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COSCO Corporation (Singapore) Limited<br />
A<br />
SINGAPORE<br />
New<br />
Dynamic<br />
COSCO Corporation (Singapore) Limited<br />
Annual Report 2004<br />
RCB Reg. No: 196100159G
VISION STATEMENT<br />
Our vision is to become one of the world leaders in<br />
shipping and ship repair. We are committed to building a<br />
value-driven enterprise that maximises quality earnings<br />
for the growth of the company, provides excellent<br />
services that satisfy a global customer base, and<br />
creates sustainable returns for our shareholders.<br />
Contents 01 Corporate Profile<br />
02 Building Scale<br />
04 Increasing Value<br />
06 Growing Opportunities<br />
08 COSCO At A Glance<br />
10 Financial Highlights<br />
12 Significant Events<br />
13 Chairman’s Letter<br />
14 President’s Statement<br />
18 Operations Review &<br />
Geographical Footprint<br />
20 <strong>Shipping</strong><br />
22 Ship Repair and Marine<br />
Engineering<br />
26 <strong>Shipping</strong> Agency<br />
28 Inside COSCO Corporation<br />
32 Board of Directors<br />
34 Board of Directors’ Profile<br />
36 Management Team<br />
37 Corporate Structure<br />
38 Financial Review<br />
41 Corporate Governance/<br />
Investor Relations<br />
49 Financial Statements
01<br />
Corporate Profile<br />
COSCO Corporation (Singapore)<br />
Limited<br />
A New Dynamic<br />
Established in 1993, COSCO Corporation (S) Ltd<br />
(“COSCO Corporation” or the “Group”) is the<br />
Singapore Exchange-listed subsidiary of China<br />
Ocean <strong>Shipping</strong> (Group) Company (“COSCO<br />
Group”), one of the top ten major shipping<br />
conglomerates in the world. COSCO Corporation<br />
has three core businesses, embracing ship repair<br />
and marine engineering, dry bulk shipping and<br />
shipping agency.<br />
Recent restructuring initiatives have seen<br />
the company transformed, and engaged on a<br />
dynamic new growth path. COSCO Corporation<br />
has successfully positioned itself to be a major<br />
shipping and shipping related group and one of the<br />
world leaders in ship repair through its ongoing<br />
dry bulk shipping fleet expansion and recent<br />
investments in seven major shipyards in China.<br />
COSCO Corporation is poised to continue seizing<br />
growth opportunities, and deliver sustainable<br />
shareholder returns. The firm Baltic Dry Bulk<br />
Index (BDI), growth of China trade and expanding<br />
international market in ship repair will fuel further<br />
growth for the Group in the new dynamic.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
02<br />
Building Scale<br />
COSCO Corporation<br />
(Singapore) Limited<br />
2<br />
1<br />
3<br />
4<br />
5<br />
6<br />
7Shipyards,<br />
no. 1<br />
in China
03<br />
Building Scale<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Building Scale<br />
In a booming market where demand outstrips<br />
supply, scale enables us to capture more growth.<br />
We are expanding the size and the scope of our<br />
operations to provide greater breadth and depth<br />
in our core business offerings, and broaden our<br />
earnings base. In our shipping business, we are<br />
expanding our dry bulk carrier fleet by four ships<br />
over the next two years, which will increase our<br />
total fleet capacity to 1,000,000 dwt.<br />
In ship repair, we will become one of the largest<br />
ship repair and conversion companies in China,<br />
and one of the largest worldwide after our recent<br />
acquisition of 51% of COSCO Shipyard Group<br />
with its 7 shipyards. Our planned expansion in<br />
these yards will add another 1 million dwt to<br />
our capacity and include the largest dry dock<br />
in China. The scale of these facilities will enable<br />
us to attract not only more work but higher<br />
value projects, including oil rigs and<br />
major ship conversions.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
04<br />
Increasing Value<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Share price<br />
Up<br />
124 %<br />
in one year
05<br />
Increasing Value<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Increasing Value<br />
Our fundamental goal is to build shareholder<br />
value by creating a business which delivers<br />
sustainable, long-term growth. In this<br />
respect, the ultimate evidence of our ability<br />
to create value lies in the performance of our<br />
share price. In large part as a result of our<br />
restructuring initiatives, our share price has<br />
risen an impressive 500% over the last two<br />
years. This performance reflects the increase<br />
in top line growth we have created in all our<br />
core businesses, particularly ship repair and<br />
engineering. It is also due to improving our<br />
bottom line performance, by investing in IT<br />
to create cost efficiencies across the group<br />
and by deploying our capital as efficiently as<br />
possible. We are committed to maintaining<br />
this impressive performance by expanding<br />
our facilities and services to capture more<br />
growth, and by increasing the proportion<br />
of higher-yield contracts in our earnings<br />
base moving forward.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
06<br />
Growing Opportunities<br />
COSCO Corporation<br />
(Singapore) Limited<br />
China<br />
Imports<br />
Grew40 %
07<br />
Growing Opportunities<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Growing Opportunities<br />
The current health of global trading activity as<br />
evidenced by the increase in the Baltic Dry Bulk<br />
Index (BDI) and the high volume of raw material<br />
imports into China promises a wealth of shipping<br />
and ship repair opportunities for us in the near<br />
future. In shipping, the consolidation of the BDI<br />
at last year’s high average levels combined with<br />
the increased capacity coming on stream in our<br />
dry bulk carrier fleet promises robust earnings<br />
growth through 2005. In ship repair, with the<br />
ageing nature of the global merchant fleet<br />
requiring the regular maintenance and repairs<br />
made mandatory by international shipping<br />
regulations, we are well positioned to capture a<br />
major slice of this growing market. To maximise<br />
our gains, we are augmenting our capacity and<br />
our capabilities in high value-added areas of<br />
repair and conversion that command a price<br />
premium. The growing offshore market,<br />
for one, will give us a niche opportunity in oil<br />
rig repair. Our strategic alliances with partners<br />
such as SembCorp Marine further open up<br />
new opportunities for us, such as skill upgrades<br />
through technology transfer, and access to<br />
new customers.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
08<br />
At A Glance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
COSCO Corporation (Singapore) Ltd is a major ship repair, shipping and shipping related conglomerate. Headquartered<br />
in Singapore, COSCO Corporation has three main business units namely, ship repair and marine engineering, dry bulk<br />
shipping and shipping agency. COSCO Corporation owns major stakes in 7 leading ship repair yards in China, a marine<br />
engineering yard in Singapore, and an expanding fleet of 13 dry bulk carriers plying their trade between China’s ports and<br />
the rest of the world. COSCO Corporation is 55.07%-owned by the China Ocean <strong>Shipping</strong> (Group) Company, the largest<br />
shipping group and one of the top conglomerates in China.<br />
<strong>Shipping</strong><br />
COSCO Corporation’s dry bulk shipping<br />
business is undertaken by its wholly-owned<br />
subsidiary, COSCO (Singapore) Pte Ltd. COSCO<br />
(Singapore) owns and operates a fleet of 13 dry<br />
bulk carriers with a total combined carrying<br />
capacity of in excess of 700,000 dwt.<br />
The fleet transports dry bulk cargo such as<br />
iron ore, coal, steel, cement and fertiliser<br />
along international routes mostly in a tramping<br />
capacity, usually from China to key ports in<br />
the US, Europe, South America and South<br />
Africa, via Singapore. COSCO (Singapore) also<br />
charters its ships out to charterers or other<br />
ship owners. Its customers are mainly large,<br />
established international shipping companies<br />
based in Germany, Norway, Denmark, Greece,<br />
Switzerland, UK, USA and other countries.<br />
Two 74,000 dwt new dry bulk carriers are slated<br />
for delivery in FY2005, and two 55,000 dwt<br />
vessels are due in FY2006. With these four new<br />
vessels, the total tonnage capacity of COSCO<br />
Corporation’s fleet will jump 42% to almost<br />
1,000,000 dwt.<br />
Ship Repair and<br />
Marine Engineering<br />
COSCO Corporation offers ship repairing and<br />
marine engineering services through COSCO<br />
Nantong and COSCO Dalian and 90%-owned<br />
COSCO Marine Engineering (Singapore) Pte Ltd,<br />
which offers onsite and onboard engineering<br />
and repairs at its shipyard in Jurong, Singapore.<br />
On 1 January 2005, the company completed its<br />
acquisition of COSCO Shipyard Group which<br />
has seven shipyards strategically located in<br />
the most important sites along China’s eastern<br />
seaboard in Nantong, Dalian, Guangzhou,<br />
Shanghai, Tianjin, Xiamen and Zhoushan.<br />
COSCO Shipyard Group has, amongst<br />
others, the two largest cape size floating<br />
docks and four Panamax size docks in China<br />
which provide ship repair, ship conversion<br />
and jumbolisation, new builds, and oil rig<br />
manufacture and repair services.<br />
COSCO Shipyard Group will add substantially to<br />
the future growth of COSCO Corporation. The<br />
ship repair business is currently undergoing<br />
a massive expansion programme designed<br />
to increase COSCO Corporation’s ship repair<br />
capabilities and capacities. With this, the seven<br />
shipyards’ total docking capacity stand at<br />
955,000 dwt.<br />
<strong>Shipping</strong> Agency<br />
70% owned by COSCO Corporation, Costar<br />
<strong>Shipping</strong> Pte Ltd solely represents COSCO<br />
Corporation and the entire COSCO Group<br />
fleet that calls at Singapore.<br />
Costar <strong>Shipping</strong> canvasses for cargo from<br />
existing and potential clients to ensure that<br />
the COSCO Group’s vessels transiting through<br />
Singapore are loaded to maximum tonnage<br />
capacity. In addition, Costar <strong>Shipping</strong> provides<br />
agency services for full container and breakbulks.<br />
These include document preparation, the<br />
collection of freight, cargo operation, vessel<br />
husbanding, customs declaration,<br />
port authority coordination, administration<br />
and settlement of cargo claims, transshipment<br />
management, bunkering services and container<br />
handling. The agency handles virtually all types<br />
of containers and provides services to about<br />
100 to 110 vessels a month. Costar <strong>Shipping</strong><br />
also offers value-added services such as the<br />
recommendation of trucking, freight forwarding,<br />
stuffing, container depot, warehousing and<br />
storage services. Coslink (M) Sdn. Bhd.<br />
functions as the general shipping agent in<br />
Malaysia for the COSCO group’s entire fleet of<br />
ships, and provides the same comprehensive<br />
range of services as Costar in Singapore.
