<br />
Yap Pheng Hui 886-2-2383 2732 886-2-2375 7822 yapph@sph.com.sg ZB<br />
2F., No. 130, Bo-Ai Road<br />
Jhong Jheng District<br />
Taipei City 100, Taiwan (R.O.C.)<br />
TOKYO Kwan Weng Kin 81-3-3442 4258 81-3-3442 4258 wengkin@gol.com ST<br />
2-16-49-503 Takanawa<br />
Minato-ku, Tokyo<br />
Japan 108-0074<br />
Ryo Ichi Yanagihara 81-3-3582 6259 81-3-3589 5480 Mktg<br />
5A, 6-28 Akasaka, 6-Chome<br />
Minato-ku, Tokyo 107, Japan<br />
WASHINGTON Roger Mitton 1-202-662 8726 1-202-662 8729 rmitton@nationalpress.com ST<br />
Eugene Low<br />
eugene@sph.com.sg<br />
National <strong>Press</strong> Building<br />
Suite 916, 529 14th Street., NW<br />
Washington, DC 20045<br />
U.S.A<br />
Shanghai Investment Office<br />
New Beginnings Loo Chin Wah 86-21-2890 9630 86-21-2890 9999 loocw@sph.com.sg<br />
Management 31st Floor, Jin Mao Tower<br />
Consulting<br />
88 Shi Ji Avenue, Pudong<br />
(Shanghai)<br />
Shanghai 200120, PR China<br />
Company Limited<br />
SHANGHAI Jason Leow jasonleow@singapore.com ST<br />
Wong Yee Fong 86-21-6218 1315 / 86-21-6258 8723 wongyf@sph.com.sg ZB<br />
Room 2316, 86-21-6218 1316 /<br />
Nanzheng Building 86-21-6218 1317<br />
No. 580 West Nanjing Road<br />
Shanghai 200041, China<br />
Note: ST – Straits Times, ZB – Lianhe Zaobao, BT – The Business Times, Mktg – Marketing<br />
150<br />
151
PROPERTIES OF THE GROUP<br />
AS AT AUGUST 31, 2004<br />
CORPORATE INFORMATION<br />
SINGAPORE PRESS HOLDINGS LIMITED<br />
Expiry date Land Built-in Existing<br />
Location Tenure of Lease (sq m) (sq m) use<br />
Times Industrial Building Freehold - 20,638 12,560 Industrial<br />
422 Thomson Road<br />
82 Genting Lane Leasehold July 16, 2040 24,892 48,922 Industrial<br />
Audit Committee<br />
Tang I-Fang / Chairman<br />
Willie Cheng Jue Hiang<br />
Cheong Choong Kong<br />
Lee Ek Tieng<br />
Sum Soon Lim<br />
Print Centre Leasehold June 9, 2034 110,075 103,460 Industrial<br />
2 Jurong Port Road<br />
News Centre Leasehold March 2, 2031 21,730 54,296 Industrial<br />
1000 Toa Payoh North<br />
Manhattan House Leasehold October 15, 2068 - 554 Commercial<br />
151 Chin Swee Road<br />
Units #01-39 to #01-48<br />
and #01-51 to #01-56<br />
Auditor<br />
PricewaterhouseCoopers<br />
8 Cross Street, #17-00,<br />
PWC Building,<br />
<strong>Singapore</strong> 048424<br />
Audit Partner<br />
Tan Boon Chok (Appointed 2003)<br />
Company Secretaries<br />
Ginney Lim May Ling<br />
Khor Siew Kim<br />
20A Yarwood Avenue Leasehold May 6, 2878 1,721 488 Residential<br />
42 Nassim Road Freehold - 1,406 686 Residential<br />
42A Nassim Road Freehold - 1,444 645 Residential<br />
42B Nassim Road Freehold - 1,418 645 Residential<br />
Registered Office<br />
1000, Toa Payoh North, News Centre,<br />
<strong>Singapore</strong> 318994<br />
Tel: (65) 6319 6319<br />
Fax: (65) 6319 8282<br />
Email: sphcorp@sph.com.sg<br />
Reg. No. 198402868E<br />
Paragon Freehold - 16,638 85,182 Commercial<br />
290 Orchard Road<br />
MALAYSIA<br />
Awana Condominium Freehold - - 117 Residential<br />
Unit 3544<br />
Genting Highlands<br />
Share Registration Office<br />
Barbinder & Co Pte Ltd<br />
8 Cross Street, #17-00,<br />
PWC Building,<br />
<strong>Singapore</strong> 048424<br />
Financial Calendar<br />
152<br />
HONGKONG<br />
Tower Two, Lippo Centre Leasehold February 14, 2059 - 368 Commercial<br />
Unit 1308 13th Floor<br />
89 Queensway, Hong Kong<br />
Announcement of 2004 Half-Year Results April 6, 2004<br />
Payment of 2004 Interim Dividend May 5, 2004<br />
Extraordinary General Meeting May 7, 2004<br />
Financial Year-End August 31, 2004<br />
Announcement of 2004 Full-Year Results October 11, 2004<br />
Despatch of Annual Report to Shareholders November 18, 2004<br />
Annual General Meeting December 6, 2004<br />
Payment of 2004 Proposed Final & Special Dividends December 28, 2004<br />
153
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN that the Twentieth Annual General Meeting of the Company will be held at The Auditorium, 1000 Toa Payoh North,<br />
News Centre, 1st Storey, Annexe Block, <strong>Singapore</strong> 318994 on Monday, December 6, 2004 at 10.30 a.m. for the following business:<br />
Ordinary Business<br />
1. To receive and, if approved, to adopt the Directors’ Report and Audited Accounts for the financial year ended August 31, 2004.<br />
2. To declare a final dividend of 10 cents, and a special dividend of 11.25 cents, per S$0.20 share less income tax in respect of the<br />
financial year ended August 31, 2004.<br />
3. To pass the following resolutions separately under Section 153(6) of the Companies Act, Chapter 50: “That pursuant to Section 153(6)<br />
of the Companies Act, Chapter 50, _____________be and is hereby re-appointed a Director of the Company to hold such office until the<br />
next Annual General Meeting of the Company”:<br />
(i) Lim Chin Beng<br />
(ii) Lee Ek Tieng.<br />
4. To re-elect the following Directors who are retiring in accordance with the Company’s Articles of Association, and who, being eligible,<br />
offer themselves for re-election :<br />
(i) Cheong Choong Kong<br />
(ii) Yeo Ning Hong<br />
(iii) Cham Tao Soon<br />
(iv) Willie Cheng Jue Hiang.<br />
5. To approve Directors’ fees of S$787,500 .<br />
