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2
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1
5
ON TRACK
TO REALISING
OUR AMBITIONS
ANNUAL REPORT 2015
FRASERS CENTREPOINT LIMIT ED
C o m p a n y R e g i s t r a t i o n N u m b e r : 1 9 6 3 0 0 4 4 0 G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: +65 6276 4882
+65 6276 6328
Fax:
f r aserscentrepoint. com
GROWING
THROUGH
STRATEGIC
FOOTPRINTS
ANNUAL REPORT 2015
SUSTAINING
LONG-TERM
GROWTH
ANNUAL REPORT 2015
GROWING TO
NEW HEIGHTS
ANNUAL REPORT 2015
ON TRACK
TO REALISING
OUR AMBITIONS
ANNUAL REPORT 2015
ON TRACK TO REALISING
OUR AMBITIONS
This year’s design for the Frasers Centrepoint group
of companies’ annual reports comprises a series that
prominently features the Frasers Centrepoint logo.
All four annual reports (Frasers Centrepoint Limited,
Frasers Centrepoint Trust, Frasers Commercial Trust and
Frasers Hospitality Trust) can be positioned together to
form the complete corporate logo.
The Frasers Centrepoint logo symbolically personifies
its brand essence of being a property group that builds
upon trust and care.
In the form of a structured yet dynamic diamond shape,
the logo reflects Frasers Centrepoint’s strength, stability
and trustworthiness as an international real estate group.
The eight contoured strokes represent progression and
continuity in its business activities.
The red strokes represent a strong business foundation,
while the warm grey strokes represent its business
partners, investors and customers. Together, they form
a complete diamond which represents success.
The colour red symbolises warmth, vibrancy and
passion while grey reflects dignity, trustworthiness and
professionalism.
Integration, progression and continuity are exemplified
by the coming together of the four entities.
Frasers Centrepoint made a big leap forward in
FY2014/15. Our move in the right direction continued
with a disciplined execution of our strategies to grow our
business and asset portfolio in a balanced manner across
geographies and property segments. This places us on
track to drive performance and realise our ambitions.
C O N T E N T S
1
2
4
6
8
9
OUR VISION, MISSION
AND KEY STRATEGIES
FCL GROUP AT A GLANCE
GLOBAL PRESENCE
MILESTONES
GROUP STRUCTURE
FINANCIAL HIGHLIGHTS
10
BOARD OF DIRECTORS
16 GROUP MANAGEMENT
22 CHAIRMAN’S STATEMENT
28 GROUP CEO’S BUSINESS REVIEW
120 FINANCIAL STATEMENTS
• DEVELOPMENT PROPERTIES
• COMMERCIAL PROPERTIES
• HOSPITALITY
• FRASERS PROPERTY AUSTRALIA
56
58
INVESTOR RELATIONS
TREASURY HIGHLIGHTS
60
SUSTAINABILITY REPORT
95
AWARDS AND ACCOLADES
99
ENTERPRISE-WIDE RISK
MANAGEMENT
101 CORPORATE GOVERNANCE REPORT
236 PARTICULARS OF GROUP
PROPERTIES
256
INTERESTED PERSON
TRANSACTIONS
257 SHAREHOLDING STATISTICS
259 NOTICE OF ANNUAL GENERAL
MEETING
PROXY FORM
FCL FACT SHEET
CORPORATE INFORMATION
All figures in this Annual Report are in Singapore dollars unless otherwise specified.
CO RP O RATE INF OR MAT IO N
BOARD OF DIRECTORS
Mr Charoen Sirivadhanabhakdi
(Non-Executive and
Non-Independent Chairman)
Khunying Wanna Sirivadhanabhakdi
(Non-Executive and
Non-Independent Vice Chairman)
Mr Charles Mak Ming Ying
(Non-Executive and
Lead Independent Director)
Mr Chan Heng Wing
(Non-Executive and
Independent Director)
Mr Philip Eng Heng Nee
(Non-Executive and
Independent Director)
Mr Wee Joo Yeow
(Non-Executive and
Independent Director)
Mr Weerawong Chittmittrapap
(Non-Executive and
Independent Director)
Mr Chotiphat Bijananda
(Non-Executive and
Non-Independent Director)
Mr Panote Sirivadhanabhakdi
(Non-Executive and
Non-Independent Director)
Mr Sithichai Chaikriangkrai
(Non-Executive and
Non-Independent Director)
BOARD EXECUTIVE COMMITTEE
Mr Charoen Sirivadhanabhakdi
(Chairman)
Mr Charles Mak Ming Ying
(Vice Chairman)
Mr Chotiphat Bijananda
(Vice Chairman)
Mr Wee Joo Yeow
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
RISK MANAGEMENT COMMITTEE
Mr Chotiphat Bijananda
(Chairman)
GROUP MANAGEMENT (CONT’D)
Mr Uten Lohachitpitaks
Chief Investment Officer
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
AUDIT COMMITTEE
Mr Charles Mak Ming Ying
(Chairman)
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Sithichai Chaikriangkrai
NOMINATING COMMITTEE
Mr Weerawong Chittmittrapap
(Chairman)
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Chotiphat Bijananda
REMUNERATION COMMITTEE
Mr Philip Eng Heng Nee
(Chairman)
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
GROUP MANAGEMENT
Mr Lim Ee Seng
Group Chief Executive Officer
Mr Chia Khong Shoong
Chief Financial Officer
Mr Cheang Kok Kheong
Chief Executive Officer,
Development & Property, Singapore
Mr Tang Kok Kai Christopher
Chief Executive Officer, Commercial
Chief Executive Officer, Greater
China
Mr Choe Peng Sum
Chief Executive Officer,
Frasers Hospitality Pte Ltd
Mr Rodney Vaughan Fehring
Chief Executive Officer
Frasers Property Australia
Ms Lorraine Shiow
Chief Operating Officer, Business
Development
Mr Sebastian Tan
Chief Human Resources Officer
COMPANY SECRETARIAT
Mr Piya Treruangrachada
Group Company Secretary
REGISTERED OFFICE
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328
fraserscentrepoint.com
SHARE REGISTRAR
Tricor Barbinder Share Registration
Services
80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 3405
AUDITOR
Ernst & Young LLP
Partner-in-charge:
Mr Nagaraj Sivaram
PRINCIPAL BANKERS
Australia and New Zealand Banking
Group Limited
Bank of China
DBS Bank Ltd
Malayan Banking Berhad
Oversea-Chinese Banking Corporation
Limited
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation
United Overseas Bank Limited
V I S I O N
K E Y S T R A T E G I E S
To be our
stakeholders’ real
estate company of
choice
M I S S I O N
Creating value
through space for
today and tomorrow
1
2
3
4
Achieve sustainable earnings growth through
significant development project pipeline,
investment properties and fee income
Grow asset portfolio in a balanced manner across
geographies and property segments to preserve
stability of earnings
Optimise capital productivity through REIT
platforms and active asset management initiatives
Develop synergies with TCC Group
1
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Northpoint City, Singapore
FCL GROUP AT A GL ANCE
Frasers Centrepoint Limited (FCL) is an international real
estate company with a portfolio that spans residential,
commercial, hospitality and industrial asset classes. We
invest in and develop properties in three core markets
of Singapore, where we are listed and have our roots,
as well as Australia and China, where strong market
fundamentals characterise these territories. Over the
years, we have developed an intimate knowledge of our
core markets and also of our secondary markets of the
United Kingdom (UK), Vietnam, Thailand and Malaysia.
We also manage hospitality properties in over 70 cities
across North Asia, Southeast Asia, Australia, Europe, and
the Middle East.
We are bound by a common objective across our
diverse geographic footprint – to develop real places
for real people. Places that are inclusive, where young
and old alike can live, work and play. We are proud of
the contribution we make to the cities we operate in,
from providing homes for families and accommodation
for travellers, to efficient spaces that allow businesses
to thrive and malls that serve the needs of local
communities.
Our diverse portfolio, active management of assets
across segments and geographies, and ability to strike
the right balance between development, income-
yielding assets and optimising capital through our
Singapore-listed REIT platforms, allow us to generate
PROFIT BEFORE INTEREST AND TAXATION ($’M)
quality earnings throughout the entire real estate value
chain. Combined with our financial and operational
discipline, and the thoughtful execution of our strategies,
we aim to deliver value to our stakeholders and the
communities we serve.
We have a clear vision of the path ahead. Our
experienced management team, proven expertise in
multiple asset classes, and sound financials, mean we
are well equipped to continue growing and creating
innovative real estate solutions for today and tomorrow.
TOTAL ASSETS ($’M)
2015
2014 (RESTATED)
2013 (RESTATED)
2012
2011
2010
2009
2008
2007
2006
23,067
21,291
12,847
10,357
9,808
9,567
10,112
9,860
9,127
6,140
1,104.8
765.0
704.4
2
564.5
580.0
399.0
434.1
443.0
390.2
324.2
2006
2007
2008
2009
2010
2011
2012
2013
(Restated)
2014
(Restated)
2015
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
RESIDENTIAL
Frasers Centrepoint Homes focuses on residential property development
in Singapore. It has built over 16,000 homes in Singapore, with six projects
under development (including joint-venture projects).