09<br />
At A Glance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
No. of dry bulk carriers : 13<br />
Total fleet capacity : 700,000 dwt<br />
Services<br />
: The global transport of dry bulk cargo,<br />
typically, iron ore, coal, steel, cement, fertiliser<br />
Strengths<br />
: Extensive global network, high service<br />
standards<br />
Client base<br />
: Over 90% international, established<br />
shipping companies.<br />
Growth plans<br />
: Four large-capacity vessels slated for<br />
delivery in FY2005 and FY2006 to increase<br />
fleet capacity to almost 1,000,000 dwt in<br />
FY2006<br />
No. of shipyards : 2<br />
Total docking capacity : 640,000 dwt<br />
Services<br />
: Ship repair, ship conversion and jumbolisation,<br />
new builds, oil rig manufacture and repair,<br />
marine engineering<br />
Locations<br />
: Nantong and Dalian<br />
Strengths<br />
: Strategic locations, high service standards,<br />
high and increasing capacity and capabilities,<br />
internationally competitive prices<br />
Client base<br />
: Over 90% international, established<br />
shipping companies.<br />
No. of offices : 2<br />
Services<br />
: Document preparation, the collection of<br />
freight, cargo operation, vessel husbanding,<br />
customs declaration, port authority<br />
coordination, administration and settlement<br />
of cargo claims, transshipment management,<br />
bunkering services and container handling,<br />
cargo canvassing, and value-added services<br />
Strengths<br />
: Extensive global network, high service<br />
standards, high and increasing capacity of<br />
COSCO (Singapore)’s fleet<br />
Client base<br />
: Over 90% international, established<br />
shipping companies.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
10<br />
Financial Highlights<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Profit and Loss Account 2000 2001 2002 2003 2004<br />
S$`m S$`m S$`m S$`m S$`m<br />
Turnover 162 152 102 92 116<br />
Operating Profit before Tax 5 17 2 13 37<br />
Share of Associate companies - - 4 17 36<br />
Taxation 4 3 1 5 6<br />
Profit from Ordinary Activities 10 14 5 25 67<br />
Minority Interest 1 1 1 1 1<br />
Profit for the year 9 13 4 24 66<br />
Profit and Loss Account 2000 2001 2002 2003 2004<br />
Other Data :<br />
Earnings per share (cents) 1.7 2.4 0.6 3.2 6.1<br />
Dividend per share (%) 2.5 3.0 3.5 5.0 10.0<br />
Dividend per share (cents) 0.5 0.6 0.7 1.0 2.0<br />
Dividend cover (times) 4.4 4.5 1.1 3.4 3.0<br />
Net Tangible Assets (cents) 28.5 31.6 28.7 25.17 29.67<br />
Gearing Ratio (Net of Cash) 1.5 1.7 1.6 0.5 0.2
11<br />
Financial Highlights<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Net Assets $’m<br />
After-Tax Profit $’m<br />
323.5<br />
66<br />
162.8<br />
180.7<br />
186.9<br />
273.9<br />
24<br />
00 01 02 03 04<br />
13<br />
9<br />
4<br />
00 01 02 03 04<br />
Dividends Per Share (cents) and<br />
Earnings Per Share (cents)<br />
Turnover $’m<br />
6.1<br />
162<br />
152<br />
3.2<br />
102<br />
92<br />
116<br />
2.4<br />
2.0<br />
1.7<br />
1.0<br />
0.5 0.6 0.6 0.7<br />
00 01 02 03 04<br />
00 01 02 03 04<br />
Dividends Per Share (cents)<br />
Earnings Per Share (cents)<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
12<br />
Significant Events<br />
COSCO Corporation<br />
(Singapore) Limited<br />
December<br />
Acquisition of 51% of COSCO Shipyard Group<br />
Co. Ltd completed.<br />
November<br />
Two Panama-incorporated subsidiaries, COS<br />
Orchid <strong>Shipping</strong> Inc. and COS Prosperity<br />
<strong>Shipping</strong> Inc. were dissolved.<br />
EGM approved acquisition of 51% of COSCO<br />
Shipyard Group Co Ltd.<br />
October<br />
COSCO Corporation awarded the Gold<br />
Award, the top prize among 15 companies, for<br />
entrepreneurship and commitment to good<br />
enterprise values. The competition was organised<br />
by Global Entrepolis Singapore as part of its<br />
inaugural International Brand Summit.<br />
September<br />
Entered conditional agreement to sell M.V.<br />
Sea Swan for US$11,150,000 as part of ongoing<br />
shipping fleet renewal exercise.<br />
Entered conditional agreement to acquire 51% of<br />
COSCO Shipyard Group Co Ltd, owner of 7 major<br />
shipyards in China, at a cost of RMB578m.<br />
May<br />
COSCO Group (China Ocean <strong>Shipping</strong> Group<br />
Companies) became a direct controlling<br />
shareholder of the Company with the transfer<br />
of 55.07% stake from COSCO Holdings<br />
(Singapore) Pte Ltd.<br />
180,757,078 new ordinary shares listed and<br />
quoted on SGX Mainboard pursuant to<br />
1-for-5 Bonus Shares issue.<br />
April<br />
Increased stake in COSCO Marine Engineering<br />
Pte Ltd from 60% to 90%<br />
March<br />
COSCO Corporation won the honour of becoming<br />
a blue chip component stock of the Straits Times<br />
Index (STI), the SGX’s main benchmark index.<br />
COSCO Corporation met stringent criteria to<br />
become a constituent of the London benchmark<br />
FTSE All-World Asia Pacific (Ex-Japan) Index.<br />
2004
13<br />
Chairman’s Letter<br />
COSCO Corporation<br />
(Singapore) Limited<br />
From an offshoot of the COSCO Group 10 years<br />
ago to a growing conglomerate in its own right,<br />
COSCO Corporation is emerging today as a<br />
major player in the international shipping and<br />
ship repair industry.<br />
The company’s overall performance this financial<br />
year was very encouraging. The excellent results<br />
we have achieved to date have demonstrated that<br />
the company is on target with its restructuring<br />
initiatives, and that focusing on shipping and<br />
ship repair is the right strategy to deliver<br />
sustainable profit growth in the years ahead.<br />
While economic cycles may change, I believe the competitive strengths<br />
we possess in both core businesses will enable us to create shareholder<br />
value on an ongoing basis.<br />
With the growth of raw materials imports into China and the positive<br />
global trading environment, the outlook is good, and the investments we<br />
are making to expand both core businesses over the next two years will<br />
position us to capture even more growth in the near future. Assuming that<br />
global economic conditions do not materially change over the next twelve<br />
months, we can look forward to another year of positive results in FY2005.<br />
I wish to express my deep appreciation to our parent, the COSCO Group<br />
for their strong support, and to the management of COSCO Corporation<br />
for their unstinting efforts in leading the company forward. I would also<br />
like to thank our Board members for their invaluable contributions, and<br />
the staff for their hard work over the last year.<br />
Lastly I would like to extend my gratitude to our loyal shareholders<br />
for your strong support over the years. Here’s to charting a successful<br />
future together.<br />
Captain Wei Jia Fu<br />
Chairman<br />
Captain Wei Jia Fu<br />
Chairman<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
14<br />
President’s Statement<br />
COSCO Corporation<br />
(Singapore) Limited<br />
On behalf of the Board of Directors, I am<br />
pleased to present to you the Group’s<br />
annual report for the financial year ended<br />
31 December 2004.<br />
The year in review FY2004 was a rewarding<br />
year for COSCO Corporation in many ways,<br />
and I am proud of the results we have<br />
achieved. Given our vision of becoming one<br />
of the world leaders in ship repair and a major<br />
regional shipping group, and our promise to<br />
deliver sustainable income over the long term,<br />
this year marks the final stage on a journey<br />
of restructuring which began in 2002. The<br />
carefully considered restructuring efforts of<br />
the last two years have finally borne fruit, and<br />
I believe we have built a solid platform for<br />
future growth.<br />
Two milestones in particular, which are connected, stand out.<br />
The first was the acquisition of a 51% stake in our sister company<br />
the COSCO Shipyard Group. This move has literally transformed<br />
the company, pushing us immediately into the premier league of<br />
the world’s ship repairers, a subject I will return to later. The second<br />
related milestone was the boosting of our market capitalisation to<br />
S$1.2 billion, and the consequent inclusion of COSCO Corporation<br />
shares on the Strait Times Index and the London Financial Times<br />
Asia Pacific (excluding Japan) Index. A new dynamic is at work,<br />
and the evidence is plain for all to see.<br />
Overall performance<br />
Overall Group performance was excellent in 2004, exceeding<br />
expectations in several important respects, with profit margins<br />
having expanded across all businesses. Group turnover increased<br />
to S$116.3 million in FY2004, or 27% higher than the S$91.9 million<br />
achieved in 2003.<br />
Ji Hai Sheng<br />
President
15<br />
President’s Statement<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Net profit rose by 173% to S$66.2 million versus S$24.3 million in<br />
2003, and was close to 16 times higher than the profit achieved in<br />
2002 when we embarked on the restructuring exercise. Net profit<br />
would have been even higher if not for a one-off provision we made<br />
for the revaluation of our remaining property interests. Likewise<br />
turnover and profit in all our remaining core businesses continued<br />
to register strong growth, underpinned by strong fundamentals.<br />
Since assuming the leadership of the<br />
company in 2001, my intention has been<br />
to reshape the Group to focus more on its<br />
core business of shipping, and to enhance<br />
its ability to generate what I call “Quality<br />
Income”... This strategy is what has driven our<br />
disposal of non-core assets, and to intensify<br />
our focus on ship repair and dry bulk shipping,<br />
which will become our future growth drivers.<br />
Our dry bulk shipping business posted a sterling performance,<br />
boosted by strong demand and the high freight rates secured on<br />
the renewals of charter hire contracts.<br />
<strong>Shipping</strong> turnover was S$92.2 million or 36.8% up compared to<br />
the S$67.4 million achieved in 2003. Gross profit likewise rose 62%<br />
to S$57.5 million on the back of the excellent margins, versus<br />
S$35.6 million in 2003.<br />
Due to the late-in-the-year finalisation of our investment in COSCO<br />
Shipyard Group in FY2004, turnover contributions from our shipyard<br />
subsidiaries will only be consolidated from the next financial year.<br />
Consequently, this year’s turnover comprises mainly revenue from<br />
our shipping business. However, share of profits from the shipyards<br />
soared 107% to S$36.4 million, exceeding full year forecasts and<br />
dramatically underscoring the potential in our ship repair business<br />
for future turnover and profit growth.<br />
Earnings per share was 6.1 cents compared to 2.7 cents the<br />
previous year. Net asset value per share increased to 29.7 cents,<br />
versus 25.2 cents in 2003.<br />
Dividend and bonus issue<br />
Bearing in mind another year of record performance and the<br />
positive outlook of the company, your board has proposed to<br />
reward shareholders for their support yet again with a first and<br />
final gross (one tier) dividend of 2 cent per share. This represents<br />
a payout ratio of approximately 32% of the profits attributable to<br />
the shareholders.<br />
Our growth strategy<br />
Since assuming the leadership of the company in 2001, my intention<br />
has been to reshape the Group to focus more on its core business<br />
of shipping, and to enhance its ability to generate what I call “Quality<br />
Income”. By this I mean higher value-added income where we have<br />
a niche advantage, and which is less vulnerable to the vagaries<br />
of economic cycles and market forces. This strategy is what has<br />
driven our disposal of non-core assets, and to intensify our focus<br />
on ship repair and dry bulk shipping, which will become our future<br />
growth drivers.<br />
China has become one of the major ship repair centres of the world.<br />
The quality and scope of the work available combined with its low<br />
cost base mean that this competitive advantage will remain for the<br />
foreseeable future. COSCO Shipyard Group is the largest shipyard<br />
company in China, and two out of its seven shipyards are the top<br />
two ship repair yards in China. All of them are strategically located<br />
alongside all the major ports on the eastern seaboard. With the<br />
growth of China trade and the ageing nature of the global merchant<br />
fleet requiring the regular maintenance and repairs made mandatory<br />
by international shipping regulations, we are in pole position to<br />
capture a bigger slice of this market.<br />
Currently more than 90% of the vessels repaired by the COSCO<br />
Shipyard Group are foreign owned, and this trend is increasing.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
16<br />
President’s Statement<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Of even greater significance, the investments we have planned to<br />
improve the capabilities and scale of these yards will position us for<br />
much higher value added work commanding a price premium, such<br />
as oil rig repairs and ship conversions. In particular, the expansion we<br />
have planned at Dalian and Zhoushan will beef up current capacity<br />
overall from 955,000 dwt to 2.2 million dwt, and will augment the<br />
facilities at Zhoushan with the largest dry dock in China. This<br />
500,000 dwt dry dock, when completed by the second quarter of<br />
FY2006, will enable us to handle two VLCCs (Very Large Crude<br />
Carriers) simultaneously, and oil rigs.<br />
Underpinning our business endeavours are<br />
a commitment to the highest quality in our<br />
products and customer services, the highest<br />
standards of integrity and transparency in our<br />
business practices, and the highest sense of<br />
responsibility to our staff, the community and<br />
the environment...we benchmark ourselves<br />
against the best international standards, and<br />
are building a reputation for delivering on our<br />
commitments and promises.<br />
<strong>Shipping</strong>, our traditional mainstay, will remain a major contributor<br />
to our total revenue. Although this year saw the disposal of one<br />
vessel, “MV Sea Swan” from our fleet of 14 dry bulk carriers, we are<br />
expanding the fleet over the next two years, with two new dry bulk<br />
carriers planned for delivery in 2005 and two in 2006. These will<br />
greatly increase our shipping capacity and the income contributions<br />
from this business unit.<br />
At present, with the Baltic Dry Bulk Index consolidating near last<br />
year’s high due to the accelerating rate of trading activity globally,<br />
and the robust growth in demand for raw materials to support<br />
China’s expanding infrastructure needs and manufacturing sector,<br />
the demand for dry bulk shipping vessels is exceeding the supply.<br />
As most of our dry bulk carriers have been locked into long term<br />
contracts of one year with an option to renew for another year, our<br />
shipping income will remain high and stable over the coming year.<br />
With good market conditions expected to continue, any renewal<br />
of shipping contracts at the newly increased renewal rates will be<br />
beneficial to us.<br />
General financial position<br />
With all the investments described above, including the acquisition<br />
of 51% of the COSCO Shipyard Group, capital commitments are<br />
not expected to increase significantly. In the ship repair arm, the<br />
investments will be self-financing as the shipyards will fund the<br />
expansion of their operations and facilities out of their own cashflow<br />
and bank borrowings. Similarly in the shipping arm, the expansion of<br />
the dry bulk carrier fleet by four new vessels over the next two years<br />
will likewise be funded from the shipping unit’s own cashflow and<br />
bank borrowings.<br />
The overall increase in Group borrowings, and hence the gearing<br />
ratio, will therefore remain within a comfortable range, and<br />
the Group will be able to meet all its obligations. There is no<br />
requirement or need to raise or issue any share capital.<br />
Building to last<br />
We intend to build our growth on foundations that go beyond the<br />
material. Underpinning our business endeavours are a commitment<br />
to the highest quality in our products and customer services, the<br />
highest standards of integrity and transparency in our business<br />
practices, and the highest sense of responsibility towards our staff,<br />
the community and the environment. From the best practices we are<br />
committed to in corporate governance to the stringent operating and<br />
safety procedures we rigorously apply in our ships and shipyards, we<br />
benchmark ourselves against the best international standards, and<br />
are building a reputation for delivering on our commitments<br />
and promises.<br />
In terms of our staff team, I consider our people to be the real growth<br />
drivers of the business. We are therefore putting in place programmes<br />
both to recruit top talent from the industry and to nurture our existing
17<br />
President’s Statement<br />
COSCO Corporation<br />
(Singapore) Limited<br />
talent in both technical and management areas to realise their full<br />
potential with us. Within the parameters of the heavy industry in<br />
which we are now major players, we aim to provide the best career<br />
prospects for their future development, and the safest and healthiest<br />
environment possible to work in.<br />
Likewise in our shipping business, growing raw materials imports into<br />
China will be reflected in firmer freight rates, which will benefit charter<br />
renewals for the Group’s bulk carriers. The higher renewal rates we<br />
expect combined with the additional capacity coming on-stream over<br />
the next two years will add substantially to Group revenue in 2005.<br />
We also believe in the value of relationships, which is reflected in the<br />
strategic alliances we have established with industry partners and<br />
co-investors such as SembCorp Marine Limited, which has a 30%<br />
stake in COSCO Shipyard Group. It is also evident in the excellent<br />
relationship and support we enjoy with our parent, the COSCO<br />
Group. Both these relationships benefit us in terms of industry<br />
support, technology transfer and networking for enhanced<br />
business opportunities.<br />
Prospects and outlook<br />
With such fundamentals as a springboard, I believe that we are well<br />
poised for robust growth in the future. We will continue to focus on<br />
strengthening our two core businesses in shipping and ship repair<br />
and engineering, through organic growth and strategic acquisitions.<br />
In conclusion, barring unforeseen circumstances, we expect the<br />
current positive growth trend to continue in FY 2005.<br />
Besides strengthening our current<br />
capabilitties, we will expand them so as to<br />
broaden our scope of services for a wider<br />
range of clients. Of key importance is our<br />
building up of value-added services such as<br />
oil rig repair, ship conversions and new builds.<br />
In addition to increasing our opportunities in<br />
existing markets, we will explore new markets<br />
with potential for growth, and thus enhance<br />
value for customers and shareholders alike.<br />
Besides strengthening our current capabilities, we will expand them<br />
so as to broaden our scope of services for a wider range of clients.<br />
Of key importance is our building up of value-added services such<br />
as oil rig repair, ship conversions and new builds. In addition to<br />
increasing our opportunities in existing markets, we will explore<br />
new markets with potential for growth, and thus enhance value for<br />
customers and shareholders alike.<br />
In terms of prospects, we expect shipyard contributions from our<br />
subsidiary companies will remain strong in 2005, and with high<br />
charter rates, the profit momentum in our dry bulk shipping business<br />
will also continue to rise. The ship repair sector in China will continue<br />
to grow owing to the low cost base and the growth of China’s foreign<br />
trade. We expect more vessels will call at China’s ports needing<br />
repairs, and with our planned capacity expansions, we will be able to<br />
capture this growth.<br />
In appreciation<br />
On behalf of the management and Board of Directors, I would<br />
like to record my sincere gratitude to all our stakeholders – our<br />
shareholders, customers, bankers, business associates, and our loyal<br />
staff – for your ongoing support. It has been a very rewarding year,<br />
and it is your commitment that has made our success possible.<br />
I look forward to your continuing support as we progress together<br />
in the years ahead.<br />
Ji Hai Sheng<br />
President<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
18<br />
Operations Review & Geographical Footprint<br />
COSCO Corporation<br />
(Singapore) Limited<br />
In September 2004, the Company announced its proposed<br />
acquisition of seven shipyards in China, all strategically<br />
located along China’s coast in close proximity to the main<br />
shipping routes. Sited in the Nantong, Dalian, Guangzhou,<br />
Shanghai, Tianjin, Xiamen and Zhoushan regions, the<br />
shipyards boost the COSCO Corporation’s leadership<br />
position in China’s ship repair sector.<br />
1. Tianjin<br />
2. Dalian<br />
3. Nantong<br />
4. Shanghai<br />
5. Zhoushan<br />
6. Xiamen<br />
7. Guangzhou
19<br />
Operations Review & Geographical Footprint<br />
COSCO Corporation<br />
(Singapore) Limited<br />
COSCO’s vast shipping network serves an extensive base of<br />
international clients, which make up over 90% of its shipping<br />
customers. Its dry bulk shipping fleet transports dry bulk<br />
cargo in a tramping capacity, often along the main trading<br />
sea routes from China to major ports in the US, Europe,<br />
South America and South Africa via Singapore.<br />
1. Conakry (Guinea)<br />
2. Lagos (Nigeria)<br />
3. Hamburg (Germany)<br />
4. Cape Town (South Africa)<br />
5. Ventspils (Latvia)<br />
6. Odessa (Ukraine)<br />
7. Suez (Canal)<br />
8. Aqaba (Saudi Arabia)<br />
9. Novorossivsk (Russia)<br />
10. Aden (Yemen)<br />
11. Bombay (India)<br />
12. Singapore<br />
13. Bangkok (Thailand)<br />
14. Kuantan (Malaysia)<br />
15. Shanghai (China)<br />
16. Hong Kong<br />
17. Albany (Australia)<br />
18. Lianyungang (China)<br />
19. Taichung (Taiwan)<br />
20. Onahama (Japan)<br />
21. Nagoya (Japan)<br />
22. Tokyo (Japan)<br />
23. Gladstone (Australia)<br />
24. Portland (USA)<br />
25. Los Angeles (USA)<br />
26. New Orleans (USA)<br />
27. Panama Canal<br />
28. Antofagasta (Chile)<br />
29. Seven Island (Canada)<br />
30. Puerto Quetzal (Venezuela)<br />
31. Santos (Brazil)<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
20<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
<strong>Shipping</strong><br />
COSCO Corporation’s dry bulk shipping business is undertaken by<br />
COSCO (Singapore) Pte Ltd, a wholly-owned subsidiary of COSCO<br />
Corporation. COSCO (Singapore) currently owns and operates a fleet<br />
of 13 dry bulk carriers with a total combined deadweight tonnage<br />
capacity of 700,000 dwt, and an average age of 10 years.<br />
These vessels transport dry bulk cargo such as iron ore, coal, steel,<br />
cement and fertiliser along international routes for global trade in<br />
a tramping capacity, or along main shipping routes. These are usually<br />
from China to the key ports in the US, Europe, South America and<br />
South Africa, with Singapore as a transshipment stopover.