6. To appoint Auditors and to authorise the Directors to fix their remuneration.<br />
7. To transact any other business of an Annual General Meeting.<br />
Special Business<br />
8. To consider and, if thought fit, to pass the following Ordinary Resolutions:<br />
(i) “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the <strong>Singapore</strong> Exchange Securities Trading Limited<br />
(the “SGX-ST”), and subject to the provisions of the Newspaper and Printing <strong>Press</strong>es Act, Chapter 206, authority be and is hereby given to<br />
the Directors of the Company to:<br />
(a) (i) issue Shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or<br />
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued, including<br />
but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into<br />
Shares,<br />
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute<br />
discretion deem fit; and<br />
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any<br />
Instrument made or granted by the Directors while this Resolution was in force,<br />
provided that:<br />
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments<br />
made or granted pursuant to this Resolution) does not exceed 50 per cent. of the issued share capital of the Company (as calculated<br />
in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a prorata basis to<br />
shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution)<br />
does not exceed 20 per cent. of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below);<br />
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of<br />
Shares that may be issued under sub-paragraph (1) above, the percentage of issued share capital shall be based on the issued share<br />
capital of the Company at the time this Resolution is passed, after adjusting for:<br />
(i) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which<br />
are outstanding or subsisting at the time this Resolution is passed; and<br />
(ii) any subsequent consolidation or subdivision of Shares;<br />
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing manual of the SGX-<br />
ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the<br />
time being of the Company; and<br />
154<br />
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until<br />
the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the<br />
Company is required by law to be held, whichever is the earlier.”<br />
155
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
(ii) “That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the <strong>Singapore</strong><br />
<strong>Press</strong> <strong>Holdings</strong> Group (1999) Share Option Scheme (the “1999 Scheme”) and to allot and issue such shares as may be issued pursuant to<br />
the exercise of options under the 1999 Scheme, provided always that the aggregate number of shares to be issued pursuant to the 1999<br />
Scheme shall not exceed 12 per cent of the issued share capital of the Company from time to time.”<br />
(iii) “That:<br />
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the “Companies Act”), the exercise by the Directors of<br />
the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of S$0.20 each fully paid in the<br />
capital of the Company (the “Ordinary Shares”) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or<br />
prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:-<br />
(i) market purchase(s) on the SGX-ST transacted through the Central Limit Order Book trading system; and/or<br />
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be<br />
determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the<br />
Companies Act;<br />
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is<br />
hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”);<br />
(c) in this Resolution:<br />
“Prescribed Limit” means that number of issued Ordinary Shares representing ten per cent of the issued Ordinary Share capital of the<br />
Company as at the date of the passing of this Resolution;<br />
“Maximum Price” in relation to Ordinary Shares to be purchased or acquired, means the purchase price (excluding brokerage,<br />
commission, applicable goods and services tax and other related expenses) which shall not exceed, in the case of a market purchase of<br />
an Ordinary Share and off-market purchase pursuant to an equal access scheme, 105 per cent of the Average Closing Price of the<br />
Ordinary Shares;<br />
“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five consecutive trading days on which<br />
the Ordinary Shares are transacted on the SGX-ST immediately preceding the date of market purchase by the Company or, as the case<br />
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<br />
listing rules of the SGX-ST, for any corporate action that occurs after the said five-day period; and<br />
“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or<br />
acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein the purchase price (which shall not be more than the<br />
Maximum Price calculated on the foregoing basis) for each Ordinary Share and the relevant terms of the equal access scheme for<br />
effecting the off-market purchase; and<br />
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including<br />
executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the<br />