Frasers Property is the international arm of the Group. It develops
residential and commercial mixed-use projects outside of Singapore,
including in China and the UK.
COMMERCIAL
Frasers Centrepoint Commercial manages our shopping malls in
Singapore under the Frasers Centrepoint Malls brand. It manages six
shopping malls in Singapore held by Frasers Centrepoint Trust (FCT),
an entity which is listed on the Singapore Exchange (SGX-ST). In addition,
FCL also has interests in and/or manages seven other shopping malls in
Singapore.
Frasers Centrepoint Commercial also manages office and business space
properties. It manages six commercial and office properties in Singapore
and Australia held by Frasers Commercial Trust (FCOT), an entity which
is also listed on the SGX-ST. FCL also has interests in seven office and
business space properties located in Singapore, China and Vietnam.
HOSPITALITY
Frasers Hospitality has interests in and/or manages serviced residences
under the lifestyle offerings of Fraser Suites, Fraser Place, Fraser Residence,
Modena by Fraser and Capri by Fraser, as well as the UK boutique hotel
brands of Malmaison and Hotel du Vin. It offers more than 22,000
apartments and hotel rooms (including pending openings) in more than
70 cities. Based on management contracts secured, Frasers Hospitality is
on track to manage 30,000 units by 2019.
It will continue to explore strategic investment opportunities to grow its
portfolio and for pipeline assets to be injected into Frasers Hospitality Trust
(FHT), the first global hotel and serviced apartment trust to be listed on the
SGX-ST. FHT currently has 13 quality properties strategically located across
key gateway cities in Asia, Australia and the UK.
3
FRASERS PROPERTY AUSTRALIA
Frasers Property Australia (FPA) is the Australian division of Frasers
Centrepoint Limited. FPA (formerly known as Australand) is one of
Australia’s leading property groups, having been involved in property
development for more than 90 years. Its current operations are focused
on investment in income-producing office and industrial properties,
commercial and industrial property development and management and
residential development (including land, housing and apartments).
FPA has offices in Sydney, Melbourne, Brisbane and Perth. It also maintains
a residential sales office in Hong Kong.
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESTwin Waterfalls, SingaporeChangi City Point, SingaporeSofitel Sydney Wentworth, AustraliaFreshwater Place, Melbourne, Victoria, Australia
GLOBAL PRESENCE
PROFIT BEFORE INTEREST AND TAXATION BREAKDOWN BY
GEOGRAPHICAL SEGMENT ($’M)
FY2015
1,104.8M
45%
SINGAPORE
57%
29%
AUSTRALIA
24%
4%
19%
3%
EUROPE
11%
CHINA
OTHERS1
5%
3%
(RESTATED)
FY2014
765.0M
UNITED KINGDOM
SINGAPORE
AUSTRALIA
EUROPE
FY2015 ($’000)
FY2015 ($’000)
FY2015 ($’000)
494,153
316,242
47,587
FY2014 ($’000)
FY2014 ($’000)
FY2014 ($’000)
438,091
180,650
(RESTATED)
(RESTATED)
84,579
(RESTATED)
CHINA
FY2015 ($’000)
209,572
FY2014 ($’000)
39,122
(RESTATED)
OTHERS1
FY2015 ($’000)
37,208
FY2014 ($’000)
22,545
(RESTATED)
4
• RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
United Kingdom
• COMMERCIAL
Australia
China
Malaysia
Singapore
Vietnam
• INDUSTRIAL
Australia
• HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Myanmar2
Nigeria2
Philippines
Qatar
Saudi Arabia
Singapore
South Korea
Spain
Switzerland2
Thailand
Turkey
United Arab Emirates
United Kingdom
Vietnam
1
2
Include Indonesia, Japan, Malaysia, New Zealand, the Philippines, Thailand & Vietnam
Property pending opening
FRANCE
SWITZERLAND2
SPAIN
NIGERIA2
TURKEY
SAUDI ARABIA
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
GERMANY
HUNGARY
25
COUNTRIES
OVER
70
CITIES
CHINA
SOUTH KOREA
JAPAN
THAILAND
VIETNAM
PHILIPPINES
5
INDIA
UAE
QATAR
MYANMAR2
MALAYSIA
SAUDI ARABIA
BAHRAIN
SINGAPORE
INDONESIA
AUSTRALIA
NEW ZEALAND
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES MILESTONES
1 99 3
The Anchorage,
CPL’s first
residential
project, was
redeveloped from
F&N Singapore’s
old brewery and
soft drink plants
1 99 7
Alexandra
Technopark, CPL’s
first business
space project was
developed and
launched
1 99 8
CPL’s first two
hospitality
projects, Fraser
Suites and
Fraser Place in
Singapore, were
launched
1 98 8
Centrepoint
Properties
Limited (CPL)
was listed on the
Main Board of
the Singapore
Exchange
(SGX-ST)
1 99 0
CPL became
a subsidiary of
Fraser and Neave,
Limited (F&NL)
1 99 2
Northpoint,
Singapore’s
pioneer
suburban retail
mall in Yishun;
Bridgepoint,
a retail mall in
Sydney; and
Alexandra Point,
CPLs’ first office
project, were
launched
1 99 6
CPL’s first
overseas office
project, Me Linh
Point, a
commercial and
retail centre in
Ho Chi Minh City
was developed
2 00 0
Pavilions on the
Bay in Australia
and Annandale
House in the
UK, CPL’s
first overseas
residential
projects, were
developed
5
1
0
2
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2 00 1
Jingan Four
Seasons in
Shanghai was
CPL’s first
residential project
developed in
China
2 00 6
CPL was
rebranded Frasers
Centrepoint
Limited (FCL)
FCL launched its
first REIT, Frasers
Centrepoint Trust
which is listed on
the Main Board of
SGX-ST
2 00 2
2 00 8
2 01 3
FCL became a
member of TCC
Group
FCL acquired
a stake in Allco
Commercial REIT
(Allco) and the
entire stake of
Allco’s manager,
and rebranded
the REIT Frasers
Commercial Trust
(FCOT). FCOT
is listed on the
Main Board of
SGX-ST
CPL launched
serviced
residences in the
UK, South Korea
and the Philippines
CPL was delisted
from SGX-ST and
became a wholly
owned subsidiary
of F&NL
2 01 5
FCL acquired UK leading boutique
lifestyle hotel brands Malmaison and
Hotel du Vin.
Australand was rebranded as Frasers
Property Australia
2 01 4
FCL was listed
by way of
introduction on
the Main Board of
SGX-ST
Frasers Hospitality
Trust was listed
on the Main
Board of SGX-ST.
It is the first hotel
and serviced
residence stapled
group with a
global mandate,
except Thailand,
to be listed on the
SGX-ST
FCL wholly
acquired
Australand,
an Australian
property
company
5
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ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
FINANCIAL HIGHLIGHTS
Revenue ($’m)
2,234
1,412
1,675
2,203
3,562
20111
20121
20131
20141
2015
Profit before interest, fair value change
on investment properties, taxation and
exceptional items ($’m)
Profit before tax ($’m)
Before fair value change on investment
properties and exceptional items
After fair value change on investment
properties and exceptional items
Attributable profit ($’m)
580
390
704
765
1,105
525
330
612
721
955
784
721
1,095
807
1,197
Before fair value change and exceptional items
After fair value change and exceptional items
395
603
252
643
402
722
470
501
544
771
Earnings per share (cents)2
Attributable profit before fair value change on
investment properties and exceptional items
51.7
33.5
53.4
19.1
17.2
Attributable profit after fair value change on
79.4
85.4
95.9
20.4
25.0
investment properties and exceptional items
Dividend per share
Ordinary shares (cents)
Preference shares ($)
26.6
30.1
19.9
Nil
19.9
Nil
8.6
Nil
8.6
Nil
Net asset value (share capital & reserves) ($’m)
4,384
4,932
5,433
6,414
6,509
Net asset value per share ($)
5.38
6.11
6.32
2.223
2.25
Return on average shareholders’ equity (%)
Attributable profit before fair value change on
investment properties & exceptional items
9.5
5.4
7.3
7.5
7.7
9
Notes
1
Certain accounting policies or accounting standards had changed in the financial years ended 30 September 2012, 2013 and 2015. Only the
financial information for each of the years immediately preceding 2012 and 2013 had been restated to reflect the relevant changes in the
accounting policies or accounting standards. Financial information for 2013 and 2014 have been restated to take into account the retrospective
adjustments relating to FRS 110 and FRS 111.
Based on weighted average number of ordinary shares in issue. Prior to the listing of the Company on SGX-ST on 9 January 2014, in 2011, 2012
and 2013, weighted average number of ordinary shares was 753,292,000. In 2014 and 2015, weighted average number of shares was 2,457,316,000
and 2,893,873,000 respectively.
Calculated based on 2,889,813,000 shares in issue after the Company’s listing.