21<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
COSCO (Singapore) also charters ships out<br />
to chartering operators or other ship owners.<br />
The bulk of the company’s customers are<br />
large, established international ship owners<br />
and operators based in Germany, Norway,<br />
Denmark, Greece, Switzerland, the UK,<br />
USA and other countries. With these<br />
customers COSCO (Singapore) enjoys<br />
a good reputation and strong business<br />
relationships forged over many years.<br />
The year in review<br />
COSCO (Singapore) continued to deliver<br />
solid turnover and profit growth in FY2004,<br />
driven by increasing global trading activity,<br />
in particular the rising demand for dry bulk<br />
imports into China such as iron ore, cement,<br />
coal and grain. As a result, the Baltic Dry<br />
Bulk Index (BDI), which hit a historic high in<br />
FY2003, consolidated at around the same<br />
average level throughout FY2004.<br />
FY2004 therefore saw a strong increase<br />
in total revenue at S$92.2 million, or 36.8%<br />
more than FY2003. Profit before tax (PBT)<br />
however more than doubled during<br />
the year, rising to S$51.9 million from<br />
S$26.5 million in FY2003. This outstanding<br />
performance was in part due to an increase<br />
in freight rates during the year in review,<br />
with COSCO (Singapore) able to renew 8<br />
charter contracts at the higher charter rates.<br />
Most of the vessels were locked into one<br />
year contracts, with an option to renew<br />
for another year. Another factor was the<br />
maximum asset utilisation achieved during<br />
the year, with the good market conditions<br />
enabling full employment of the fleet’s total<br />
tonnage capacity.<br />
Overall, the shipping business remained the<br />
main contributor to COSCO Corporation’s<br />
turnover, providing a good and steady flow<br />
of quality income amounting to 79% of<br />
COSCO Corporation’s total turnover, and<br />
70% of profit before tax.<br />
Delivering operational excellence<br />
In order to maintain its competitive edge at<br />
the forefront of the industry, the company<br />
is committed to sustaining the highest<br />
levels of quality in service, operations and<br />
fleet condition. As part of its ongoing fleet<br />
renewal exercise, COSCO (Singapore) sold<br />
an ageing vessel, the “M.V. Sea Swan”,<br />
in December this year. However, the fleet<br />
is being expanded by four new dry bulk<br />
carriers, each with a tonnage capacity<br />
larger than the M.V. Sea Swan. The ships<br />
are currently being constructed and will be<br />
delivered over the next two years. The first<br />
two vessels, each with a capacity of<br />
74,000 dwt, will be delivered in FY2005,<br />
with two more 55,000 dwt vessels expected<br />
in the following year. With their delivery,<br />
the total tonnage capacity of COSCO<br />
Corporation’s dry bulk carrier fleet will be<br />
boosted to a record capacity of almost<br />
1,000,000 dwt.<br />
COSCO (Singapore)’s commitment to<br />
standards of quality are reflected in many<br />
other ways too. Having received ISO9002<br />
certification in 1998, the exceptional<br />
standard of the Company’s operations and<br />
vessels is also evident in the recent awarding<br />
of the highly coveted United States Coast<br />
Guard “Qualship 21: certificate of eligibility”<br />
to three COSCO (Singapore)’s fleet this year.<br />
Awarded to COS Cherry, COS Intrepid and<br />
COS Joy for their high quality practices in<br />
sustaining marine safety and environmental<br />
protection, this certification enables marine<br />
vessels to enter US territorial waters without<br />
the need for US Coastguard clearance.<br />
Outlook and prospects<br />
Given China’s rapid pace of growth and<br />
development and its resultant accelerating<br />
demand for dry bulk imports, the good<br />
market conditions in global trade and<br />
shipping are expected to improve further in<br />
FY2005. While the Baltic Dry Bulk Index is<br />
anticipated to fluctuate a little in the short<br />
term, the average is expected to remain at<br />
the current high levels throughout next year,<br />
which is good news for shipping income.<br />
Charter renewals are therefore expected to<br />
be high, with the majority of vessels locked<br />
into one-plus-one contracts. Furthermore,<br />
with the anticipated increase in cargo<br />
volume globally, the additional capacity<br />
coming on stream over the next two years<br />
will enable COSCO (Singapore) to capture<br />
maximum income from the rising demand<br />
of on-board cargo space.<br />
In addition to rising cargo volume, significant<br />
increases in bulk freight rates secured<br />
on renewals of charter hire contracts are<br />
expected to benefit COSCO (Singapore) in<br />
the coming year.<br />
DRY BULK FLEET<br />
Name of vessel Capacity Age<br />
(years)<br />
Handymax:<br />
M.V. Sea Phoenix 40,473 dwt 19<br />
M.V. Cos Fair 46,689 dwt 5<br />
M.V. Sea Crane 46,040 dwt 19<br />
M.V. Cos Hero 45,547 dwt 5<br />
M.V. Cos Bonny 46,864 dwt 8<br />
M.V. Cos Cherry 46,840 dwt 8<br />
M.V. Cos Knight 52,341 dwt 2<br />
M.V. Cos Lucky 52,341 dwt 1<br />
M.V. Cos Glory 46,680 dwt 5<br />
Panamax:<br />
M.V. Jurong Sea 69,203 dwt 21<br />
M.V. Cos Angel 65,029 dwt 21<br />
M.V. Cos Intrepid 74,061 dwt 3<br />
M.V. Cos Joy 74,073 dwt 3<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
22<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Ship Repair and<br />
Marine Engineering<br />
COSCO Corporation’s ship repair operations began ten years ago with<br />
the foundation of its subsidiary, COSCO Marine Engineering (Singapore)<br />
Pte Ltd, which provides 24-hour marine engineering and ship repair<br />
services in Singapore. COSCO Corporation subsequently increased<br />
its ship repair capabilities with the acquisition of significant stakes in<br />
two of the largest shipyards in the COSCO Shipyard Group, COSCO<br />
(Nantong) Shipyard Co Ltd and COSCO (Dalian) Shipyard Co Ltd in 2002<br />
and 2003 respectively. This expansion culminated in September 2004,<br />
when COSCO Corporation announced its proposed acquisition of a<br />
51% stake in the entire COSCO Shipyard Group.
23<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Established in 1994, COSCO Shipyard<br />
Group is one of the largest ship repairing<br />
groups in China, with approximately 18% of<br />
the China market in 2003. It has seven ship<br />
yards, of which COSCO (Nantong) Shipyard<br />
and COSCO (Dalian) Shipyard are the top<br />
two ship repairing yards in China, in terms<br />
of earnings. With the acquisition, COSCO<br />
Corporation’s stakes in the Nantong and<br />
Dalian shipyards have risen to 75.5% and<br />
70.60% respectively. All seven shipyards<br />
are strategically located along China’s busy<br />
coastline in Nantong, Dalian, Guangzhou,<br />
Shanghai, Tianjin, Xiamen and Zhoushan.<br />
Together, they have a total docking capacity<br />
of 955,000 dwt.<br />
Currently, COSCO Corporation offers ship<br />
repair, marine engineering and related<br />
services, of which ship repair contributes<br />
about 91% of total earnings. Other services<br />
include specialised work such as ship<br />
conversion (including the conversion of<br />
dry bulk carriers to Ro-Ro vessels) and<br />
jumbolisation. They also include high valueadded<br />
services such as oil rig manufacture<br />
and repair, a sector recently identified as<br />
having good potential growth. New-builds<br />
are also undertaken, such as the building of<br />
four 250 dwt river barges for a US company<br />
in 2003.<br />
In addition to the above, through its<br />
subsidiary COSCO Marine Engineering<br />
(Singapore), COSCO Corporation offers<br />
marine engineering services and ship repair<br />
onsite as well as onboard ships at its<br />
6,571sqm waterfront shipyard in Jurong.<br />
Services provided include engine-room<br />
work, steel work, automation and hydraulic<br />
system repair, air-conditioning and<br />
refrigeration work, electrical work, workshop<br />
machining, precision engineering and the<br />
supply of spare parts.<br />
Over the past decade, COSCO Shipyard<br />
Group has repaired or converted thousands<br />
of ships from all over the world. The<br />
shipyards enjoy long-standing relationships<br />
with some of the most established shipping<br />
companies worldwide, the majority of<br />
whom are in the global top ten. International<br />
clients represent 90% of shipyard turnover,<br />
including major shipping companies in<br />
Greece, Germany, Norway, Denmark,<br />
UK, USA and Japan. The loyalty of these<br />
customers is testament to the quality of<br />
service and competitive pricing they receive,<br />
combined with timely delivery.<br />
The year in review<br />
COSCO Corporation’s ship repair business<br />
performed extremely well during the year<br />
in review, as expected. Specifically, total<br />
earnings from the associate ship repair<br />
and engineering companies increased<br />
over FY2003. Profit before tax soared<br />
to S$35.8 million, or 107% higher than<br />
the S$17 million achieved in FY 2003.<br />
The income contributed by the ship<br />
repair and engineering business this year<br />
represented 3% of COSCO Corporation’s<br />
total turnover. However, as earnings from<br />
the newly acquired shipyards will only be<br />
consolidated and reflected in FY2005, the<br />
contribution from ship repair will increase<br />
significantly, as will the turnover of the whole<br />
Group. It is anticipated that ship repair<br />
and engineering will contribute to 70-80%<br />
of COSCO Corporation’s total turnover in<br />
the future, while the shipping business will<br />
contribute about 20%.<br />
In terms of number of ships repaired and<br />
converted, a total of 499 ships were repaired<br />
and converted at COSCO Shipyard Group<br />
shipyards in FY2004. This was an increase<br />
of 8.9% compared to the 458 ships handled<br />
in the previous year. Considering the fact<br />
that the expansion programme is still<br />
underway and not all the shipyards were fully<br />
operational during the period of review, the<br />
total number of ships repaired or converted<br />
next year is expected to rise significantly.<br />
Types of vessels repaired or<br />
converted in FY2004<br />
Number of ships repaired at COSCO<br />
Shipyard Group shipyards in 2003<br />
and 2004<br />
2003 2004<br />
COSCO SHIPYARD GROUP 458 499<br />
COSCO Nantong 141 144<br />
COSCO Dalian 175 180<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
24<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
EXPANSION PLAN AND<br />
CAPACITIES OF SHIPYARDS<br />
COSCO Nantong<br />
– 2 floating docks (150,000 dwt, 80,000 dwt),<br />
3 berths (1.1km total)<br />
– Total 230,000 dwt<br />
COSCO Dalian<br />
– 2 floating docks (180,000 dwt,<br />
80,000 dwt), 1 dry dock (150,000 dwt),<br />
6 berths (1.6km total)<br />
– Total 410,000 dwt<br />
COSCO Guangzhou<br />
– 1 floating dock (Panamax size, 80,000 dwt),<br />
1 berth (405m)<br />
– Total 80,000 dwt<br />
COSCO Shanghai<br />
– 1 floating dock (30,000 dwt),<br />
1 berth (235m)<br />
– Total 30,000 dwt<br />
COSCO Xiamen<br />
– 1 floating dock (20,000 dwt)<br />
– 1 dry dock (35,000 dwt)<br />
– Total 55,000dwt<br />
COSCO Tianjin<br />
– 1 workshop<br />
COSCO Zhoushan<br />
– 1 dry dock (150,000 dwt)<br />
– 1 berth (500m)<br />
– Total 150,000 dwt<br />
Expansion initiatives<br />
COSCO Corporation is currently engaged<br />
in an aggressive expansion programme<br />
aimed at propelling its ship repair business<br />
to the top of the industry. The company is<br />
also developing its capabilities in higheryield,<br />
value-added services such as oil rig<br />
manufacture and repair, a promising growth<br />
driver in COSCO Corporation’s future.<br />
At COSCO (Dalian) Shipyard, work on a<br />
300,000 dwt floating dock commenced this<br />
year and is expected to be completed in<br />
October 2005. This new VLCC dock slated<br />
for completion in FY2005 will further boost<br />
the shipyard’s capacity by 31%. At COSCO<br />
(Zhoushan) Shipyard, work began on two<br />
additional berths and a 500,000 dwt dry<br />
dock early this year, which will come on<br />
stream in second quarter of FY2005 and<br />
second quarter of FY2006 respectively.<br />
These will be followed by the building of two<br />
smaller capacity dry docks in FY2006 and<br />
2007. By 2007, there will be a total of<br />
6 berths and four dry docks in Zhoushan.<br />
Upon completion, the Zhoushan shipyard<br />
will be the largest in China. Of even greater<br />
significance, its dry dock capacity will also<br />
be the greatest in China, with the ability<br />
to accommodate two VLCCs (“Very Large<br />
Crude Carriers”) for repair concurrently, and<br />
oil rigs. This increased capacity combined<br />
with the ability to undertake oil manufacture<br />
and repair will propel COSCO Corporation<br />
to the forefront of the still-underdeveloped<br />
offshore repair industry in China. It will<br />
also enable COSCO Corporation to charge<br />
premium prices, as Zhoushan shipyard<br />
will be the only shipyard in mainland China<br />
capable of repairing oil rigs.<br />
In the meantime, COSCO Corporation’s<br />
other shipyards under the COSCO Shipyard<br />
Group are also undergoing upgrading to<br />
enhance their capacities. This includes<br />
COSCO (Shanghai) Shipyard Co., Ltd which<br />
acquired a 30,000 dwt floating dock during<br />
the year in review.<br />
When all expansion works are completed<br />
and the shipyards are fully operational, it is<br />
expected that earnings from ship repair and<br />
engineering will grow by an average double<br />
digit growth per year, and will form the<br />
largest portion of the COSCO Corporation’s<br />
total revenue for the foreseeable future.<br />
Honing operational excellence<br />
COSCO Corporation’s increasing ship repair<br />
capabilities and capacities are paired with<br />
consistently high quality service standards.<br />
These are maintained through rigorous<br />
quality control checks and service training,<br />
as well as the application of the industry’s<br />
best practices in ensuring operational<br />
excellence. Additionally, our shipyards’<br />
staff’s expertise is regularly upgraded to<br />
SembCorp Marine’s standards in terms<br />
of management training and technology<br />
transfer. All the shipyards’ operating units<br />
have ISO9000 series accreditation. COSCO<br />
(Dalian) is the first shipyard in China to have<br />
been awarded ISO9001 certification for<br />
quality management across its operations.