transactions contemplated and/or authorised by this Resolution.”<br />
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the<br />
Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date<br />
of the passing of this Resolution and expiring on the earlier of:<br />
(i) the date on which the next Annual General Meeting of the Company is held; and<br />
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;<br />
By Order of the Board<br />
Ginney Lim May Ling<br />
Khor Siew Kim<br />
Company Secretaries<br />
<strong>Singapore</strong>,<br />
November 18, 2004<br />
Notes:<br />
A Member entitled to attend and vote at the General Meeting is entitled to appoint a proxy to attend and vote in his stead and the proxy<br />
need not be a Member of the Company. The instrument appointing the proxy must be lodged at the Company’s Share Registration Office,<br />
Barbinder & Co Pte Ltd, 8 Cross Street, #11-00 PWC Building, <strong>Singapore</strong> 048424 not less than 48 hours before the time fixed for the<br />
meeting.<br />
156<br />
157
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
EXPLANATORY NOTES<br />
1. In relation to Ordinary Resolution No. 3 :-<br />
• Lim Chin Beng will, upon re-appointment, continue as the Chairman of the Board and of the Executive Committee, and as a member<br />
of the Nominating Committee and the Remuneration Committee. He is considered an independent Director.<br />
• Lee Ek Tieng will, upon re-appointment, continue as a member of the Audit Committee and of the Nominating Committee. He will<br />
also be appointed Chairman of the Nominating Committee. He is considered an independent Director.<br />
2. In relation to Ordinary Resolution No. 4:-<br />
• Cheong Choong Kong will, upon re-election, continue as a member of the Audit Committee. He is considered an independent<br />
Director.<br />
• Yeo Ning Hong will, upon re-election, continue as a member of the Remuneration Committee. He is considered an independent<br />
Director.<br />
• Cham Tao Soon will, upon re-election, continue as the Deputy Chairman of the Board and as a member of the Executive Committee.<br />
He will also be appointed as a member of the Remuneration Committee. He is considered an independent Director.<br />
• Willie Cheng Jue Hiang will, upon re-election, continue as a member of the Audit Committee. He is considered an independent<br />
Director.<br />
STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY'S ARTICLES OF ASSOCIATION<br />
The effects of the resolutions under the heading "Special Business" in the Notice of the forthcoming Annual General Meeting are:-<br />
(a) Ordinary Resolution No. 8(i) is to allow the Directors of the Company from the date of that meeting until the next Annual General<br />
Meeting to issue shares in the Company and/or make or grant Instruments, during the validity period of this Resolution, and to issue<br />
shares in pursuance of such Instruments subject to specified limits.<br />
(b) Ordinary Resolution No. 8(ii) is to authorise the Directors to offer and grant options under the 1999 Scheme and to allot and issue<br />
shares pursuant to the exercise of such options under the 1999 Scheme up to an amount not exceeding 12 per cent of the issued share<br />
capital of the Company from time to time.<br />
(c) Ordinary Resolution No. 8(iii) is to renew the mandate to permit the Company to purchase or acquire issued ordinary shares in the<br />
capital of the Company on the terms and subject to conditions of the Resolution.<br />
The Company may use internal sources of funds, or a combination of internal resources and external borrowings, to finance the<br />
purchase or acquisition of its ordinary shares. The amount of funding required for the Company to purchase or acquire its ordinary<br />
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<br />
the number of ordinary shares purchased or acquired and the price at which such ordinary shares were purchased or acquired.<br />
Based on the issued and paid-up ordinary share capital of the Company as at October 18, 2004 (the “Latest Practicable Date”), the<br />
purchase by the Company of ten per cent of its issued ordinary shares will result in the purchase or acquisition of 156,697,252 ordinary<br />
shares. Assuming that the Company purchases or acquires the 156,697,252 ordinary shares at the maximum purchase price of S$4.97<br />
for one ordinary share (being the price equivalent to 105 per cent of the average closing market prices of the ordinary shares for the five<br />
consecutive market days on which the ordinary shares were traded on the SGX-ST immediately preceding the Latest Practicable Date),<br />
the maximum amount of funds required for such share buy back is approximately S$778.8 million. The maximum amount of funds<br />
required for such share buy back is the same regardless of whether the Company effects an on-market purchase or an off-market purchase.<br />
The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant to the proposed Share Buy Back<br />
Mandate on the audited financial accounts of the Company and its subsidiaries for the financial year ended August 31, 2004 are set out<br />
in greater detail in the letter to Shareholders dated November 18, 2004, which is enclosed together with this Annual Report.<br />