2
3
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
BOARD OF D IRECTOR S
CHAROEN SIRIVADHANABHAKDI, 71
Non-Executive and Non-Independent Chairman
KHUNYING WANNA SIRIVADHANABHAKDI, 72
Non-Executive and Non-Independent Vice Chairman
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 11 months
Date of first appointment as a director : 07 Jan 2014
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 8 months
Board committee(s) served on
• Board Executive Committee (Chairman)
Board committee(s) served on
Nil
Academic & Professional Qualification(s)
• Honorary Doctoral Degree from the Faculty of Business
Administration and Information Technology, Rajamangala
University of Technology Tawan-ok, Thailand
• Honorary Doctor of Philosophy in Social Sciences, Mae
Fah Luang University, Thailand
• Honorary Doctoral Degree in Business Administration,
Chiang Mai University, Thailand
• Honorary Doctoral Degree in Agricultural Business
Administration, Maejo Institute of Agricultural Technology,
Thailand
• Honorary Doctoral Degree in Bio-technology,
Ramkhamhaeng University, Thailand
Present Directorships (as at 30 Sep 2015)
Listed companies
• Berli Jucker Public Company Limited (Vice Chairman)
• Fraser and Neave, Limited (Vice Chairman)
• Thai Beverage Public Company Limited (Vice Chairman)
Others
• Beer Thip Brewery (1991) Co., Ltd. (Chairman)
• Sangsom Group of Companies (Chairman)
• TCC Holding Co., Ltd. (Vice Chairman)
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
10
Academic & Professional Qualification(s)
• Honorary Doctoral Degree in Business Administration,
Sasin Graduate Institute of Business Administration of
Chulalongkorn University, Thailand
• Honorary Doctoral Degree in Hospitality Industry and
Tourism, Christian University of Thailand, Thailand
• Honorary Doctoral Degree in Sciences and Food
Technology, Rajamangala University of Technology Lanna,
Thailand
• Honorary Doctoral Degree in International Business
Administration, University of the Thai Chamber of
Commerce, Thailand
• Honorary Doctoral Degree in Management, Rajamangala
University of Technology Suvarnabhumi, Thailand
• Honorary Doctor of Philosophy in Business Administration,
Mae Fah Luang University, Thailand
• Honorary Doctoral Degree in Business Administration,
Eastern Asia University, Thailand
• Honorary Doctoral Degree in Management, Huachiew
Chalermprakiet University, Thailand
• Honorary Doctoral Degree in Industrial Technology,
Chandrakasem Rajabhat University, Thailand
• Honorary Doctoral Degree in Agricultural Business
Administration, Maejo Institute of Agricultural Technology,
Thailand
Present Directorships (as at 30 Sep 2015)
Listed companies
• Berli Jucker Public Company Limited (Chairman)
• Fraser and Neave, Limited (Chairman)
• Thai Beverage Public Company Limited (Chairman)
Others
• Beer Thai (1991) Public Company Limited (Chairman)
• Red Bull Distillery Group of Companies (Chairman)
• Southeast Group Co., Ltd. (Chairman)
• TCC Holding Co., Ltd. (Chairman)
• TCC Land Co., Ltd. (Chairman)
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CHARLES MAK MING YING, 63
Non-Executive and Lead Independent Director
CHAN HENG WING, 69
Non-Executive and Independent Director
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 11 months
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 07 Jan 2014
Length of service as a director (as at 30 Sep 2015) : 1 year 11 months
Board committee(s) served on
• Audit Committee (Chairman)
• Board Executive Committee (Vice Chairman)
• Remuneration Committee
• Nominating Committee
• Risk Management Committee
Academic & Professional Qualification(s)
• Master of Business Administration, PACE University, USA
• Bachelor of Business Administration, PACE University, USA
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Board committee(s) served on
• Nominating Committee
• Risk Management Committee
• Remuneration Committee
Academic & Professional Qualification(s)
• Master of Science, Columbia Graduate School of
Journalism, USA
• Master of Arts, University of Singapore
• Bachelor of Arts (Honours), University of Singapore
Present Directorships (as at 30 Sep 2015)
Listed companies
• Banyan Tree Holdings Ltd.
• Shanda Games Ltd.
Major Appointments (other than Directorships)
• Morgan Stanley Asia Pacific (Vice Chairman)
• Morgan Stanley International Wealth Management
(President)
Others
• Precious Quay Pte. Ltd.
• Precious Treasures Pte. Ltd.
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Fraser and Neave, Limited
Others
• Senior Advisor to Morgan Stanley Asia’s Investment
Banking Division
• Previously the Chairman and Director of Bank Morgan
Stanley AG
• Previously a Director in Morgan Stanley Asia Limited and
a member of Morgan Stanley’s Asia Pacific Executive
Committee, the Morgan Stanley Wealth Management
Committee and the International Operating Committee
• Previously Managing Director and Head of Morgan Stanley
Asia Pacific Private Wealth Management
• Previously Executive Director and Senior Investment
Adviser of Morgan Stanley’s Private Wealth Management
Group
Major Appointments (other than Directorships)
• Ministry of Foreign Affairs : Singapore’s Non-Resident High
Commissioner to Bangladesh and Senior Advisor
• Milken Institute Asia Center (Chairman)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Fraser and Neave, Limited
11
Others
• Previously Managing Director of Temasek Holdings
• Previously Singapore’s Consul General to Hong Kong and
Shanghai
• Previously Singapore’s Ambassador to Thailand
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES BOARD OF D IRECTOR S
PHILIP ENG HENG NEE, 69
Non-Executive and Independent Director
WEE JOO YEOW, 68
Non-Executive and Independent Director
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 11 months
Date of first appointment as a director : 10 Mar 2014
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 6 months
Board committee(s) served on
• Remuneration Committee (Chairman)
• Audit Committee
Board committee(s) served on
• Executive Committee
• Audit Committee
Academic & Professional Qualification(s)
• Bachelor of Commerce in Accountancy, University of New
South Wales, Australia
• Associate Member, Institute of Chartered Accountants in
Australia
Academic & Professional Qualification(s)
• Master of Business Administration, New York University,
USA
• Bachelor of Business Administration (BBA Hons), University
of Singapore
Present Directorships (as at 30 Sep 2015)
Listed companies
• Ezra Holdings Limited
• MDR Limited (Chairman)
• PT Adira Dinamika Multi Finance Tbk (Commissioner)
• The Hour Glass Limited
Others
• Frasers Property Australia Pty Limited
• Frasers Centrepoint Asset Management Ltd, Manager of
Frasers Centrepoint Trust
• Hektar Asset Management Sdn Bhd
• Heliconia Capital Management Pte. Ltd.
• KK Women’s and Children’s Hospital Pte. Ltd.
• NTUC Income
• Singapore Health Services Pte. Ltd.
• Vanda 1 Investments Pte. Ltd.
12
Present Directorships (as at 30 Sep 2015)
Listed companies
• PACC Offshore Services Holdings Ltd
• Oversea-Chinese Banking Corporation Limited
• Great Eastern Holdings Limited
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Orix Leasing Singapore Limited
• Singapore-Bintan Resort Holdings Pte Ltd
Others
• Mapletree Industrial Trust Management Ltd
Major Appointments (other than Directorships)
Ministry of Foreign Affairs : Singapore’s Non-Resident High
Commissioner to Canada
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Asia Pacific Breweries Limited
• Fraser and Neave, Limited
• Hup Soon Global Corporation Limited
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES WEERAWONG CHITTMITTRAPAP, 57
Non-Executive and Independent Director
CHOTIPHAT BIJANANDA, 52
Non-Executive and Non-Independent Director
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 30 Jan 2015
Length of service as a director (as at 30 Sep 2015) : 1 year 11 months
Date of first appointment as a director : 08 Mar 2013
Date of last re-election as a director : 07 Jan 2014
Length of service as a director (as at 30 Sep 2015) : 2 year 6 months
Board committee(s) served on
• Nominating Committee (Chairman)
• Risk Management Committee
Board committee(s) served on
• Risk Management Committee (Chairman)
• Board Executive Committee (Vice Chairman)
• Nominating Committee
Academic & Professional Qualification(s)
• Thai Barrister-at-Law and the first Thai lawyer admitted to
the New York State Bar
• Master of Law, University of Pennsylvania, USA
• Bachelor of Law, Chulalongkorn University, Thailand
Academic & Professional Qualification(s)
• Master of Business Administration, Finance, University of
Missouri, USA
• Bachelor of Laws, Thammasat University, Thailand
Present Directorships (as at 30 Sep 2015)
Listed companies
• Berli Jucker Public Company Limited
• SCB Life Assurance Public Company Limited
• Thai Airways International Public Company Limited
• Siam Commercial Bank Public Company Limited
• Bangkok Dusit Medical Services Public Company Limited
Others
• National Power Supply Public Company Limited
Major Appointments (other than Directorships)
• Thai Institute of Directors (Special Lecturer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Minor International Public Company Limited
• Fraser and Neave, Limited
• Siam Food Public Company Limited
• Nok Airlines Public Company Limited
• Golden Land Property Development Public Company
Limited
• GMM Grammy Public Company Limited
• Weerawong, Chinnavat & Peangpanor Limited
Others
Nil
Present Directorships (as at 30 Sep 2015)
Listed companies
• Sermsuk Public Company Limited
• Golden Land Property Development Public Company
Limited
• Fraser and Neave, Limited
Others
• Australand Property Limited
• Australand Investments Limited
• Frasers Property Limited
• Frasers Property Australia Pty Limited
• Southeast Group Co., Ltd. (President)
• Southeast Insurance Public Co., Ltd. (Chairman of
Executive Board)
• Southeast Life Insurance Public Co., Ltd. (Chairman of
Executive Board)
• Southeast Capital Co., Ltd. (Chairman of Executive Board)
• TCC Assets Limited
• TCC Technology Co., Ltd.