25<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
COSCO Corporation’s shipyards are<br />
equipped with top-of-the-line facilities.<br />
Besides being supported by excellent<br />
infrastructure, advanced IT systems and<br />
superb communications networks, the<br />
shipyards have generous sea frontage<br />
conducive to berthing operations. In addition<br />
to the current expansion programme, all<br />
shipyards undergo regular upgrading and<br />
enhancement.<br />
Timing is another attraction factor with<br />
COSCO Corporation. The strategic location<br />
of all its seven shipyards, in particular, the<br />
Zhoushan Shipyard, along China’s bustling<br />
coastline and the international shipping<br />
routes places COSCO Corporation’s<br />
shipyards in prime position to service ships<br />
requiring repairs and fast turnaround times.<br />
This gives it a competitive edge over other<br />
Chinese shipyards.<br />
Outlook and prospects<br />
The expected increase in global trade<br />
and shipping activity over the next few<br />
years as the Chinese economy grows<br />
promises a positive outlook for the ship<br />
repair industry in China. Combined with<br />
the inevitable ageing of the world’s fleet,<br />
and the increasingly stringent seaworthy<br />
standards imposed by insurers and<br />
international maritime industry regulations,<br />
the opportunity this represents for COSCO<br />
Corporation’s shipyards is enormous, and<br />
growing. COSCO Corporation’s increased<br />
ship repair capabilities and capacities will<br />
simply allow it to seize the advantage and<br />
capture more growth.<br />
China’s share of the global ship repair<br />
market is approximately 3.8%, of which the<br />
COSCO Shipyard Group represented 18.5%<br />
in FY2003. With China’s low cost base and<br />
its growing reputation for quality work, all<br />
signs point to a further rise in global market<br />
share in the coming year, with COSCO<br />
Shipyard Group in pole position to capture<br />
an even bigger slice. Beyond organic growth<br />
however, COSCO Corporation will also be<br />
sourcing for M&A opportunities to strengthen<br />
the ship repair business even more.<br />
The oil rig manufacture and repair business<br />
is anticipated to become one of the key<br />
revenue drivers in the future. Three factors<br />
for this inference are a perceived rising need<br />
for such specialised services in the future<br />
with the inevitable deterioration of oil rigs<br />
around the world, COSCO Corporation’s<br />
relative lack of major competitors in this field<br />
in the region, and COSCO Corporation’s<br />
increasing and as yet unrivalled capacity<br />
in oil rig manufacture and repair.<br />
It is therefore anticipated that as the global<br />
demand for ship and oil rig repair increases<br />
and China grows to become one of the<br />
major ship repair hubs of the world, COSCO<br />
Corporation will benefit from this trend, with<br />
another year of significant income and profit<br />
growth expected in FY2005.<br />
COSCO Corporation’s stakes in<br />
shipyards as of 31 Dec 2004<br />
COSCO Nantong 50%<br />
COSCO Dalian 40%<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
26<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
<strong>Shipping</strong> Agency<br />
Costar <strong>Shipping</strong> Pte Ltd was established as the sole shipping<br />
agent of COSCO Corporation and its parent, the COSCO Group,<br />
in Singapore. Costar <strong>Shipping</strong> acts on behalf of the entire COSCO<br />
Group fleet, including all vessels owned and operated by the<br />
COSCO Group’s various subsidiaries.
27<br />
Operations Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Costar <strong>Shipping</strong> canvasses for cargo from<br />
both existing and potential clients to ensure<br />
that the COSCO Group’s vessels transiting<br />
through Singapore are loaded to maximum<br />
tonnage capacity. On average, about<br />
80 percent of the total shipments handled<br />
by Costar <strong>Shipping</strong> are transshipment<br />
consignments.<br />
In addition to its key role in cargo brokerage<br />
on behalf of COSCO Group’s vessels, Costar<br />
<strong>Shipping</strong> provides a full suite of agency<br />
services for full container and break-bulks.<br />
Costar <strong>Shipping</strong>’s comprehensive range<br />
of services covers document preparation<br />
including bills of lading and delivery orders,<br />
collection of freight, cargo operation, vessel<br />
husbanding, customs declaration, port<br />
authority coordination, administration and<br />
settlement of cargo claims, transshipment<br />
management, bunkering services and<br />
container handling.<br />
The bulk of Costar <strong>Shipping</strong>’s business is<br />
the provision of containerisation services<br />
to COSCO Container Lines’ customers.<br />
The agency handles virtually any type<br />
of containers from OOG (out-of-gauge)<br />
containers and GP or general purpose<br />
units also called dry containers, to reefer<br />
containers and hazardous containers (for<br />
dangerous cargo). Together with COSCO’s<br />
partner vessels from other carrier<br />
companies, Costar <strong>Shipping</strong> provides<br />
containerisation services of about 100<br />
to 110 vessels a month.<br />
In addition, Costar <strong>Shipping</strong> provides<br />
value-added services such as trucking,<br />
freight forwarding, stuffing, container<br />
depots, warehousing and storage.<br />
The year in review<br />
FY2004 was certainly a good year for Costar<br />
<strong>Shipping</strong>, with cargo demand outstripping<br />
supply globally, leading to rising freight<br />
rates. As a result, Costar <strong>Shipping</strong> achieved<br />
a 9% increase in profit to S$2.5 million<br />
in FY2004 from S$2.3 million in FY2003.<br />
Revenue remained steady at S$15.7 million<br />
in FY2004, compared to S$15.8 million<br />
in FY2003.<br />
Enhancing competitiveness with IT<br />
Costar <strong>Shipping</strong> always seeks to maintain<br />
its edge in a competitive market through the<br />
combined offering of attractive costs and<br />
high-quality, value-added services. In order<br />
to enhance its customer services, Costar<br />
<strong>Shipping</strong> launched a new e-commerce<br />
online platform during the year. This platform<br />
enables customers to track their cargo and<br />
access other customer-specific information<br />
online, at any time of the day, anywhere in<br />
the world.<br />
Outlook and prospects<br />
Costar <strong>Shipping</strong>’s business objectives are<br />
aligned with COSCO Corporation’s business<br />
strategies and corporate vision, and that of<br />
the parent COSCO Group. Bearing in mind<br />
that COSCO Group capacity in FY2004 was<br />
not enough to meet demand, revenue would<br />
have been even higher if the capacity was<br />
available. In order to capture this revenue<br />
growth, in addition to the planned expansion<br />
of COSCO Corporation’s dry bulk carrier<br />
fleet over the next two years, COSCO Group<br />
has also been gradually expanding its fleet<br />
of container ships by eight more 5,500 TEU<br />
vessels during the current year. These<br />
container ships will be phased in by<br />
second quarter 2005.<br />
Costar <strong>Shipping</strong> will therefore be ramping<br />
up its marketing efforts in FY2005 to<br />
canvass for more cargo to fill the new<br />
capacity. Currently, Costar <strong>Shipping</strong><br />
maintains long-term and mutually beneficial<br />
business relationships with a stable of clients<br />
consisting of large, international corporations<br />
in key industries worldwide. The company<br />
will expand this client base through<br />
marketing and promotion efforts, and by<br />
leveraging its network of agents and<br />
industry partners worldwide.<br />
With demand for containerised and dry bulk<br />
cargo in the international shipping industry<br />
still on the rise, the prospects for FY2005<br />
look very promising. Global demand for<br />
capacity is likely to outstrip supply for the<br />
foreseeable future, which means that the<br />
current strong freight rates are likely to<br />
remain firm. Combined with the scheduled<br />
capacity expansions by COSCO Corporation<br />
and COSCO Group, and the growing volume<br />
of trade with China, we expect another year<br />
of revenue and profit growth for Costar<br />
<strong>Shipping</strong> in 2005.<br />
Coslink (M) Sdn. Bhd. functions as the<br />
general shipping agent in Malaysia for the<br />
COSCO Group’s entire fleet of ships, and<br />
provides the same comprehensive range<br />
of services as Costar in Singapore.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
28<br />
Inside COSCO Corporation<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Inside COSCO<br />
Corporation
29<br />
Inside COSCO Corporation<br />
COSCO Corporation<br />
(Singapore) Limited<br />
HUMAN RESOURCES<br />
Developing our people<br />
COSCO Corporation firmly believes that<br />
in order to realise its aspiration to become<br />
a world-class shipping and ship repair<br />
company, it has to attract, nurture and<br />
retain highly talented and committed<br />
people. COSCO Corporation seeks to<br />
continually build up its human capital in four<br />
fundamental ways – recruitment, training,<br />
succession planning and motivation.<br />
The first way is through the recruitment of<br />
quality staff, and in this respect COSCO<br />
Corporation seeks to source the kind of<br />
human talent that will propel the organisation<br />
forward in the future. Every year, COSCO<br />
Corporation carries out recruitment drives<br />
at the top universities in China to source<br />
for excellent graduates from a range of<br />
disciplines. In this way the business is<br />
enriched by the fresh perspectives and<br />
dynamism of young minds.<br />
The second is through training and skills<br />
development, which is imparted through<br />
a mix of in-house courses, professional<br />
courses in institutions of technical or higher<br />
learning, and training from international<br />
industry partners.<br />
Internally, regular in-house training courses<br />
are conducted for all levels of staff, to<br />
upgrade their skills and knowledge base.<br />
Prior to their commencement of work<br />
in shipping and ship repair operations,<br />
technical workers receive one to three<br />
months of prerequisite training in their<br />
areas of specialisation to equip them with<br />
the required technical skills. To maintain<br />
a rigorous quality standard across the<br />
organization, all technical workers are<br />
required to pass technical examinations<br />
in order to qualify for a permit that allows<br />
them to work on the ships. Their skills are<br />
then upgraded and honed on an ongoing<br />
basis through further in-house training<br />
for two weeks to one month each year. In<br />
addition, appraisals of all staff members<br />
are conducted every year to facilitate the<br />
evaluation of individual work performance.<br />
All staff receive regular upgrading of their<br />
information technology skills through<br />
in-house training or system training<br />
conducted by our vendors. When COSCO<br />
Group adopted the universal SAP system<br />
Group-wide this year, we sent several staff<br />
members to China for a month to learn<br />
about the new system so that they could<br />
help both in the implementation of the SAP<br />
system within COSCO Corporation and in<br />
the training of its use by all staff. Similarly,<br />
during the year, management level and<br />
key operational staff underwent training in<br />
the use of the IRIS-2 system which was<br />
introduced recently to better manage our<br />
electronic data. Likewise our financial staff<br />
received training from certified accounting<br />
firm Price Waterhouse Coopers.<br />
COSCO Corporation also leverages the<br />
international expertise of its partners to<br />
introduce new capabilities or train staff in<br />
a number of areas including engineering,<br />
management and safety. A prime example<br />
is COSCO Corporation’s strategic<br />
collaboration with Singapore’s SembCorp<br />
Marine to train and nurture key personnel<br />
in the management of the ship repair and<br />
engineering business.<br />
Middle management members are offered<br />
opportunities to further their knowledge and<br />
skills in institutions of higher learning such<br />
as the Nanyang Technological University<br />
in Singapore. Key senior management<br />
members are sent to countries with a strong<br />
maritime tradition such as Norway, in order<br />
to learn from the best in the industry.<br />
COSCO Corporation recognizes that the<br />
future success of the enterprise depends<br />
largely on the quality of the leadership,<br />
which in turn is dependent on effective<br />
succession planning. The individuals at the<br />
helm of COSCO Corporation are specially<br />
identified and selected in an ongoing<br />
succession planning programme. Potential<br />
leaders are then specifically groomed for top<br />
management roles via training programmes<br />
with strategic partners, as well as<br />
institutions of higher learning.<br />
Motivating our workforce<br />
The final way in which COSCO Corporation<br />
seeks to build the kind of committed<br />
workforce that will project its future growth,<br />
is through motivation. A motivated workforce<br />
is a productive workforce. Thus, besides<br />
financial incentives, COSCO Corporation has<br />
several programmes that aim to enhance<br />
staff loyalty and boost the productivity of<br />
the workforce.<br />
One such programme is the “Model<br />
Employee of the Company” award, open to<br />
all employees. Every year, model employees<br />
are selected to receive this award, based on<br />
their work performances for the year. Among<br />
other incentives, the selected employees<br />
are each given a week-long visit to China<br />
comprising of a visit to the COSCO Group’s<br />