158<br />
159
PROXY FORM<br />
PROXY FORM<br />
ANNUAL GENERAL MEETING<br />
<strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong> Limited (Incorporated in <strong>Singapore</strong>)<br />
Reg. No. 198402868E<br />
I/We _______________________________________________________________________________________<br />
of ________________________________________________________________________________________<br />
being a member/members of the abovenamed Company, hereby appoint the Chairman of the Meeting, or<br />
Name Address NRIC/Passport Number Proportion of<br />
Shareholdings(%)<br />
and/or (delete as appropriate)<br />
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual General Meeting<br />
of the Company to be held at The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, <strong>Singapore</strong> 318994 on<br />
December 6, 2004 at 10.30 a.m. and at any adjournment thereof.<br />
(Please indicate with an "X" in the spaces provided whether you wish your vote(s) to be cast for or against the Ordinary Resolutions as set<br />
out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think<br />
fit, as he/they will on any other matter arising at the Annual General Meeting.)<br />
To be used on<br />
To be used in<br />
a Show of Hands<br />
the event of a Poll<br />
No. of Votes No. of Votes<br />
No. Resolutions For Against For Against<br />
Ordinary Business<br />
1. To adopt Directors' Report and Audited Accounts<br />
2. To declare a Final Dividend<br />
3. To re-appoint Directors pursuant to Section 153(6)<br />
of the Companies Act, Cap. 50:-<br />
(i) Lim Chin Beng<br />
(ii) Lee Ek Tieng<br />
4. To re-elect Directors:-<br />
(i) Cheong Choong Kong<br />
(ii) Yeo Ning Hong<br />
(iii) Cham Tao Soon<br />
(iv) Willie Cheng Jue Hiang<br />
5. To approve Directors’ fees<br />
6. To appoint Auditors and authorise Directors to fix<br />
their remuneration<br />
7. Any other business<br />
Special Business<br />
8. (i) To approve the Ordinary Resolution pursuant to<br />
Section 161 of the Companies Act, Cap. 50<br />
(ii) To authorise Directors to offer and grant options<br />
and to issue shares in accordance with the<br />
provisions of the <strong>Singapore</strong> <strong>Press</strong> <strong>Holdings</strong><br />
Group (1999) Share Option Scheme<br />
(iii) To renew the mandate authorising Directors<br />
to purchase the Company’s ordinary shares<br />
Dated this ________________day of __________________2004<br />
Total number of<br />
ordinary shares held<br />
Total number of<br />
management shares held<br />
160<br />
Signature(s) of Members(s) or Common Seal<br />
161
PROXY FORM<br />
IMPORTANT<br />
Notes:<br />
1. Please insert the total number of ordinary shares and/or management shares (“shares”) held by you. If you have ordinary shares entered<br />
against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of <strong>Singapore</strong>), you<br />
should insert that number of ordinary shares. If you have Shares registered in your name in the Register of Members, you should insert<br />
that number of Shares. If you have ordinary shares entered against your name in the Depository Register and Shares registered in your<br />
name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register<br />
and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be<br />
deemed to relate to all the Shares held by you.<br />
2. If any proxy other than the Chairman of the Meeting is to be appointed, please strike out the words “the Chairman of the Meeting” and<br />
insert the name and address of the proxy desired in the box provided. If the box is left blank or incomplete, the Chairman of the Meeting<br />
shall be deemed to be appointed as your proxy.<br />
3. A Member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend<br />
and vote instead of him.<br />
4. Where a Member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed<br />
as a percentage of the whole) to be represented by each proxy.<br />
5. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Barbinder & Co Pte.<br />
Ltd., 8 Cross Street, #11-00 PWC Building, <strong>Singapore</strong> 048424, not less than 48 hours before the time appointed for the Annual General<br />
Meeting.<br />
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where<br />
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of<br />
an officer or attorney duly authorised.<br />
7. A corporation which is a Member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as<br />
its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of <strong>Singapore</strong>.<br />
8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible<br />
or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument<br />
appointing a proxy or proxies. In addition, in the case of ordinary shares entered in the Depository Register, the Company may reject any<br />
instrument appointing a proxy or proxies lodged if the Member, being the appointor, is not shown to have ordinary shares entered against<br />
his name in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The<br />
Central Depository (Pte) Limited to the Company.<br />
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162
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