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
13
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES BOARD OF D IRECTOR S
PANOTE SIRIVADHANABHAKDI, 38
Non-Executive and Non-Independent Director
SITHICHAI CHAIKRIANGKRAI, 61
Non-Executive and Non-Independent Director
Date of first appointment as a director : 08 Mar 2013
Date of last re-election as a director : 07 Jan 2014
Length of service as a director (as at 30 Sep 2015) : 2 year 6 months
Date of first appointment as a director : 07 Aug 2013
Date of last re-election as a director : 07 Jan 2014
Length of service as a director (as at 30 Sep 2015) : 2 years 1 month
Board committee(s) served on
• Board Executive Committee
• Remuneration Committee
• Risk Management Committee
Board committee(s) served on
• Board Executive Committee
• Audit Committee
• Risk Management Committee
Academic & Professional Qualification(s)
• Master of Science in Analysis, Design and Management
of Information System, London School of Economics and
Political Science, UK
• Bachelor of Science in Manufacturing Engineering, Boston
University, USA
• Certificate in Industrial Engineering and Economics,
Massachusetts University, USA
Present Directorships (as at 30 Sep 2015)
Listed companies
• Berli Jucker Public Company Limited
• Golden Land Property Development Public Company
Limited (Vice Chairman)
• Siam Food Products Public Company Limited
• Thai Beverage Public Company Limited
• Univentures Public Company Limited
Others
• Australand Property Limited
• Australand Investments Limited
• Frasers Property Limited
• Frasers Property Australia Pty Limited
• Frasers Hospitality Asset Management Pte Ltd, Manager of
Frasers Hospitality Real Estate Investment Trust
• Frasers Hospitality Trust Management Pte Ltd, Manager of
14
Frasers Hospitality Business Trust
• Beer Thip Brewery (1991) Co., Ltd.
• Blairmhor Distillers Limited
• Blairmhor Limited
• InterBev (Singapore) Limited
• International Beverage Holdings (China) Limited
• International Beverage Holdings Limited
• International Beverage Holdings (UK) Limited
• Sura Bangyikhan Group of Companies
Major Appointments (other than Directorships)
• Univentures Public Company Limited (Chief Executive
Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
• Fraser and Neave, Limited
Others
Nil
Academic & Professional Qualification(s)
• Bachelor of Accountancy (First Class Honours),
Thammasat University, Thailand
• Diploma in Computer Management, Chulalongkorn
University, Thailand
• Certificate of the Mini MBA Leadership Management,
Kasetsart University, Thailand
Present Directorships (as at 30 Sep 2015)
Listed companies
• Thai Beverage Public Company Limited
• Berli Jucker Public Company Limited
• Golden Land Property Development Public Company
Limited
• Oishi Group Public Company Limited
• Siam Food Products Public Company Limited
• Sermsuk Public Company Limited
• Univentures Public Company Limited
• Fraser and Neave, Limited
Others
• InterBev Investment Limited
• International Beverage Holdings Limited
• Certain Subsidiaries of Thai Beverage Public Company
Limited
• Certain Subsidiaries of Berli Jucker Public Company
Limited
• Certain Subsidiaries of Oishi Group Public Company
Limited
• Certain Subsidiaries of Siam Food Products Public
Company Limited
• Certain Subsidiaries of Sermsuk Public Company Limited
Major Appointments (other than Directorships)
• Thai Beverage Public Company Limited (Chief Financial
Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 15
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESTwin Waterfalls EC, Singapore GROUP MANAGEMENT
LIM EE SENG, BBM, 64
Group Chief Executive Officer
Frasers Centrepoint Limited
CHIA KHONG SHOONG, 44
Chief Financial Officer
Frasers Centrepoint Limited
Date of appointment : 15 October 2004
Date of appointment : 02 March 2009
Mr Chia is responsible for all aspects of FCL Group’s
finance. He has direct oversight of the Finance, Corporate
Planning, Risk Management, Tax, Treasury and Group
Communications units.
Academic & Professional Qualifications
• Master of Philosophy (Management Studies), Cambridge
University, UK
• Bachelor of Commerce (Accounting and Finance),
University of Western Australia
Working Experience
• Director, Investment Banking and Global Banking, The
Hongkong & Shanghai Banking Corporation Ltd
• Vice President, Global Investment Banking, Citigroup /
Salomon Smith Barney / Schroders
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Listed REITs/Trusts
• Frasers Centrepoint Asset Management Ltd, Manager of
Frasers Centrepoint Trust
• Frasers Centrepoint Asset Management (Commercial)
Limited, Manager of Frasers Commercial Trust
Others
Nil
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
Mr Lim has overall responsibility for driving Frasers
Centrepoint Group’s growth strategies and delivering
sustainable returns from the business.
Mr Lim provides leadership to all of FCL’s business divisions.
Under his stewardship, the Group’s presence has grown to
span more than 70 cities across the globe. He constantly
seeks new opportunities to add to, and extract value
from, the FCL portfolio while continually preparing the
organisation for further expansion by investing in talent,
global systems and processes.
Board committees served on
Nil
Academic & Professional Qualifications
• Master of Science (Project Management), National
University of Singapore
• Bachelor of Engineering (Civil Engineering), University of
Singapore
• Fellow, Singapore Institute of Directors
• Member, The Institution of Engineers Singapore
Present Directorships (as at 30 September 2015)
Listed companies
Nil
Listed REITs/Trusts
• Frasers Centrepoint Asset Management Ltd, Manager of
Frasers Centrepoint Trust
• Frasers Centrepoint Asset Management (Commercial)
Limited, Manager of Frasers Commercial Trust
• Frasers Hospitality Asset Management Pte Ltd, Manager of
Frasers Hospitality Real Estate Investment Trust
• Frasers Hospitality Trust Management Pte Ltd, Trustee-
Manager of Frasers Hospitality Business Trust
Others
• Frasers Property Australia Pty Limited
• Vacaron Company Sdn Bhd
Major appointments (other than Directorships)
• 2nd Vice-President, Real Estate Development Association
of Singapore
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
• Gemdale Properties and Investment Corporation Limited
Working Experience
• Managing Director, MCL Land Limited
• General Manager (Property Division), First Capital
Corporation Ltd
• Project Manager, Singapore Land Ltd
Others
• Awarded Public Service Star (BBM)
• Former Board member of the Building and Construction
Authority of Singapore
• Former Council member of the Singapore Chinese
Chamber of Commerce and Industry
16
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
CHEANG KOK KHEONG, 60
Chief Executive Officer, Development and Property
Frasers Centrepoint Limited
TANG KOK KAI CHRISTOPHER, 54
Chief Executive Officer, Commercial1 & Greater China2
Frasers Centrepoint Limited
Date of Appointment : 01 October 2010
Date of Appointment : 01 October 20061 and
01 October 20102
Mr Cheang oversees the Development and Property Division
that builds residential developments under the Frasers
Centrepoint Homes brand. He has oversight of the design
and project management of developments, including
commercial projects, ensuring quality construction, safety
measures, cost and time control and compliance with all
regulatory and project requirements.
Mr Tang oversees FCL’s business in the Commercial real
estate space of Retail Malls and Offices. He oversees
the entire value chain of investment, development and
property management to asset and fund management.
Mr Tang also oversees FCL’s property interests in China,
providing leadership to the China team in the residential and
commercial business there.
Academic & Professional Qualifications
• Master of Science in Tourism, Planning and Development,
University of Surrey, UK
Academic & Professional Qualifications
• Master of Business Administration, National University of
Singapore
• Bachelor of Architecture, National University of Singapore
• Bachelor of Science, National University of Singapore
Working Experience
• Chief Operating Officer, Development and Property,
Frasers Centrepoint Limited
• General Manager, Projects, MCL Land Limited
• Senior Manager, Projects, Ascendas Land (Singapore)
Pte Ltd
• Senior Manager, Projects, DBS Land Limited
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Others
Nil
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
Working Experience
• Chief Executive Officer, Frasers Centrepoint Asset
Management Ltd
• General Manager, Strategic Planning and Asset
Management, Fraser and Neave, Limited
• General Manager, Strategic Planning and Asset
Management, Frasers Centrepoint Limited
• Vice President, Private Equity, DBS Bank Ltd
• Senior Manager, Strategic Planning and Asset
Management, DBS Land Limited
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Listed REITs/Trusts
• Frasers Centrepoint Asset Management Ltd, Manager of
Frasers Centrepoint Trust
• Frasers Centrepoint Asset Management (Commercial)
Limited, Manager of Frasers Commercial Trust
• Hektar Asset Management Sdn Bhd, Manager of
17
Hektar REIT
Others
Nil
Major Appointments (other than Directorships)
• Member of Board of Governors, Republic Polytechnic
• ExCo member, REIT Association of Singapore
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
GROUP MANAGEMENT
CHOE PENG SUM, 55
Chief Executive Officer
Frasers Hospitality Pte Ltd
RODNEY VAUGHAN FEHRING, 57
Chief Executive Officer
Frasers Property Australia
Date of Appointment : 19 June 2007
Date of Appointment
: 29 July 2015
Mr Choe oversees the Frasers Hospitality’s business from
investments, business development, global expansion of
the chain of gold-standard serviced residences and hotels
worldwide, to funds and asset management of hotels and
serviced residences on a global mandate.