Beijing headquarters.<br />
Another incentive is the Employee Share<br />
Options Plan (ESOP). Introduced in 1994,<br />
the ESOP is offered to key staff members<br />
such as senior management members<br />
and senior staff members as a tool for<br />
motivation. During the year in review, most<br />
of the options were exercised, demonstrating<br />
the high level of commitment there is to the<br />
company’s well-being.<br />
Ensuring staff welfare<br />
COSCO Corporation places the highest<br />
importance on staff well-being and several<br />
policies have been put in place to ensure<br />
that its staff keep in the best of health,<br />
and safe.<br />
Health benefits include yearly health checks<br />
and comprehensive medical insurance<br />
covering incidentals like dental charges and<br />
flu vaccinations. All COSCO Corporation’s<br />
ships carry medical personnel, and the<br />
shipyards have medical facilities on site.<br />
In terms of safety, COSCO Corporation<br />
has a reputation for maintaining the highest<br />
possible levels of safety throughout its three<br />
core business units. Safety standards are<br />
aligned with the industry’s best practices<br />
such as the International Safety Programme,<br />
and rigorously applied with stringent checks,<br />
as our ISO9002 accreditations demonstrate.<br />
In the ship repair unit, an internal safety<br />
audit team regularly conducts random spot<br />
checks at COSCO Corporation’s seven<br />
shipyards in China to ensure that safety<br />
standards are kept at high levels at all times.<br />
In the shipping business, COSCO<br />
Corporation’s high standards of safety<br />
recently received recognition through both<br />
ISO9002 certification and the United States<br />
Coastguards’ “Qualship 21: certificate of<br />
eligibility”. Widely considered the most<br />
rigorous and prestigious award in the<br />
international shipping industry, the latter was<br />
awarded to three of COSCO (Singapore)’s<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
30<br />
Inside COSCO Corporation<br />
COSCO Corporation<br />
(Singapore) Limited<br />
fleet this year – COS Cherry, COS Intrepid<br />
and COS Joy – for their high quality<br />
practices in sustaining marine safety and<br />
environmental protection. This certification<br />
enables marine vessels to enter US waters<br />
without the need for US Coastguard<br />
clearance, for up to two years.<br />
INFORMATION TECHNOLOGY<br />
Along with its parent, the COSCO Group,<br />
COSCO Corporation is constantly looking<br />
at ways to leverage modern technology<br />
to enhance its services and business<br />
processes. Within the international<br />
shipping industry, more and more shipping<br />
transactions are being handled online, as are<br />
internal administrative functions. COSCO<br />
Corporation is therefore committed to<br />
keeping ahead in the new economy through<br />
the regular upgrading and enhancement of<br />
its information technology infrastructural<br />
and support systems.<br />
In order to enhance and streamline<br />
Group-wide communication and business<br />
processes, COSCO Group initiated a<br />
programme two years ago to introduce<br />
SAP software systems across the Group.<br />
This system creates a single integrated<br />
platform for management information,<br />
business analysis, financial management,<br />
human capital management, operations<br />
and corporate services.<br />
As part of this Group-wide technology<br />
enablement process, in FY2004 COSCO<br />
Corporation upgraded its corporate finance<br />
management system by integrating it with<br />
the Group SAP system. During the year,<br />
it also expanded its communications<br />
capabilities and business networking<br />
opportunities through the creation and<br />
implementation of new and improved<br />
e-commerce platforms.<br />
The advanced network now created<br />
enables seamless information integration,<br />
management and delivery, a critical<br />
component in the enabling of smooth<br />
transportation and logistics operational<br />
processes for COSCO Corporation and<br />
the COSCO Group. A main network<br />
links COSCO Group and its subsidiaries,<br />
delivering secure digital information across<br />
the Group.<br />
Our e-commerce platforms open up a world<br />
of business opportunities to us, bringing<br />
us closer to the customer and enabling<br />
us to conduct business electronically. In<br />
our shipping agency business unit, Costar<br />
<strong>Shipping</strong> introduced IRIS, a user-friendly<br />
information system enabling our customers<br />
to obtain real-time tracking information<br />
about their cargo at their own convenience.<br />
These information technology systems are<br />
developed by the COSCO Group’s in-house<br />
IT department. Staffed by IT professionals,<br />
the IT department is responsible for the<br />
maintenance and regular upgrading of all<br />
IT systems in the COSCO Group and its<br />
subsidiaries, as well as for the development<br />
of new, advanced IT support systems and<br />
functions. COSCO Corporation also has a<br />
dedicated IT department, responsible for<br />
the integration, maintenance and ongoing<br />
upgrading of the Group systems in order to<br />
improve work productivity internally and<br />
to provide increasing convenience<br />
to customers.<br />
CORPORATE SOCIAL RESPONSIBILITY<br />
At COSCO Corporation, a sense of<br />
responsibility to society as a whole is<br />
enshrined as a core value. We are committed<br />
to enhancing the welfare of the community<br />
at large, as well as adopting practices in<br />
our operations that cause the least possible<br />
damage to the natural environment.<br />
Caring for the less fortunate<br />
In FY2004, as part of our annual charity<br />
donations, COSCO Corporation donated<br />
more than S$50,000 in total to a variety of<br />
charity organisations. These included cash<br />
donations, fundraising and the sponsorship<br />
of charity events, and participation in<br />
charity fundraisers.<br />
Specifically, during the year, COSCO<br />
Corporation sponsored and participated<br />
in the SGX Bull Run. COSCO Corporation<br />
donated S$25,000 in total in order to support<br />
the running of the event. A management<br />
member from COSCO Corporation took part<br />
in the event, which involved a run to raise a<br />
donations for ten charity organisations.<br />
COSCO Corporation also donated money to<br />
the Community Chest through the Singapore<br />
Police Force’s charity drive as well as the<br />
Community Chest in FY2004.<br />
Protecting the environment<br />
In order to minimise the environmental<br />
impact of its shipping and ship repair<br />
and engineering businesses, COSCO<br />
Corporation applies rigorous standards<br />
of environmental safety in its operational<br />
processes. The US Coastguard “Qualship<br />
21: certificate of eligibility” and ISO9002<br />
certification mentioned above in the HR<br />
section include stringent environmental<br />
standards as part of the evaluation<br />
criteria. Above and beyond conformity to<br />
international environmental standards, the<br />
award of these certifications demonstrates<br />
the consistently high standards of pollution<br />
control and environmental safety achieved<br />
by COSCO Corporation.<br />
Nurturing the business community<br />
Above and beyond its commitment to<br />
the best international practices of its<br />
own industry, COSCO Corporation has<br />
a sense of responsibility to encourage<br />
and share best practice with the Chinese<br />
business community in Singapore as a<br />
whole. Its President, Mr Ji, in his recent<br />
appointment as the acting Chairman of the<br />
Chinese Enterprises Association (CEA),<br />
has undertaken the task of providing<br />
courses in corporate governance to<br />
publicly-listed Chinese firms in Singapore.<br />
Through these courses, Mr Ji hopes to<br />
encourage greater transparency and good<br />
corporate governance practices among<br />
Chinese enterprises so that the interests of<br />
shareholders would be better protected.<br />
As a board member of the Singapore<br />
International Chamber of Commerce,<br />
Mr Ji also seeks to promote good<br />
commercial practices by enterprises across<br />
industries, including COSCO Corporation.
31<br />
Inside COSCO Corporation<br />
COSCO Corporation<br />
(Singapore) Limited<br />
HUMAN RESOURCES<br />
Staff profile by age group<br />
Below 25 yrs 24 (12%)<br />
26-35 yrs 61 (32%)<br />
36-50 yrs 82 (43%)<br />
Above 50 yrs 25 (13%)<br />
Total 192 (100%)<br />
Staff profile by qualification<br />
Master’s degree 10 (5%)<br />
Degree 43 (22%)<br />
A levels (high school) 95 (50%)<br />
O levels (middle school) 34 (18%)<br />
Primary schl (below middle) 10 (5%)<br />
Total 192 (100%)<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
32<br />
Board of Directors<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Capt. Wei Jia Fu<br />
Chairman &<br />
Non-Executive Director<br />
Ji Hai Sheng<br />
President &<br />
Executive Director<br />
Yao Hong<br />
Vice President &<br />
Executive Director<br />
Li Jian Hong<br />
Non-Executive<br />
Director
33<br />
Board of Directors<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Sun Yue Ying<br />
Non-Executive<br />
Director<br />
Zhou Lian Cheng<br />
Non-Executive Director<br />
Tom Yee Lat Shing<br />
Non-Executive &<br />
Independent Director<br />
Wang Kai Yuen<br />
Non-Executive &<br />
Independent Director<br />
Er Kwong Wah<br />
Non-Executive &<br />
Independent Director<br />
irector<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
34<br />
Board of Directors’ Profile<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Capt. Wei Jiafu<br />
Chairman and Non-Executive Director<br />
Capt. Wei Jiafu, President and CEO of<br />
COSCO, has headed the China Ocean<br />
<strong>Shipping</strong> (Group) Company (COSCO) since<br />
November 1998. Prior to that, he was in<br />
charge of COSCO’s asset operations and<br />
management as a senior executive in<br />
many COSCO subsidiaries in China and<br />
abroad. During his tenure as the President<br />
of COSCO (Singapore) Ltd, he turned it into<br />
a public listed company in 1993, marking<br />
COSCO’s entrance into the international<br />
capital market.<br />
With over ten years of seafaring experience<br />
as a captain and a PhD in ship and ocean<br />
structural design and manufacture and<br />
a master’s in shipping, Capt. Wei has<br />
a wealth of knowledge in international<br />
shipping management and operations.<br />
Capt. Wei has won awards for his<br />
contributions to the international shipping<br />
industry such as the ‘Economic Booster<br />
Award’ by the Massachusetts Alliance<br />
for Economic Development (MAED) in<br />
November 2004, and ‘Port Pilot Award’ by<br />
the Port Authority of Long Beach in March<br />
2004. Capt Wei is also a member of the<br />
Panama Canal Authority Advisory Board,<br />
the International Advisory Council of PSA<br />
Corporation and the China Shipowners’<br />
Association, as well as a chairman for<br />
the China Shipowners Mutual Assurance<br />
Association, the China Federation of<br />
Industrial Economics and China Group<br />
Companies Promotion Association,<br />
among others.<br />
Mr Ji Hai Sheng<br />
President and Executive Director<br />
Mr Ji has been the President of both<br />
COSCO Corporation (S) Ltd and COSCO<br />
Holdings (S) Pte Ltd since November 2000.<br />
A graduate from the Sichuan Institute of<br />
Foreign Languages, Mr Ji was employed at<br />
China Ocean <strong>Shipping</strong> Company in 1975,<br />
specialising in Container Operation and<br />
Management. From 1983 to 1988, he was<br />
appointed the Company Representative<br />
in the United States. Subsequently,<br />
Mr Ji was posted to COSCO Beijing as<br />
Director of Sino-European (Container<br />
Service) and Deputy General Manager<br />
(Freight Service Department). In 1992,<br />
Mr Ji became the Managing Director of<br />
COSCO-HIT Terminals (Hong Kong) Ltd<br />
and Assistant President of COSCO (Hong<br />
Kong) Group Company. He proceeded to<br />
become the Deputy Managing Director<br />
of COSCO Container Lines in Beijing four<br />
years later. From 1998 to 2000, Mr Ji was<br />
appointed Managing Director of the Asia<br />
Pacific Regional Headquarters of COSCO<br />
Container Lines.<br />
Mdm Yao Hong<br />
Vice President and Executive Director<br />
Mdm Yao has been the Vice President<br />
of COSCO Holdings (S) Pte Ltd and<br />
COSCO Corporation since November<br />
2000. Born in Beijing, Mdm Yao Hong<br />
graduated from Qingdao Marine College<br />
with a Bachelor in <strong>Shipping</strong> Management.<br />
She additionally holds a Certificate for<br />
professional and technical competence in<br />
Business Management from the Ministry of<br />
Communications. In 1984, Mdm Yao joined<br />
the COSCO Group as the Section Head<br />
in the Management Division. Nine years<br />
later, she became the Section Head of the<br />
Executive Division in COSCO Group and<br />
in 1998, was promoted to Assistant<br />
Division Head.<br />
Mr Li Jian Hong<br />
Non-Executive Director<br />
Mr Li was appointed the Executive Vice<br />
President of COSCO Group in 2000.<br />
Before that, he was the General Manager<br />
of Nantong Shipyard, Nantong Steel<br />
Company, and Nantong <strong>Shipping</strong> Company,<br />
and the Chairman of China International<br />
Marine Containers Co., Ltd.<br />
In 1995, Mr. Li took charge of the<br />
establishment of COSCO Industry<br />
Company and became its General<br />
Manager. He was also assistant to<br />
COSCO’s (COSCO Group) President<br />
and the company’s chief economist.<br />
Mr. Li has years of expertise in corporate<br />
operations and management, particularly<br />
in newbuilding, ship repairing and assets<br />
operating and management. Mr. Li has<br />
an MBA from University of East London,<br />
England, and a Master’s in Economic<br />
Management from Jilin University, China.
35<br />
Board of Directors’ Profile<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Mdm Sun Yue Ying<br />
Non-Executive Director<br />
Mdm Sun joined COSCO Group in 1982,<br />
and became its Chief Financial Officer in<br />
December 2000 and a Party Committee<br />
Member of COSCO Group in April 2004.<br />
Prior to that, she was the Deputy Director<br />
of the Financial Department of COSCO<br />
Tianjin, the Financial Director of COSCO<br />
Japan ,the General Manager of the<br />
Finance & Capital Division of the COSCO<br />
Group, and the Deputy Chief Financial<br />
Officer of COSCO Group. A 1982 maritime<br />
accounting graduate from the Shanghai<br />
Maritime University, Mdm Sun has years<br />
of professional experience in accounting,<br />
assets-operating and financing.<br />
Mr Zhou Lian Cheng<br />
Non-Executive Director<br />
Mr Zhou has been a Non-Executive<br />
Director of COSCO Corporation since<br />
April 2001. He is also a Director and<br />
Vice President of COSCO (Hong Kong)<br />
Group Limited, a Director of COSCO<br />
Pacific Limited and a Director of COSCO<br />
International Holdings Limited. Prior to that,<br />
Mr Zhou was the General Manager of China<br />
Ocean <strong>Shipping</strong> Agency, Nanjing, and<br />
the Deputy General Manager of COSCO<br />
Asia Development Limited and COSCO<br />
(H.K.) Industry & Trade Holdings Limited.<br />
A graduate from Dalian Maritime University,<br />
Mr Zhou has extensive experience in<br />
corporate management.<br />
Mr Tom Yee Lat Shing<br />
Non-Executive & Independent Director<br />
Mr Yee was appointed to the Board on<br />
15 December 1993. He is a Non-Executive<br />
and Independent Director and was last<br />
re-elected as Director on 24 February 2003.<br />
He is Chairman of the Company’s Audit<br />
Committee and member of the Nominating<br />
and Remuneration Committees. Mr Yee<br />
is a Certified Public Accountant and<br />
was a partner of an international public<br />
accounting firm from 1974 to 1989. He<br />
has more than 35 years of experience in<br />
the field of accounting and auditing and<br />
extensive experience in handling major<br />
audit assignments of public listed and<br />
private companies in various industries,<br />
including insurance, manufacturing and<br />
retailing. He is currently a consultant.<br />
Mr Yee also sits on the boards of several<br />
listed companies, and is a fellow member<br />
of the Institute of Chartered Accountants in<br />
Australia, CPA (Australia), CPA (Singapore),<br />
associate member of the Institute of<br />
Chartered Secretaries and Administrators,<br />
and Council Member of CPA (Australia)<br />
– Singapore Division and the Institute of<br />
Certified Public Accountants of Singapore.<br />
Dr Wang Kai Yuen<br />
Non-Executive & Independent Director<br />
Dr Wang was appointed a Non-Executive<br />
Independent Director in 2001. Dr Wang<br />
has been a Member of Parliament for the<br />
Bukit Timah Constituency since 1984.<br />
Dr Wang was previously the Assistant<br />
Director for Research at the Institute of<br />
Systems Science at the National University<br />
of Singapore which he joined in 1982.<br />
Subsequently, he was the Director of Xerox<br />
Singapore Software Centre and Managing<br />
Director of Fuji Xerox Asia Pacific. In his<br />
latter capacity, Dr Wang was built up<br />
the software centre and assisted in the<br />
establishment of similar software centres<br />
in UK, India, China, Brazil and Ireland.<br />
Dr Wang’s directorships include<br />
ComfortDelgro Group Ltd, Asian Micro<br />
Holdings Ltd, Nylect Technologies,<br />
SuperBowl Holdings and Hiap Hoe Ltd.<br />
Mr Er Kwong Wah<br />
Non-Executive & Independent Director<br />
Mr Er is an Independent Director of five<br />
public listed companies, including COSCO<br />
Corporation (Singapore) Ltd. A Colombo<br />
Plan and Bank of Tokyo Scholar, he<br />
obtained a first class honours degree in<br />
Electrical Engineering at the University<br />
of Toronto, Canada, in 1970 and an MBA<br />
from the Manchester Business School,<br />
University of Manchester in 1978. He<br />
is a Board Member of the National<br />
Environment Agency, and Chairman of<br />
its Audit Committee. A former Permanent<br />
Secretary in the Singapore Civil Service, he<br />
had served in various ministries before his<br />
retirement. He is currently the Chairman<br />
of the Toa Payoh Central Citizens<br />
Consultative Committee and a member<br />
of the Bishan-Toa Payoh Town Council.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
36<br />
Management Team<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Yao Hong<br />
Li Jian Xiong<br />
Ji Hai Sheng<br />
Ye Bin Lin<br />
Teo Chuan Teck<br />
Vice President<br />
Vice President<br />
President<br />
Finance Director<br />
Financial Controller<br />
Finance Controller
37<br />
Corporate Structure<br />
COSCO Corporation<br />
(Singapore) Limited<br />
COSCO Corporation<br />
(Singapore) Ltd<br />
COSCO (Singapore) Pte Ltd<br />
( 100% )<br />
Serene Sky <strong>Shipping</strong> Inc.<br />
Greenery <strong>Shipping</strong> Corporation S.A.<br />
Dynamism <strong>Shipping</strong> Corporation S.A.<br />
Cos Glory <strong>Shipping</strong> Inc.<br />
Hanbo <strong>Shipping</strong> Limited<br />
Sanbo <strong>Shipping</strong> Limited<br />
Cos Knight <strong>Shipping</strong> Inc.<br />
Cos Lucky <strong>Shipping</strong> Inc.<br />
Cos Orchid <strong>Shipping</strong> Pte Ltd<br />
Cos Prosperity <strong>Shipping</strong> Pte Ltd<br />
COSCO (Nantong) Shipyard<br />
Co., Ltd ( 50% )<br />
COSCO (Dalian) Shipyard Co.,<br />
Ltd<br />
( 40% )<br />
COSCO Marine Engineering<br />
(Singapore) Pte Ltd ( 90% )<br />
COSCO Engineering Pte Ltd<br />
COSTAR <strong>Shipping</strong> Pte Ltd ( 70% )<br />
Costar Agencies (M) Sdn. Bhd.<br />
CNF <strong>Shipping</strong> Agencies Pte Ltd<br />
CNF <strong>Shipping</strong> (M) Sdn. Bhd.<br />
COSLINK (M) Sdn. Bhd. ( 82.6% )<br />
Harington Property Pte Ltd<br />
( 100% )<br />
COSEM Pte Ltd<br />
( 50% )<br />
COSCO Container Depot Pte Ltd<br />
Marlene International Ltd<br />
( 100% )<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
38<br />
Financial Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Overview<br />
In FY2004, COSCO Corporation underwent further expansion to<br />
extend its focus beyond its traditional shipping business to ship<br />
repair as another major growth driver for the Company. At the same<br />
time, the Company continued building up its shipping business in<br />
order to keep at the forefront of the international shipping industry.<br />
Overall, FY2004 was an excellent year for bulk shipping, producing<br />
the best results attained since the Company’s inception. With the<br />
Baltic Dry Index reaching a historic high and averaging above 4,000<br />
points throughout the year, COSCO Corporation’s shipping arm<br />
reaped excellent profits. These will be sustained in the long-term<br />
by the Company’s adherence to its strategy of locking in profits by<br />
chartering its dry bulk carrier fleet on a long term basis. This mitigates<br />
the risk of the Company being adversely affected by the wide swing<br />
in the conventional shipping cycle.<br />
Long term stability and growth were additionally ensured by the<br />
Company’s strengthening of its stake in the ship repair business<br />
in China, a thriving industry with tremendous potential for growth.<br />
Previously, the Company owned 50% of the COSCO Nantong<br />
shipyard and 40% of COSCO Dalian, acquired on 1 February 2002<br />
and 15 August 2003 respectively.<br />
In September 2004, the Company signed a sale and purchase<br />
agreement to acquire 51% of the COSCO Shipyard Group Co Ltd<br />
to further develop this core business and bring the Company closer<br />
to realising its aspiration of being the largest ship repair company<br />
in China and one of the biggest in the world.<br />
Turnover<br />
The Company recorded a turnover of S$116.3 million for FY2004.<br />
This was an increase of 27% or S$24.4 million compared to FY2003<br />
which recorded S$91.9. This was due to better charter rates.<br />
Specifically, in the shipping business arm, turnover grew by 36.0%<br />
from S$67.4 million in FY2003 to S$92.2 million in FY2004 due to<br />
better charter rates.<br />
Cash flow from operating activities<br />
The cash flow generated from the Company’s operating activities<br />
exceeded that of the previous year. While S$62.8 million was<br />
generated in FY2003, the cash flow generated in FY2004 was higher<br />
at S$70.1 million. This was due to the extraordinary cash surplus<br />
that was derived from the firmer charter hire contracts.<br />
Cash flow from investing activities<br />
Both COSCO Nantong and COSCO Dalian shipyards continued to<br />
do well in FY2004. An increase in the number of ships requiring repair<br />
as well as the shipyards’ provision of higher value, high-tech repairs<br />
which enabled them to generate increased revenue resulted in better<br />
dividends from the two associated companies.<br />
Dividends<br />
A dividend of 1 cent per share was approved at the Company’s AGM<br />
and EGM on 20 April 2004. A special one-time bonus issue of 1 for<br />
every 5 held was also approved. This was a significant improvement<br />
in dividend payouts, and reflected the Company’s expansion of its<br />
capital base to enhance the liquidity of the company’s shares.<br />
For FY2004, the directors are recommending a first and final dividend<br />
of 2 cents per share. This represents a payout ratio of approximately<br />
32% of the profits attributable to the shareholders.<br />
Net borrowings<br />
The Company enjoyed a cash surplus as a result of a strong cash<br />
flow from its shipping business and the dividends income derived<br />
from its two ship repair associates, COSCO Nantong and COSCO<br />
Dalian. The Company’s periodic shipping loans were paid down<br />
according to the repayment schedules in order to trim the Company’s<br />
borrowings. The sale of an aged dry bulk carrier in the third quarter<br />
of FY2004 additionally enabled the Company to reduce its<br />
bank borrowings.<br />
Issued capital<br />
The capital issued in the year under review was S$217 million, an<br />
increase of S$38 million from S$179.6 million employed in FY2003.<br />
The return on issued capital was 30.5% as compared to 13.5%
39<br />
Financial Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
attained in FY2003. This improvement in return on capital employed<br />
is reflective of the Company’s ability to sustain its yield despite its<br />
expansion in the capital base during the year under review.<br />
Financial resources<br />
Besides good financial health, the Company has established good<br />
relations with both local and global financial institutions. As such,<br />
the Company enjoys both a good borrowing ability and secured<br />
credit facilities, available to the Company for the funding of new<br />
investments and other capital requirements. The Company is<br />
rigorous in its meeting of payments and honouring of obligations.<br />
Corporation tax<br />
In August 2003, the Company was awarded another ten years of tax<br />
exemption by the International Enterprise Singapore (iE Singapore)<br />
for its shipping profits under the “Approved International <strong>Shipping</strong>”<br />
scheme. Together with the concessionary tax rates enjoyed by<br />
COSCO Nantong and COSCO Dalian, this has enabled the Company<br />
to enjoy an effective rate much lower than the statutory corporate<br />
tax rate of 20%. The Company anticipates that these tax incentives<br />
will be sustained in the future.<br />
Redeemable convertible cumulative preference<br />
shares (RCCPS)<br />
The Company issued 33 million Redeemable Convertible Cumulative<br />
Preference Shares (RCCPS) in November 1999. These RCCPS<br />
were redeemable at the end of the fifth year. By the end of the tenor<br />
in November 2004, all the RCCPS had been either converted or<br />
redeemed. During 2004, a total of 256,548 RCCPS were converted<br />
to 1,282,740 Ordinary Shares at the approved conversion ratio of<br />
1 RCCPS to 5 Ordinary Shares of 20 cents each.<br />
Basic earnings per share (EPS)<br />
FY2004 recorded an EPS of S$6.1 cents. This was a significant<br />
increase of 125% as compared to S$2.7 in FY2003. This was the<br />
result of healthy profits from both the chartering of the dry bulk carrier<br />
fleet and sustainable profits from the ship repair business operated<br />
by the Company’s associated shipyard companies. The Company<br />
will continue to strive in the generation of quality earnings from its<br />
shipping and ship repair businesses in order to deliver strong EPS by<br />
developing its ship repair business strategically located along China’s<br />
trading coast.<br />
Net asset value per share<br />
In May 2004, the Company also issued a bonus issue of 1 share<br />
for every 5 held, resulting in an expansion of capital base from<br />
S$179.6 million to S$217 million The net asset value per share was<br />
29.67 cents on 1,085,471,000 shares. This was a 17.9% increase<br />
over a NAV of 25.17 cents per share in 2003. This increase was<br />
due to the retained profits the Company had built up over the year<br />
FY2004.<br />
Gross dividends and dividend cover<br />
Over the years, from FY2000 to FY2004, the Company’s paid<br />
dividends has progressively increased from 2.5% to 5% with the<br />
par value of twenty cent each.<br />
Despite a higher dividend payout in the last five years, the Company<br />
also improved on its dividend cover over the last three years from<br />
1.1 to 3.0 times. This indicates that the Company is able to deliver<br />
quality earnings and distribute more dividends to the shareholders.<br />
Although there is no stated dividend payout policy, the Company<br />
endeavours to pay out as much as it can after taking into account<br />
the cash flow needed to fund its expansion plans.<br />
Bonus issue<br />
In the EGM held on 18 May 2004, the Company’s shareholders<br />
approved a bonus issue for 1 share for every 5 held. This rewarded<br />
loyal shareholders and compensated them for the low dividend<br />
payouts over the past years.<br />
Shareholders’ funds and net assets<br />
At the start of FY2004, shareholders’ funds were S$271.2 million.<br />
This grew to S$321.9 million by the end of FY2004. Similarly, over the<br />
year under review, the net assets of the Company consolidating from<br />
S$273.9 million to S$323.6 million. The increase in shareholders’<br />
funds and total assets are indicators of the Company’s growth.<br />
Return on shareholders’ funds<br />
The Company fared well, yielding a healthy return of 20.56% on<br />
shareholders’ funds in FY2004. This was a remarkable increase<br />
as compared to the yield of 8.9% registered in FY2003.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
40<br />
Financial Review<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Simplified group financial position<br />
The financial position of the company during the year under review<br />
was stronger than in the previous year. This reflects the Company’s<br />
effort to divest itself of its non-core businesses and concentrate in<br />
its shipping and ship repair activities.<br />
Borrowings<br />
The total amount of debts owed by the Company as of 31 December<br />
2004 consisted mainly of long term borrowings of S$135.8 million<br />
and short term borrowings of S$26.6 million. After deducting cash<br />
and near cash equivalents of S$94 million, the Company has a net<br />
debt of S$68.4 million.<br />
Gearing<br />
With the strong cash flow and a net cash balance of S$68.4 million,<br />
the gearing ratio stands at 0.2 times over the shareholders’ fund.<br />
This is lower than 0.5 times in FY2003.<br />
Financial resources<br />
The Group maintained sufficient cash and cash equivalent, internal<br />
generated cash flow and access to funding resources through<br />
committed banking facilities. The Company maintained flexibility<br />
in funding by ensuring that sufficient working capital lines were<br />
available for its use as and when needed.<br />
Financial<br />
Risk management is carried out under policies approved by the<br />
Board of Directors. The Board approve guidelines for overall risk<br />
management, including policies covering these areas:<br />
Foreign currencies rate risk<br />
The Company monitors its foreign currency exchange risks closely<br />
and will use derivative financial instruments to hedge their exposure<br />
when the exposure is significant.<br />
Interest rate risk<br />
The Company monitors the interest rates on borrowings closely to<br />
ensure that the borrowings are maintained at favourable rates, and<br />
will use derivative financial instruments to hedge the exposure when<br />
the exposure is significant.<br />
Credit risk<br />
The Company has policies in place to ensure that customers are<br />
of adequate financial standing and have appropriate credit history.<br />
Prudent liquidity risk management involves maintaining sufficient<br />
cash and funding through adequate and available credit facilities.<br />
Due to the dynamic nature of the Company’s businesses, the<br />
Company maintains flexibility in funding by keeping adequate<br />
credit facilities secured with established financial institutions.<br />
RISK MANAGEMENT OPERATION<br />
The Company takes its operations’ safety measures very seriously.<br />
The Company ensures that all safety measures are always in<br />
compliance with ISO standards and audits. Spot checks and<br />
dialogues at all workplaces are conducted on a regular basis to<br />
help maintain high standards of safety.