Academic & Professional Qualifications
• Bachelor of Science with Distinction, Cornell University,
New York, USA
• President’s Honor Roll, Washington State University, USA
• Executive Development Programme, International College
Mr Fehring is responsible for Frasers Property Australia,
which develops, builds and manages residential,
commercial, industrial and retail property in Australia and
New Zealand. He has 34 years of experience in the property
development industry primarily involved in large-scale
urban development and urban renewal schemes.
Academic & Professional Qualifications
• Bachelor of Applied Science, La Trobe University, Australia
• Graduate Diploma in Sports Administration, La Trobe
University, Australia
of Hospitality Administration, BRIG, Switzerland
• Graduate Diploma in Urban & Regional Planning, RMIT
University, Australia
Working Experience
• General Manager of Hospitality, Frasers Centrepoint
• Diploma, Advanced Management Program, The Wharton
School, University of Pennsylvania, USA
Limited
• Resident Manager, Portman Shangri-La Hotel, Shanghai
• Executive Assistant Manager, Shangri-La Hotel, Singapore
Working Experience
• Executive General Manager, Residential, Australand
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Property Group
• Managing Director & CEO of Lend Lease Primelife Ltd
• CEO of Delfin Lend Lease
• Executive General Manager (Vic) of Delfin Group
Listed REITs/Trusts
• Frasers Hospitality Asset Management Pte Ltd, Manager of
Frasers Hospitality Real Estate Investment Trust
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
18
Others
Nil
Major Appointments (other than Directorships)
• Chairman of Board of Directors, Crest Secondary School
• Board member of the Council of Private Education set up
by the Ministry of Education, Singapore
• Governing Council member of the Singapore Quality
Awards, Spring Singapore
• Singapore’s business representative to ASEAN in the East
Asia Business Council
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
Others
Frasers Property Australia Pty Limited
Major Appointments (other than Directorships)
• Trustee, MCG Trust
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
• Director, Mission Australia Housing
• Chairman, Australian Housing and Urban Research
Institute Ltd
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES UTEN LOHACHITPITAKS, 42
Chief Investment Officer
Frasers Centrepoint Limited
LORRAINE SHIOW, 47
Chief Operating Officer, Business Development
Frasers Centrepoint Limited
Date of appointment : 01 October 2013
Date of appointment : 01 December 2014
Mr Lohachitpitaks is responsible for FCL Group’s capital
markets transactions, managing and monitoring the Group’s
portfolio of assets and devising strategies for acquisitions.
Academic & Professional Qualifications
• Master of Business Administration, Assumption University,
Thailand
Ms Shiow is responsible for the acquisition of residential
land in Singapore, identification and sourcing of new
business and investment opportunities in real estate in
Southeast Asia, potential business partnerships, and asset
and business management of existing investments in
Southeast Asia (ex-Singapore).
• Bachelor of Business Administration, Assumption
University, Thailand
Academic & Professional Qualifications
• Bachelor of Science in Real Estate (Honours), National
Working Experience
• Managing Director, Strategic Advisory, DBS Bank Ltd
• Director, Investment Banking Division, United Overseas
Bank (Thai) Public Company Limited
University of Singapore
Working Experience
• General Manager, Business Development,
Frasers Centrepoint Limited
• Vice President, Corporate & Investment Banking Group,
• Director, Business Development, ARA Asset Management
DBS Bank Ltd
Limited
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Others
Nil
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
• Managing Director, Business Development (Asia),
ING Real Estate Asia
• Managing Director, IPREAM
• Fund Manager, IPPFA
• Director, Investments, CapitaLand Limited
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Others
Nil
19
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES GROUP MANAGEMENT
PIYA TRERUANGRACHADA, 50
Company Secretary
Frasers Centrepoint Limited
SEBASTIAN TAN, 52
Chief Human Resources Officer
Frasers Centrepoint Limited
Date of Appointment : 04 February 2014
Date of appointment : 17 August 2015
Mr Treruangrachada is responsible for FCL Group’s
Corporate Secretariat, Group Legal, Group Internal Audit
(Administration) and Group Information Technology.
Academic & Professional Qualifications
• Master of Science in Accounting & Finance, University of
Manchester Institute of Science & Technology, UK
• Master of Business Administration, Coventry University, UK
• Bachelor of Accountancy, Chulalongkorn University,
Thailand
• Member of the Institute of Singapore Chartered
Accountants
Working Experience
• Finance Director, Infinite Frameworks Pte Ltd and Group
of Companies
• Senior Vice President, Group Corporate Finance,
ChemOne Holdings Pte Ltd
• Senior Manager, Group Corporate Finance & Treasury,
Keppel Land Ltd
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
20
Others
Nil
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
Mr Tan is has global responsibilities for all aspects of FCL
Group’s Human Resources. He has direct oversight of
the Group’s Strategic Talent Management, Rewards and
Leadership Development.
Academic & Professional Qualifications
• Master of Business Administration (Human Resources),
Northern Illinois University, USA
• Bachelor of Science (Human Resources), Northern Illinois
University, USA
Working Experience
• Group Chief HR Officer, Surbana Corporation
• Advisory Director, Temasek Holdings
• Managing Director, Human Resources, Temasek Holdings
• Director, Human Resources, American Express
International
Present Directorships (as at 30 Sep 2015)
Listed companies
Nil
Others
Nil
Major Appointments (other than Directorships)
• Programme Director, Graduate HR Certification
Programme, Singapore Management University
• Adjunct Faculty, Lee Kong Chian School of Business,
Singapore Management University
• External Examiner, HR Programme, Ngee Ann Polytechnic
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2012 to 30 Sep 2015)
Nil
Others
Nil
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 21
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCauseway Point, SingaporeWinston Hills, New South Wales, Australia CHAIRMAN’S STATEMENT
22
“By making sustainability core to FCL’s business,
we believe that FCL has the right foundation to deliver
long-term value for our stakeholders.”
Charoen Sirivadhanabhakdi
Chairman
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Australia – a scaled platform well positioned to deliver
sustainable earnings
FCL now has a platform with scale in Australia, and
the Group has been building on it. After months of
hard work following the acquisition of Australand,
the Group completed the integration of Australand
with the rebranding of Australand to Frasers Property
Australia (FPA) this year. The Group’s entire development
and investment properties business in Australia now
operates under one brand and one management team,
comprising entirely of senior staff promoted from within
the Australia business, a clear demonstration of the
talent that FPA has in its ranks.
Under FPA’s new management team, a retail business
unit has been introduced to leverage the Group’s
combined expertise and experience. In Singapore,
the Group has a retail business unit that focuses on
managing retail properties that it develops. FPA already
develops retail space as a complementary component in
its large-scale residential developments, but these retail
spaces were previously viewed as non-core and sold
to third-parties. Leveraging the Group’s retail expertise,
FPA will now look to retain suitable future retail
developments, and build a portfolio of retail investment
properties to grow recurring income moving forward.
23
Dear Fellow Shareholders,
I am pleased to share that Frasers Centrepoint Limited
(FCL or the Group) announced a strong set of full-year
results for the second consecutive year after its relisting
on the SGX Main Board in January 2014. FCL’s FY2014/15
revenue, and attributable profit (before fair value change
and exceptional items) or core earnings, reached
$3,562 million and $543.8 million respectively. These
were up from a year ago as FCL realised the full benefits
of the execution of our growth strategies.
On the back of FCL’s sound financial performance,
the Board has proposed a final dividend of 6.2 cents.
Including FCL’s interim dividend of 2.4 cents, total
dividend for FY2014/15 is 8.6 cents, the same amount
as last year. This represents a payout ratio of about
50% of core earnings after adjusting for distributions to
perpetual securities holders. In FY2013/14, FCL also paid
out about 50% of core earnings. It is noteworthy that FCL
has been included in the FTSE All-World High Dividend
Yield Index.
ON TRACK TO REALISING FCL’S AMBITIONS
FCL’s robust financial performance this year is a
reflection of the successful execution of growth
strategies to support FCL’s strategic objective of
achieving sustainable earnings. This overarching theme
of sustainable earnings will continue to guide FCL’s
senior management team as it leads FCL towards
realising the Group’s ambitions.
Growing overseas earnings contributions with a focus
on FCL’s core markets
FCL embarked on our strategy to grow overseas about
15 years ago with our first foray into Australia in 2000,
followed by our first entry into China in 2001. These
two markets, together with Singapore, form FCL’s three
core markets. FCL’s drive to grow overseas earnings
contributions kicked into high gear in the last five years.
The overseas contribution to FCL’s profit before interest,
taxation, fair value change and exceptional items (PBIT)
has jumped to over 55% in FY2014/15 from slightly under
20% in FY2009/10.
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESThe Ponds Shopping Centre, New South Wales, Australia CHAIRMAN’S STATEMENT
On the residential side, FPA has been benefitting from the
buoyant market conditions in Australia. FPA is well placed
to trade through cycles with its sizeable residential
development pipeline and focus on the median price
points within targeted sub-markets, which are the
deepest part of the market. For now, the main focus is to
lock in presales while good market conditions prevail and
focus on efficient delivery.
On the commercial and industrial (C&I) front, as one
of the top C&I property developers and owner of one
of the largest portfolios of C&I investment properties
in Australia, FPA is well positioned to take advantage
of continued strong investment demand for quality
investment properties to unlock value and recycle
capital. Over the course of the year, FPA divested
357 Collins Street to Frasers Commercial Trust (FCOT),
as well as its 20% share of a portfolio of industrial
assets jointly held with Singapore’s GIC to a third party.
The FPA team will continue to actively explore similar
opportunities to realise value.
China – exploring opportunities to grow scale
China’s long-term fundamentals for real estate have
been further enhanced with the recent removal of its
one-child policy. Although China’s GDP growth has
come off from the double-digit highs of past years, its
forecast growth of more than 6% is still very significant,
being the second largest economy in the world,
compared to many other economies.
While the ambition is to grow our China business, FCL
has taken a cautious approach in the past few years in
view of the evolving political landscape, challenging
market conditions and policy uncertainties. FCL’s
development pipeline will last another three years or
so, during which we will work at scaling up the platform
in China. We are looking at opportunities in our core
markets of Shanghai, Suzhou and Chengdu, as well as
using these cities as a base to explore opportunities in
neighbouring cities.
Singapore – a business model designed to weather
headwinds
FCL’s financial performance in FY2014/15 has validated
our strategy to grow overseas earnings contribution,
especially in view of the headwinds that the Singapore
property market is facing on several fronts. Singapore
remains FCL’s home market, and the Group’s business
model in Singapore is designed specifically to weather
such headwinds.
On the residential front, property cooling measures and
a significant supply of completed properties entering the
market continue to impact buyer sentiment. FCL is in a
good position to face the challenges in the Singapore
residential market. We are under little pressure to reduce
prices with our low levels of unsold stock due to our
focus on achieving high levels of presales. In addition,
as a result of our disciplined approach towards land
banking in Singapore, we have limited land bank.
24
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESGemdale MegaCity, Shanghai, China
Despite the cooling measures, underlying demand
remains, as demonstrated by the successful launch of
our North Park Residences project. We will continue to
focus on delivering residential developments with the
right value proposition at an accessible price level to
capture this underlying demand. FCL is well positioned
to pick up suitable sites should land bidding for
Government Land Sales sites moderate.
In the retail space, though retailers are facing challenges
due to uncertain economic conditions, evolving retail
landscape, and manpower shortages, the Group’s
well-located suburban malls, which cater to
non-discretionary expenditure, continue to contribute
to the portfolio’s stability. In the office market, an
impending large supply of office assets that will enter
the market in 2016 and 2017, coupled with uncertain
economic conditions, have placed pressure on prime
office rents in recent months. The Group’s portfolio of
office assets, which are mostly located at the city fringe,
have remained resilient as tenants turn towards the
more affordable city fringe assets.
Secondary markets – creating optionality for FCL
FCL has been selectively and opportunistically entering
into secondary markets. While the Group’s exposure
to such secondary markets is likely to remain small as
a proportion of our total assets, the establishment of a
base in these secondary markets creates optionality for
FCL against a backdrop of an increasingly volatile global
environment and shortening property cycles.
FCL’s recent acquisition of a minority stake in Golden
Land Property Development (Gold), which is listed on
the Stock Exchange of Thailand, was our latest initiative
on this front. This acquisition was both selective and
opportunistic. Selective in the sense that Thailand,
particularly Metropolitan Bangkok, has favourable
macro factors that will be positive for real estate in the
longer term. Also the TCC Group, which is FCL’s largest
shareholder, is one of the largest real estate players in
Thailand, and through Gold, FCL is in the unique position
of being able to leverage TCC’s home market position
to access opportunities in Thailand. Opportunistic in
the sense that Gold is on the cusp of establishing a
REIT platform and entering into large-scale mixed-use
developments. The contribution of FCL’s expertise and
experience in these areas at this point in time will better
position Gold to execute these strategic initiatives and
deliver long-term value to its shareholders.
Strengthening FCL’s income base and improving
capital productivity
Growing recurring income has always been a key aspect
of strengthening FCL’s income base. In five years, FCL’s
proportion of PBIT from recurring income has increased
from over 30% to almost 60% in FY 2014/15. A higher
proportion of recurring income provides better cashflow
visibility and stable earnings contributions, which in turn
creates flexibility for capital management.
25
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Northpoint City, Singapore CHAIRMAN’S STATEMENT
Several of FCL’s recent initiatives have been aimed at
growing recurring income, including the development of
Frasers Tower and Northpoint City, which will contribute
recurring income once completed; the acquisition of
Australand, which records over half of its earnings from
its sizeable investment properties portfolio; as well as
the accelerated growth of FCL’s hospitality business,
which is on track to achieve its target of managing
30,000 keys by 2019. Following acquisitions over the
course of the year, including the Malmaison Hotel du
Vin group of boutique lifestyle hotels, FCL’s hospitality
business currently manages over 22,000 keys.
The Group’s REIT platforms are another key aspect of
our strategy to strengthen FCL’s income base through
fee income, in addition to providing an avenue to
improve capital productivity. Beyond providing fee
income and capital recycling options, FCL’s REIT
platforms also hold the key to FCL’s ability to grow faster.
For instance, it was with last year’s listing of Frasers
Hospitality Trust (FHT), that FCL’s senior management
had the confidence to embark on the accelerated
growth of our hospitality business. In addition to
injecting six assets into FHT at the point of listing, FCL
divested Sofitel Wentworth Sydney to FHT during the
course of the year.
PRUDENT CAPITAL MANAGEMENT
It is important that as FCL continues to grow, it remains
disciplined towards capital management. Diversification
of funding sources and working up the funding cost
curve are key aspects to that, and form the core thinking
behind FCL’s issuance of perpetual securities and
retail bonds.
In total, FCL has issued $1.3 billion of perpetual
securities and $500 million of retail bonds to date. Both
our perpetual securities and our retail bonds were well
received by investors, resulting in over-subscription for
all the issuances. The strong demand for FCL’s fixed
income products reflects the confidence that investors
have in FCL, and their interest in participating in the FCL
growth story.
Real estate being a capital intensive industry, another
key focus of capital management is in balancing the
differing requirements of funding future growth with
a sustainable level of gearing. In FY2014/15, FCL’s
net debt to equity was reduced to 83.6% from 88.2%
last year. While we will work on further reducing the
gearing ratio, we are mindful that it should not be at the
expense of future earnings, which are dependent on
the deployment of capital for development pipeline and
investment properties. Maintaining an optimal level of
gearing is appropriate for a growing company like FCL,
and the Board remains comfortable with a gearing level
of between 80% and 100%.
26
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFraser Suites, Le Claridge, Paris, France BUILDING A SUSTAINABLE BUSINESS IS THE
FOUNDATION FOR SUSTAINABLE EARNINGS
Sustainability is of paramount importance to FCL,
reflected not just in our strategic objective of achieving
sustainable earnings, but also in our basic approach
towards business. Building a sustainable business is part
of FCL’s DNA. Looking into the ways in which the space
we provide can enhance wellbeing, productivity and
enjoyment for users, in a manner that is friendly to the
environment and local communities, is at the heart of
what we do.
FCL is strongly committed to transparency and we
believe that it is important to share our sustainability
approach with stakeholders. With this in mind, this
year’s Annual Report includes a section featuring FCL’s
inaugural Sustainability Report, which was prepared in
accordance with international standards.
ACKNOWLEDGEMENTS
FCL will not be where it is today without the support of
our many stakeholders. To my esteemed colleagues on
the Board, thank you for the valuable guidance. Sincere
appreciation too, to our business partners, financial
advisers, bankers, customers and shareholders, for their
unwavering support of FCL. On behalf of the Board,
I would also like to thank the Boards of FCT, FCOT and
FHT, for their stewardship of our listed REITs. Last but not
least, I would like to express my deep appreciation to our
employees for their dedication and hard work.
On behalf of the Board, I would like to assure our
stakeholders that FCL will continue to maintain a high
standard of corporate governance and transparency. We
are gratified that for the second consecutive year, our
efforts in this area have been recognised with FCL being
awarded for transparency and internal audit excellence at
the SIAS Investors’ Choice Awards 2015.