41<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
CORPORATE GOVERNANCE STATEMENT<br />
This statement describes the corporate governance policies<br />
and practices of Cosco Corporation (Singapore) Limited (the<br />
“Company”) during the financial year under review. This is in line<br />
with the Singapore Exchange Securities Trading Limited (“SGX-<br />
ST”) requirement that issuers describe their corporate governance<br />
practices with specific reference to the Code of Corporate<br />
Governance (the “Code”) in their annual reports.<br />
Cosco Corporation (Singapore) Limited (the “Company”) is<br />
committed to practising good standards of corporate governance<br />
within the Company and its subsidiaries (the “Group”). The Group’s<br />
policies and practices are developed in full compliance with<br />
statutory and regulatory requirements to enhance transparency and<br />
accountability as well as to protect the interests of stakeholders. This<br />
is ensured by various self-regulatory and monitoring mechanisms<br />
implemented within the Group.<br />
BOARD MATTERS<br />
Principle 1: The Board’s conduct of its affairs<br />
The principal functions of the Board are to guide the corporate<br />
strategy and direction of the Company; to ensure effective<br />
management and safeguard the quality and integrity of the<br />
leadership, and to provide oversight in the proper conduct of the<br />
Company’s business.<br />
The Board comprises nine directors of whom two are executive<br />
directors, four are non-executive and three are non-executive<br />
independent directors. It also has four alternate directors to represent<br />
directors who are stationed overseas. The profile of the Directors are<br />
found on pages 34 and 35 of this Annual Report.<br />
The roles of Chairman and the President are undertaken by separate<br />
persons so as to create a clear division of responsibilities and<br />
maintain an effective oversight.<br />
The Board meets regularly to review the business strategies of the<br />
Group, and deliberate upon the tactical decisions of the Company<br />
and its subsidiaries including acquisitions and disposals. It also<br />
meets to review and approve the annual budget, the performance of<br />
the business, and the release of the quarterly and year-end results. .<br />
Where necessary, additional board meetings are also held on an ad<br />
hoc basis to address significant issues and transactions. The Board<br />
also meets to review the internal controls of the company and its<br />
subsidiaries, the internal and external audit reports, and executive<br />
directors’ remuneration. The Board members’ attendance at Board<br />
meetings and Board Committee meetings is shown on page 42.<br />
Besides attendance at formal meetings, a director’s contribution<br />
includes the guidance he provides the Management with, as well<br />
as the strategic relationships he brings to the Group. Changes to<br />
regulations and accounting standards are monitored closely by<br />
Management. Directors receive regular updates on relevant new<br />
laws and regulations, and evolving commercial risks and business<br />
conditions from the Company’s relevant advisors.<br />
Newly appointed directors are provided with background information<br />
about the Company and the Group, and are invited to visit the<br />
Group’s operations to enrich their understanding of its business<br />
operations. The Company’s Articles of Association also provide for at<br />
least one third of the Directors to retire from office by rotation at each<br />
Annual General Meeting (“AGM”). Retiring directors are eligible for<br />
re-election at the AGM.<br />
BOARD COMPOSITION AND BALANCE<br />
Principle 2: Strong and independent element on the Board<br />
The Board comprises the following members:<br />
1. Capt. Wei Jia Fu (Non-Executive)<br />
2. Mr Ji Hai Sheng (Executive)<br />
3. Mdm Yao Hong (Executive)<br />
4. Mr Li Jian Hong (Non-Executive)<br />
5. Mdm Sun Yue Ying (Non-Executive)<br />
6. Mr Zhou Lian Cheng (Non-Executive)<br />
7. Mr Tom Yee Lat Shing (Non-Executive/Independent)<br />
8. Dr Wang Kai Yuen (Non-Executive/Independent)<br />
9. Mr Er Kwong Wah (Non-Executive/Independent)<br />
10. Mr Gu Qi Chang (Alternate to Mr Wei Jia Fu)<br />
Resigned on 31/12/2004<br />
11. Mr Li Jian Xiong (Alternate to Mr Li Jian Hong)<br />
12. Mr Ye Bin Lin (Alternate to Ms Sun Yue Ying)<br />
13. Mr Liu De Tian (Alternate to Mr Zhou Lian Cheng)<br />
The majority of the directors are non-executive and independent of<br />
management. Together with a clear distinction between the roles of<br />
the Chairman and the President, this ensures an appropriate balance<br />
of power and authority at the top of the Group.<br />
The current size of the Board is appropriate for the facilitation of<br />
decision making. The Board will continue to review the size of the<br />
Board on an ongoing basis.<br />
The Board has three board committees, namely an Audit Committee,<br />
a Nominating Committee and a Remuneration Committee to assist<br />
in the effective discharge of specific functions in the Company. All<br />
Committees are chaired by an independent Director and consist<br />
mainly of independent directors.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
42<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
As a team, the Board collectively provides core competencies in the areas of accounting, finance, business and management, as well as<br />
industry knowledge. The Directors’ academic and professional qualifications are shown on pages 34 and 35.<br />
During the year, the Board met, formally, a total of nine times, and also as warranted by particular circumstances or deemed appropriate by<br />
the Board members.<br />
Directors’ attendance at meetings of the Board and other Committees during the year is as follows:<br />
Name Board Audit Nominating Remuneration<br />
Committee Committee Committee<br />
Number of Meetings held: 9 Number of Meetings held: 5 Number of Meetings held: 1 Number of Meetings held: 2<br />
Number of Meetings attended Number of Meetings attended Number of Meetings attended Number of Meetings attended<br />
Wei Jia Fu – NA NA NA<br />
Sun Yue Ying – NA NA NA<br />
Ji Hai Sheng 9 NA 1 2<br />
Yao Hong 8 NA NA NA<br />
Zhou Lian Cheng – NA NA NA<br />
Li Jian Hong – NA NA NA<br />
Tom Yee Lat Shing 8 5 1 2<br />
Dr Wang Kai Yuen 8 5 1 2<br />
Er Kwong Wah 7 5 1 2<br />
Gu Qi Chang<br />
(Alternate to Wei Jia Fu) 4 NA NA NA<br />
Ye Bin Lin<br />
(Alternate to Sun Yue Ying) 9 4 NA NA<br />
Liu De Tian<br />
(Alternate to Zhou Lian Cheng) 9 NA NA NA<br />
Li Jian Xiong<br />
(Alternate to Li Jian Hong) 8 NA NA NA<br />
NA: Not Applicable<br />
CHAIRMAN AND CHIEF EXECUTIVE OFFICER<br />
Principle 3: Clear division of responsibilities at the top of the Company<br />
There is a clear division of responsibility between the Chairman and the President.<br />
The Chairman is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance process. In his absence,<br />
his appointed alternate and/or the President would act on his behalf.<br />
The President is the most senior executive in the Company and has full executive responsibilities over the business directions and operational<br />
decisions of the Group. He works closely with the Board to implement the policies set by the Board to realise the Group’s vision.
43<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
BOARD MEMBERSHIP<br />
Principle 4: Formal and transparent process for appointment<br />
of new directors<br />
To create a formal and transparent process for the appointment of<br />
new directors, the Board has formed a Nominating Committee. This<br />
comprises the following members, a majority of whom, including the<br />
Chairman, are independent:<br />
Dr Wang Kai Yuen (Chairman) (Non-executive/Independent)<br />
Mr Ji Hai Sheng<br />
(Executive/Non-Independent)<br />
Mr Tom Yee Lat Shing (Non-executive/Independent)<br />
Mr Er Kwong Wah<br />
(Non-executive/Independent)<br />
The role of the Nominating Committee is to make recommendations<br />
to the Board on all Board appointments. The Nominating Committee<br />
is responsible for re-nominating directors after reviewing their<br />
performance and contribution to the effectiveness of the Board.<br />
In addition, the Nominating Committee reviews and determines<br />
annually whether or not a director is independent, and makes the<br />
appropriate disclosures.<br />
In accordance with the Company’s Articles of Association,<br />
one-third of our directors retire by rotation and subject themselves<br />
to re-election at every AGM. The President who is a member of<br />
the Board must also subject himself to retirement by rotation and<br />
re-election by shareholders. This is to ensure that no director stays<br />
in office for more than three years without being re-elected by<br />
shareholders, and to enable shareholders to exercise their right to<br />
scrutinise and select all Board members.<br />
The Nominating Committee held one meeting during the year<br />
under review.<br />
BOARD PERFORMANCE<br />
Principle 5: Formal assessment of the effectiveness of the Board<br />
and contributions of each director<br />
The Board’s performance is ultimately reflected in the performance of<br />
the Company. In addition to its fiduciary duties, the Board is charged<br />
with setting the strategic direction of the Company, and ensuring that<br />
the Company is ably managed.<br />
The Nominating Committee uses objective and appropriate<br />
quantitative and qualitative criteria to assess the performance<br />
of individual directors, and the Board as a whole. Assessment<br />
parameters include the attendance records of the directors<br />
at Board or Committee meetings, the level of participation at<br />
such meetings,the quality of Board processes and the business<br />
performance of the Group.<br />
ACCESS TO INFORMATION<br />
Principle 6: Provision of Board members with complete,<br />
adequate and timely information<br />
Board members are provided with management information<br />
pertaining to such areas as detailed divisional performance, variance<br />
analysis, budgets, forecasts, the funding positions and cashflow<br />
projections of the Group, to help them carry out their responsibilities<br />
effectively. In addition, all relevant information on material events and<br />
transactions are circulated to directors as and when they arise.<br />
All Board members have separate and independent access to the<br />
advice and services of the Company Secretary, who is responsible to<br />
the Board for ensuring that board procedures are followed and that<br />
applicable rules and regulations are complied with. The Company<br />
Secretary is present at all Board meetings. All Board members also<br />
have separate and independent access to the senior management of<br />
the Company and the Group.<br />
Board members are aware that they, whether as a group or<br />
individually, in the furtherance of their duties, can take independent<br />
professional advice, if necessary, at the Company’s expense.<br />
REMUNERATION MATTERS<br />
Principle 7: Procedures for developing remuneration policies<br />
Principle 8: Level and mix of remuneration<br />
Principle 9: Disclosure on remuneration<br />
The Board has formed a Remuneration Committee comprising<br />
the following members, a majority of whom are independent of<br />
management and free from any business or other relationship:<br />
Mr Er Kwong Wah (Chairman) (Non-executive/Independent)<br />
Mr Ji Hai Sheng<br />
(Executive/Non-Independent)<br />
Mr Tom Yee Lat Shing (Non-executive/Independent)<br />
Dr Wang Kai Yuen<br />
(Non-executive/Independent)<br />
The Remuneration Committee held two meetings during the year<br />
under review.<br />
The Remuneration Committee is also responsible for the<br />
administration of the Cosco Group Employees’ Share Option<br />
Schemes of the Company.<br />
Details of the Cosco Group Employees’ Share Option Schemes<br />
are found in the Directors’ Report.<br />
The role of the Remuneration Committee is to recommend to the<br />
Board, in consultation with the Chairman of the Board, a framework<br />
of remuneration for the Board and key executives, and to determine<br />
specific remuneration packages for each executive director.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
44<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
In its review, the Remuneration Committee’s objective is to establish and maintain a level of remuneration that would be appropriate to attract,<br />
retain and motivate the directors and key executives to run the Company successfully.<br />
The Company currently adopts a remuneration policy for staff consisting of a fixed component and a variable component. The fixed<br />
component is in the form of a base salary. The variable component is in the form of a variable bonus that is linked to the Company and<br />
individual performance. Another element of the variable component is the grant of share options under the Cosco Group Employees’ Share<br />
Option Schemes.<br />
The remuneration of non-executive directors is determined by the Chairman together with the other executive directors, and is based on the<br />
effort and time spent and the responsibilities of the non-executive directors.<br />
Non-executive directors are paid a basic fee and additional fees for serving on any of the Board Committees. The Chairman of each of these<br />
committees is compensated for his additional responsibilities. Such fees are approved by the shareholders of the Company as a lump sum<br />
payment at the AGM of the Company.<br />
The details of the remuneration of the Directors and key executives are as follows:<br />
DIRECTORS’ REMUNERATION<br />
Benefits<br />
Other from Stock<br />
Fees Salary Bonus Benefits Option Total Remark<br />
Executive Director above the Band of S$750,000 Note 2<br />
Ji Hai Sheng 16.75% 22.91% 12.08% 16.94% 31.32% 100%<br />
Executive Directors in the Band of S$500,000 to S$750,000<br />
Li Jian Xiong 8.97% 25.04% 13.55% 16.79% 35.65% 100%<br />
Ye Bin Lin 14.36% 25.34% 13.00% 11.23% 36.07% 100%<br />
Yao Hong 1.88% 27.05% 13.89% 18.67% 38.51% 100%<br />
Executive Director above the Band of S$250,000<br />
Liu De Tian – 29.00% 17.50% 15.00% 38.50% 100%<br />
Non Executive Director in the Band of S$250,000 to S$500,000<br />
Zhou Lian Cheng NA NA NA NA 100% 100% 500,000 shares were exercised in 2004<br />
Non Executive Directors below the Band of S$250,000<br />
Wei Jia Fu NA NA NA NA Note 1 NA Has not exercised the share options<br />
Sun Yue Ying NA NA NA NA Note 1 NA Has not exercised the share options<br />
Li Jian Hong NA NA NA NA Note 1 NA Has not exercised the share options<br />
Independent Directors in the Band Below S$250,000<br />
Tom Yee Lat Shing 100% NA NA NA Note 1 100% Has not exercised the share options<br />
Dr Wang Kai Yuen 100% NA NA NA Note 1 100% Has not exercised the share options<br />
Er Kwong Wah 100% NA NA NA Note 1 100% Has not exercised the share options<br />
Executive in the Band of S$250,000 – S$500,000<br />
Teo Chuan Teck – 39.10% 15.30% 2.60% 43.00% 100%<br />
Note 1<br />
No benefits have been received as the stock options were not exercised in the year.<br />
Note 2<br />
Share options granted and accepted in 2004 are not reflected as they exercisable after 2004.