By making sustainability core to FCL’s business, we
believe that FCL has the right foundation to deliver
long-term value for our stakeholders.
Charoen Sirivadhanabhakdi
Chairman
27
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES An artist's impression of Frasers Tower, Singapore
GROUP CEO’S BUS INESS R EVIEW
28
“This year’s strong financial performance is the result
of our initiatives to leverage the building blocks we
put in place last year to help deliver growth.”
Lim Ee Seng
Group Chief Executive Officer
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES We have posted a very good set of results this year with
strong growth in revenue, core earnings and attributable
profits.
FY2014/15 revenue and PBIT grew 62% and 44%
year-on-year to $3,562 million and $1,104.8 million,
respectively. The growth was fuelled primarily by new
income streams from the acquisition of Australand and
the acquisition of six hotels by FHT from the TCC Group.
Profits were also boosted by the sale of Crosspoint
mall in Beijing, as well as the completions of the Twin
Waterfalls executive condominium (EC) in Singapore,
Phases 2A and 2B of the Gemdale MegaCity residential
development in Shanghai and Phase 3A of the Baitang
One residential development in Suzhou.
In line with our strong operating performance,
attributable profit before fair value change and
exceptional items climbed 16% year-on-year to
$544 million in FY2014/15. Meanwhile attributable profit
jumped 54% year-on-year to $771 million on the back
of a 28% year-on-year increase in fair value change to
$220 million, and an exceptional gain of $7.8 million in
FY2014/15 compared to an exceptional loss of
$140 million in the previous corresponding year. The
Group’s exceptional loss in FY2013/14 was mainly a
result of one-off expenses related to restructuring costs
arising from the repayment of related company loans
prior to FCL’s listing, and Australand acquisition costs.
In terms of our balance sheet, we restated the Group’s
comparative balance sheet as at 30 September 2014
to reflect retrospective adjustments relating to FRS 110
Consolidated Financial Statements and FRS 111 Joint
Arrangements. Our total assets increased by 8.3% as at
30 September 2015 to $23.1 billion as compared to the
restated $21.3 billion for the previous year. The increase
was largely due to fair value gains, the completion of
the land purchase for Northpoint City, the acquisition
of Capri by Fraser, Changi City and the acquisition of
Malmaison Hotel du Vin (MHDV) group.
The Group’s FY2014/15 earnings per share and net asset
value per share as at 30 September 2015 amounted
to 17.2 cents and $2.25 respectively. Return on equity
increased slightly from 7.5% to 7.7%. In addition to
achieving growth in FCL’s business, we were also able to
reduce our gearing. FCL’s net debt to equity as at
30 September 2015 was 83.6%, down from 88.2%
last year.
LEVERAGING BUILDING BLOCKS TO
DELIVER GROWTH
This year’s strong financial performance is the result of
our initiatives to leverage the building blocks we put in
place last year to help deliver growth. Revenue and profit
increased as the benefits of our acquisition of Australand
and listing of FHT are realised. Moreover, our growth is
becoming more sustainable as we enlarge our recurring
income base, enabling us to continue delivering value to
shareholders.
Growing in scale and depth
In FY2014/15, we continued to focus on our key
strategies, growing both in scale and depth in
Australia, one of our core markets. The integration of
Australand was fully completed during the financial
year, culminating in the rebranding of Australand as
Frasers Property Australia (FPA) in August 2015. This
was followed by the launch of FPA’s new retail business
unit in October 2015. FPA also sold 357 Collins Street,
a Grade-A office building in the heart of the Melbourne
central business district, to FCOT for A$222.5 million in
August 2015, marking the first transaction involving
FPA’s investment properties portfolio in the execution of
FCL’s capital recycling strategy.
29
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
GROUP CEO’S BUSIN ESS REVI EW
Expanding recurring income base
The Group also successfully enlarged our recurring
income base during the financial year, with the
proportion of recurring income as a percentage of total
PBIT rising from 50% in FY2013/14 to 58% in FY2014/15.
The new income streams from FPA’s $2.5 billion portfolio
of office and industrial investment assets, which have
high occupancy rates and stable long-term leases with
fixed rental increases, contributed significantly to
this shift.
The accelerated growth of FCL’s hospitality business also
contributed to the shift to a higher recurring income
base. During the year, we acquired the MHDV group and
its portfolio of 29 boutique lifestyle hotels across the
United Kingdom (UK) for a consideration of
£363.4 million in June 2015. Concurrently, we stepped
up the global expansion of our Capri by Fraser hotel
residence brand, with 17 properties planned for in Asia
and Europe by 2019; as well as strengthened Frasers
Hospitality’s foothold in China’s second-tier cities,
with the acquisition of a serviced residence in Dalian in
August 2015 and management contracts for another
10 new properties to be added by 2017.
The Group’s REITs are also a source of recurring income
for the Group, in the form of fee income. In addition
to the divestment of 357 Collins Street to FCOT during
the year, we also divested Sofitel Wentworth Sydney to
FHT during the year. These additions to the portfolios of
FCOT and FHT help to grow assets under management
and FCL’s fee income in the process. Divestments to
the REITs also enable the Group to recycle capital while
continuing to benefit from ongoing contributions from
the properties. Through these two divestments into the
REITs, FCL unlocked almost $450 million of capital.
Diversifying funding sources
On the capital management front, FCL diversified our
funding sources through three main initiatives, starting
with the issuance of $200 million seven-year 3.95%
fixed-rate notes in October 2014. This was followed
by the issuance of $700 million 5.00% subordinated
perpetual securities in March 2015, and the issuance of
$500 million seven-year 3.65% retail bonds in
May 2015. The retail bond issuance, which was 3.2 times
subscribed, saw the placement tranche of $50 million
being fully subscribed within a day, and the public offer
being upsized to $450 million following strong demand.
30
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESHotel du Vin Wimbledon, UK DEVELOPMENT PROPERTIES
31
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESBoathouse Residences, SingaporePalm Isles, Singapore GROUP CEO’S BUS INESS R EVIEW
DEVELOPMENT PROPERTIES
Development Properties comprises the development
portfolio in Singapore, China, and the UK. The former
Australia residential portfolio is now subsumed within
Frasers Property Australia.
The Development Properties business brought in
revenue of $1,204 million, an increase of 67% while PBIT
rose by 54% to $435 million in FY2014/15. The increases
were largely contributed by the completion of Twin
Waterfalls EC in Singapore. Performance was further
boosted by project completions in China and the sale of
Crosspoint in Beijing.
Singapore
In Singapore, the Development Properties business
performed well despite the property market remaining
soft as buyers stayed on the sidelines following the
various government cooling measures and tightened
immigration policy. Revenue and PBIT increased
significantly to $726 million and $235 million
respectively, of which Twin Waterfalls EC contributed
$581 million and $133 million, respectively. Revenue
from this project was recognised at the point of
completion in June 2015. Contribution from the
remaining development portfolio was lower, due to
completion of projects last year and marketing costs
incurred for the launch of North Park Residences.
North Park Residences, a 920-unit condominium that
sits atop Northpoint City, was launched in April 2015. It is
the private residential component of Northpoint City, an
integrated development which comprises over 500 retail
and food and beverage stores, the Yishun Integrated
Transport Hub, Nee Soon Central Community Club
(the first community club within a shopping mall), the
expansive town plaza and a community garden. Within a
week of its launch, more than 400 out of the 600 units
released were snapped up. As at end September, over
590 units or 64% of the development have been sold.
The Group also continued to see sales momentum in
other projects - RiverTrees Residences, Twin Fountains
EC and Qbay Residences - which enjoyed take-up rates
of 75%, 94% and 100% respectively. In all, the Singapore
portfolio achieved sales of more than 760 units in the
current year.
During the year, we obtained Temporary Occupation
Permits (TOPs) for Palm Isles, Boathouse Residences,
Seastrand, Waterfront Isle and Twin Waterfalls EC, which
together yielded over 2,500 units.
SINGAPORE: PROJECTS CURRENTLY UNDER DEVELOPMENT
Project
Soleil @ Sinaran
Flamingo Valley
Seastrand
Waterfront Isle
Twin Waterfalls EC
Boathouse Residences
Palm Isles
Q Bay Residences
Twin Fountains EC
eCO
Watertown
RiverTrees Residences
North Park Residences
Effective
interest at
30 Sep 15 (%)
100.0
100.0
50.0
50.0
80.0
50.0
100.0
33.3
70.0
33.3
33.3
40.0
100.0
No. of units
417
393
475
563
728
494
430
632
418
750
992
496
920
% sold at
30 Sep 15
99.8
100.0
100.0
99.8
99.7
100.0
99.1
100.0
93.8
96.9
99.4
75.4
64.2
%
Completion at
30 Sep 15
100.0
100.0
100.0
100.0
100.0
100.0
100.0
88.2
91.1
64.3
56.4
36.8
7.2
Ave selling
price ($ psf)
1,446
1,224
918
1,005
711
906
853
1,031
744
1,316
1,169
1,081
1,332
Land cost
($ psf)
510
415
240
334
320
270
325
418
302
534
482
533
1,0771
Target
completion date
Completed
Completed
Completed
Completed
Completed
Completed
Completed
3QFY15/16
2QFY15/16
4QFY15/16
1QFY16/17
2QFY16/17
1QFY18/19
32
1 Land cost includes retail component
SINGAPORE: LAND BANK
Sites
ParcLife EC
TOTAL
Location
Sembawang
Effective
interest at
30 Sep 15 (%)
80.0
Est. no.
of units
628
Est. saleable
area ('M sq ft)
0.70
Land cost
($ psf ppr)
$320
Tenure
Leasehold
Est. launch
ready date
3QFY15/16
628
0.70
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 33
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of North Park Residences, SingaporeAn artist's impression of RiverTrees Residences, Singapore GROUP CEO’S BUSIN ESS REVI EW
Overseas
China
In China, revenue and PBIT increased to $437 million
and $211 million respectively, with about 2,400 units
sold.