45<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
ACCOUNTABILITY AND AUDIT<br />
Principle 10: Accountability of the Board and management<br />
The Company has adopted quarterly results reporting since the first<br />
quarter of 2003. The Company holds a media and analysts briefing of<br />
its quarterly, half-year and full-year results. The results are published<br />
through MASNET/SGXNET and news releases. All information on the<br />
Company’s new initiatives is first disseminated via MASNET/SGXNET,<br />
and subsequently via press releases.<br />
The Company communicates with its investors on a regular basis<br />
through press releases. All shareholders of the Company receive the<br />
annual report and notice of AGM. Notices for shareholders meetings<br />
are advertised in newspapers and made available on MASNET/<br />
SGXNET.<br />
At General Meetings, shareholders are given the opportunity to<br />
express their views and ask Directors or the Management questions<br />
regarding the Company and the Group.<br />
AUDIT COMMITTEE<br />
Principle 11: Establishment of Audit Committee with written<br />
terms of reference<br />
The Audit Committee comprises the following members:<br />
Mr Tom Yee Lat Shing<br />
(Chairman)<br />
Dr Wang Kai Yuen<br />
Mr Er Kwong Wah<br />
Mdm Sun Yue Ying<br />
(Alternate: Ye Bin Lin)<br />
(Non-executive/Independent)<br />
(Non-executive/Independent)<br />
(Non-executive/Independent)<br />
(Non-executive)<br />
The role of the Audit Committee is to assist the Board of Directors in<br />
the execution of its corporate governance responsibilities within the<br />
established Board references and requirements.<br />
The financial statements, accounting policies and system of internal<br />
accounting controls are the responsibilities of the Board of Directors<br />
acting through the Audit Committee. In performing its functions<br />
during the year under review, the Audit Committee reviewed the<br />
sope of work of both internal and external auditors and the<br />
assistance given by the Company’s officers to the audits. It met<br />
with the Company’s internal and external auditors, without the<br />
presence of the Management, to review their audit plans and discuss<br />
the results of their respective examinations and their evaluation<br />
of the Group’s system of internal accounting controls. The Audit<br />
Committee also reviewed the financial statements of the Group for<br />
the financial year ended 31 December 2004 as well as the auditors’<br />
report thereon and the first quarter, half-yearly, third quarter and<br />
annual results announcements, before they were submitted to the<br />
Board for approval. The Audit Committee also, on a quarterly basis,<br />
reviewed the recurrent interested persons transactions of the Group.<br />
This was to ensure that the methods or procedure for determining<br />
the transaction prices have not changed since the last shareholder<br />
approval and that the methods or procedures are sufficient to ensure<br />
that the transactions are carried out on normal commercial terms<br />
and will not be prejudicial to the interests of the Company and<br />
its shareholders.<br />
The Audit Committee has full access to, and cooperation from the<br />
Management including internal and external auditors, and has full<br />
discretion to invite any director and executive officer to attend its<br />
meetings. The Audit Committee has also express power to<br />
investigate any matter brought to its attention, within its terms<br />
of reference, with the power to retain professional advice at the<br />
Company’s expense. The Audit Committee met a total of five times<br />
during the year under review. All members were present during<br />
these meetings.<br />
The Audit Committee, having reviewed the amount of non-audit<br />
services to the Group by the external auditors, is satisfied with<br />
the independence and objectivity of the external auditors and<br />
recommends to the Board of Directors, the nomination of the<br />
external auditors for re-appointment.<br />
INTERNAL CONTROLS<br />
Principle 12: Sound system of internal controls<br />
The Group maintains a system of internal controls for all companies<br />
within the Group, but recognises that no internal control system<br />
will preclude all errors and irregularities. The system is designed<br />
to manage rather than to eliminate the risk of failure to achieve<br />
business objectives. The controls are to provide reasonable, but not<br />
absolute, assurance to safeguard shareholders’ investments and<br />
the Group’s assets.<br />
With the assistance of Internal Audit, the Audit Committee and<br />
the Board of Directors review the effectiveness of the key internal<br />
controls, including financial, operational and compliance controls,<br />
and risk management on an on-going basis. There are formal<br />
procedures in place for both the internal and external auditors to<br />
report independently their findings and recommendations to the<br />
Audit Committee.<br />
The Board is satisfied that there are adequate internal controls<br />
in the Group.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
46<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
INTERNAL AUDIT<br />
Principle 13: Internal Audit<br />
The Group recognises the importance of the internal audit function<br />
which, being independent of Management, is one of the principal<br />
means by which the Audit Committee is able to carry out its<br />
responsibilities effectively.<br />
The Group outsources its internal audit functions to the firm<br />
Foo, Kon & Tan Consultants Pte Ltd. Based on its review, the Audit<br />
Committee believes that the internal auditor is independent and has<br />
the appropriate standing to perform its function effectively.<br />
The internal auditor plans its internal audit schedules in consultation<br />
with Management and submits its plan to the Audit Committee<br />
for approval.<br />
The Audit Committee meets with the internal auditor at least once<br />
a year without the presence of Management.<br />
The Internal Auditors report directly to the Audit Committee.<br />
COMMUNICATION WITH SHAREHOLDERS<br />
Principle 14: Regular, effective and fair communication<br />
with shareholders<br />
Principle 15: Shareholder participation at General Meetings<br />
The Group strives for timeliness and transparency in its disclosures<br />
to the shareholders and the public. In addition to the regular<br />
dissemination of information through MASNET/SGXNET, the<br />
Company also responds to enquiries from investors, analysts, fund<br />
managers and the press. Price-sensitive information is always<br />
released on MASNET/SGXNET after the trading hours of the<br />
Singapore Exchange Securities Trading Limited.<br />
At General Meetings, shareholders are given the opportunity to<br />
express their views and ask the Board questions regarding the<br />
operations of the Group.<br />
Securities transactions and compliance with the<br />
Best Practices Guide<br />
In line with SGX Best Practices Guide on dealings in securities, the<br />
Company has adopted an internal compliance code which mirrors<br />
substantially the provisions of the Best Practices Guide in the Listing<br />
Manual to provide guidance to its directors and officers in relation<br />
to dealings in its securities.<br />
The Company issues circulars to its Directors, principal officers<br />
and relevant officers who have access to unpublished material<br />
price-sensitive information to remind them that they are required<br />
to report on their dealings in shares of the Company. They are also<br />
reminded of the prohibition in dealings in shares of the Company the<br />
month before the release of the quarterly, half yearly and year-end<br />
financial results and ending on the date of the announcement of the<br />
relevant results, and if they are in possession of unpublished material<br />
price-sensitive information.<br />
The Board of Directors confirms that for the financial year ended<br />
31 December 2004, the Company complied with the principal<br />
corporate governance recommendations set out in the Best<br />
Practices Guide issued by SGX.<br />
Interested Person Transactions (IPT)<br />
The Audit Committee having considered, amongst others, the scope<br />
guidelines, review procedures and benefits of the IPT Mandate, is<br />
satisfied that the procedure for determining the transactions prices<br />
have not changed since the last shareholders’ approval on 20 April<br />
2004, and are also adequate in ensuring that the IPTs will be carried<br />
out on normal commercial terms and will not be prejudicial to the<br />
interests of the Company and its minority shareholders.<br />
The Committee reviewed the IPT Mandate which is subject to<br />
renewal, and is satisfied that the review procedures for IPTs and the<br />
reviews to be made periodically by the Audit Committee in relation<br />
thereto are adequate to ensure that the IPTs will be transacted<br />
on normal terms and will not be prejudicial to the interests of the<br />
Company and its minority shareholders.
47<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
Interested person transactions for FY2004 are as follows:<br />
Name of Interested Person<br />
Aggregate value of all interested<br />
person transactions conducted<br />
under shareholders’ mandate<br />
pursuant to Rule 920 (excluding<br />
transactions less than $100,000)<br />
S$’000<br />
FY2004<br />
Between Subsidiaries and:<br />
Cosco Container Lines 13,674<br />
Cosco Bulk Carrier Co. 208<br />
Cosco Chartering and Shipbroking (UK) Ltd 9,007<br />
Guangzhou Ocean Crew Co. 1,759<br />
Nantong Cosco KHI Engineering Co., Ltd 9,390<br />
Qingdao Ocean Crew Co. 1,289<br />
Shanghai Ocean Crew Co. 2,199<br />
Chimbusco (S) Pte Ltd 113<br />
37,639<br />
Between Associated companies of the Group and:<br />
Cosco Shipyard Group Co., Ltd 3,635<br />
Cosco Nantong Steel Co., Ltd 470<br />
Cosco Bulk Carrier Co. 2,980<br />
Cosco Dalian 1,850<br />
Cosco Hongkong 1,367<br />
Cosco Container Lines 1,029<br />
Rikky Ocean Governor Nantong Co. Ltd 258<br />
Diesel Marine Nantong Ltd 114<br />
Nantong Cosco Clavon 852<br />
Antisepsis Engineering Ltd<br />
12,555<br />
Risk Management<br />
The Group regularly reviews and improves its business and<br />
operational activities to identify areas of significant business risk as<br />
well as take appropriate measures to control and mitigate these risks.<br />
The Group reviews all significant control policies and procedures<br />
and highlights all significant matters to the Audit Committee and the<br />
Board. The financial risk management objectives and policies are<br />
outlined in Note 32 of the notes to the financial statements.<br />
COSCO CORPORATION (SINGAPORE) LIMITIED REPORT<br />
OF CORPORATE GOVERNANCE ACTIVITIES IN 2004<br />
The Board of Directors of the Company held a total of nine board<br />
meetings during the year. These meetings were held to approve the<br />
release of the full year and the quarterly results, to review interested<br />
person transactions as well as to consider major acquisitions.<br />
The Audit Committee, chaired by Mr Tom Yee Lat Shing, held five<br />
meetings during the year. It reviewed and recommended to the<br />
Board the release of the year-end and quarterly financial results,<br />
considered and approved the 2004 External and Internal Audit Plans<br />
and reviewed, on a quarterly basis, the details of Interested Persons<br />
Transactions and ensured that the relevant rules under Chapter 9<br />
of the Listing Manual of the Singapore Exchange Securities Trading<br />
Limited were complied with.<br />
The Audit Committee met with the external and internal auditors in<br />
the absence of Management to discuss issues relating to the audit<br />
of the 2004 accounts.<br />
The Audit Committee reviewed the non-audit services provided by<br />
the external auditors which comprises tax services and is satisfied<br />
with the independence of the external auditors.<br />
The Nominating Committee, chaired by Dr Wang Kai Yuen, held<br />
one meeting during the year to consider the form and guidelines<br />
to evaluate the performance of the Board as a whole as well as the<br />
performance of the individual Directors, to recommend to the Board<br />
the re-nomination of Directors who are retiring by rotation and to<br />
recommend the re-appointment of Mr Tom Yee Lat Shing, pursuant<br />
to Section 153 (6) of the Companies Act, Cap. 50 for shareholders<br />
approval at the AGM.<br />
The Remuneration Committee, chaired by Mr Er Kwong Wah, held<br />
two meetings during the year to consider, determine and recommend<br />
to the Board the matrix for Directors’ fees and the compensation<br />
packages and incentive plans for key executive positions. As part<br />
of the incentive package, the Committee also granted share options<br />
under the Cosco Group Employees’ Share Option Scheme 2002.<br />
COSCO Corporation (Singapore) Limited Annual Report 2004
48<br />
Corporate Governance<br />
COSCO Corporation<br />
(Singapore) Limited<br />
INVESTOR RELATIONS<br />
COSCO Corporation is committed to providing timely, accurate and clear information to investors, analysts and fund managers. This is to<br />
enable them to effectively evaluate the investment merits of the Company. The Company is focused on achieving the highest standards<br />
in corporate governance and transparency.<br />
COSCO Corporation’s senior management takes an active interest in investor relations and communicates regularly with investors,<br />
analysts and fund managers through a variety of means. These include frequently updated corporate brochures, corporate and financial<br />
results announcements and news releases distributed by fax and mail. These are also made available on the COSCO Corporation website<br />
for convenient access and downloading. The media, fund managers and analysts are invited to our quarterly results presentations.<br />
At these meetings, our senior management provides updates on the Company’s plans, financial and operational performance, and<br />
business environment.<br />
AGMs and EGMs additionally provide an opportunity to gather feedback from investors through question-and-answer sessions that facilitate<br />
discussions between the directors and management of COSCO Corporation and the investment community.<br />
The Company’s annual report aims to give investors a deeper understanding of the Company’s business, growth strategies and financial and<br />
operational performance. To ensure the timely reception of the annual report by our overseas investors, the annual report is posted online<br />
on our corporate website in tandem with its distribution in Singapore.<br />
During the year under review, COSCO Corporation participated in 82 investor meetings. The Company also participated in investor<br />
conferences in New York, Boston, Chicago, Washington DC, Arlington, San Francisco, Frankfurt, Luxembourg, Amsterdam, London,<br />
Hong Kong, Beijing and Singapore. Analysts and fund managers also visited our shipyards in China for a better understanding of<br />
our operations.<br />
In addition, COSCO Corporation’s President was frequently interviewed on television news and business programmes on Bloomberg TV<br />
and MediaCorp’s Channel News Asia, as well as newspapers and magazines such as The Edge, The Straits Times, Business Times and<br />
Lianhe Zaobao, and newswire services, Reuters and Dow Jones.<br />
Looking ahead, COSCO Corporation will continue to maintain clear dialogue with its investors, analysts and fund managers so as to<br />
sustain high standards of corporate governance and transparency, and to ensure that the Company consistently acts in the best interests<br />
of its shareholders.