Revenue and PBIT were boosted by the completion of
Phase 3A in Suzhou Baitang, as well as ongoing sales
of completed Phase 2B. Completion of the Group’s
joint-venture development project, Gemdale MegaCity
Phases 2A and 2B in Shanghai, and the sale of Crosspoint
in Beijing for about $78.9 million, also contributed
significantly to PBIT. These gains were, however, partly
offset by impairment losses recognised in the Chengdu
Logistics Hub development.
Suzhou Baitang
During the year, 651 units at completed phases in
Suzhou Baitang were sold while Phase 3C, which is still
under construction, saw sales of 268 of the 532 units
launched.
Chengdu Logistics Hub
Phase 2, which comprises two office towers and an
ancillary retail block with 149 office units and 14 retail
units, saw sales of 23 units in FY 2014/15. Phase 4, which
is currently under construction, is expected to complete
in mid-2016.
Gemdale MegaCity
Phase 2 of the Group’s joint-venture development,
Gemdale MegaCity in Shanghai, saw sales of 223 units in
FY2014/15. Handover for Phase 2 took place in June and
August 2015.
Phase 3C, though still under construction, saw 85% of
the 1,446 launched units sold. Handover for Phase 3C is
expected to take place in end FY2015/16.
34
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Chengdu Logistics Hub, Chengdu, ChinaGemdale MegaCity, Shanghai, China CHINA: PROJECTS CURRENTLY UNDER DEVELOPMENT
Location
Suzhou
Suzhou
Suzhou
Suzhou
Suzhou
Projects
Baitang One (P1A)
Baitang One (P1B)
Baitang One (P2A)
Baitang One (P2B)
Baitang One (P3A)
Chengdu Logistics Hub (P2) Chengdu
Gemdale MegaCity (P2A)2
Shanghai
Gemdale MegaCity (P2B)2
Shanghai
Chengdu Logistics Hub (P4) Chengdu
Baitang One (P3C1)
Gemdale MegaCity (P3C)2
Suzhou
Shanghai
Effective
interest at
30 Sep 15 (%) No. of units
100.0
100.0
100.0
100.0
100.0
80.0
45.2
45.2
80.0
100.0
45.2
426
542
538
360
706
163
1,065
1,134
358
706
1,446
%
Sold at
30 Sep 15
100.0
99.8
99.6
94.2
99.6
78.5
87.4
97.0
0.3
38.0
84.9
% Completion
at 30 Sep 15
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
66.0
29.3
28.8
Ave. selling
price
(RMB psf)
1,247
1,265
1,125
1,390
1,308
814
1,545
1,786
641
1,590
2,127
Land cost1
(RMB psf)
238
236
238
237
237
32
135
144
36
238
133
Target
completion
date
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
2QFY15/16
4QFY15/16
4QFY15/16
35
CHINA: LAND BANK
Sites
Baitang One (P3B & 3C2)
Gemdale MegaCity (P4-5)2
Residential
Chengdu Logistics Park (P2A)
Commercial
TOTAL
Land cost includes land use tax
1
2 Gemdale MegaCity was accounted for as an associate
Location
Suzhou
Shanghai
Effective
interest at
30 Sep 15 (%)
100.0
45.2
Chengdu
80.0
Est. no.
of units
679
3,464
4,143
259
259
Est. saleable area
(’M sq ft)
1.1
3.8
4.9
1.1
1.1
Land cost1
(RMB psf)
238
195
33
4,402
6.0
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESBaitang One, Suzhou, China COMMERCIAL PROPERTIES
36
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of The Centrepoint, Singapore GROUP CEO’S BUS INESS R EVIEW
COMMERCIAL PROPERTIES
Commercial Properties portfolio includes the malls,
offices and business park space held by FCT and FCOT,
and the non-REIT commercial properties in Singapore
and overseas.
The Group has interests in and/or manages a global
commercial portfolio of 26 retail, office and business
space properties totalling a net lettable area (NLA) of
8.5 million sq ft (not including properties held under
FPA). In Singapore, the Group has interests in and/
or manages 13 shopping malls under the Frasers
Centrepoint Malls brand. The Group also has 13 offices
and business spaces in Singapore, Australia, China and
Vietnam.
Revenue from the Commercial Properties segment
climbed 2% year-on-year to $408 million in FY2014/15,
while PBIT increased 13% year-on-year to $338 million.
The Group’s share of fair value gains from joint ventures
One @ Changi City and Waterway Point, as well as
higher contributions from FCT following its acquisition
of Changi City Point in June 2014, and from better
performance by FCOT, helped to offset the impact of
a fall in occupancy at The Centrepoint due to ongoing
asset enhancement initiatives.
Retail
Occupancy for non-REIT retail properties, Robertson
Walk and Valley Point Shopping Centre, remained
healthy at 90%. Following the completion of its
upgrading works, Valley Point Shopping Centre now
provides more food and beverage offerings to shoppers.
The Centrepoint is in the midst of renovations – work
began in May 2015 and is expected to be completed
in the second half of 2016. This is part of the Group’s
ongoing strategic initiative to refresh the malls within its
portfolio. Upon completion, the mall will have a wider
street frontage on Orchard Road and greater shop
visibility via a sunken plaza.
Waterway Point, the 370,824 sq ft retail and lifestyle
hub located next to Punggol MRT station is expected
to open for business in January 2016. When opened, it
will offer a diverse range of retail, dining, entertainment
and educational experiences. As at 30 September 2015,
about 90% of the retail space has been committed.
Frasers Centrepoint Trust
FCT continued to perform well, registering its ninth
consecutive year of DPU growth since its listing. DPU for
FY2014/15 rose 3.8% year-on-year to 11.608 cents. Its
gross revenue for FY2014/15 rose 12.8% to a new high
of $189.2 million, driven by steady rental income growth
from the portfolio properties and a full-year contribution
by Changi City Point, which FCT acquired in June 2014.
Its net property income for the full year was up 11.0% to
$130.0 million.
The overall occupancy for FCT’s six malls remained
steady at 96.0% as at 30 September 2015. The portfolio’s
average rental reversion for FY2014/15 was 6.3%.
37
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESChangi City Point, Singapore GROUP CEO’S BUSIN ESS REVI EW
Office and Business Space
The Group’s non-REIT office portfolio continues to
trade well despite the challenging macro environment
as well as stiff competition from other office landlords.
Alexandra Point and Valley Point Office Tower both
enjoy over 90% occupancy. Strong leasing demand
for office space saw Me Linh Point in Ho Chi Minh City
achieve 100% occupancy for yet another year.
38
The construction tender for Frasers Tower was awarded
in February 2015 and construction has commenced.
When completed in 2018, the 38-storey Grade-A office
tower with an adjacent three-storey retail podium
located at Cecil Street will add a NLA of 690,000 sq ft to
the Group’s office portfolio.
Frasers Commercial Trust
FCOT ended FY2014/15 with its highest distributable
income of $67.8 million and distribution per unit (DPU)
of 9.71 cents since its listing in 2006. This was the sixth
consecutive year of growth in distributable income and
DPU since the completion of the Trust’s recapitalisation
exercise in 2009.
During the year, the strategic addition of the office
building 357 Collins Street to FCOT’s portfolio, marked
FCOT’s maiden entry into the Melbourne CBD office
market. As part of its proactive asset management
initiatives, FCOT also unlocked the value of the
16,000 sq m additional gross floor area at China Square
Central for hotel use.
Gross revenue of $142.2 million for FY2014/15 increased
19.7% compared to FY2013/14, mainly driven by the
higher contribution from the Singapore properties and
acquisition of 357 Collins Street in August 2015, which
was offset by the weaker performances of the Australian
properties mainly due to the weaker Australian dollar
and lower occupancy rate of Central Park, Perth. Net
property income (NPI) of $101.9 million for FY2014/15
was up 12.5% compared to FY2013/14.
As at 30 September 2015, FCOT’s overall property
portfolio value increased by $129.9 million or 7.1%
year-on-year, to $1,954.8 million. The Trust achieved
a healthy average portfolio occupancy rate of 95.4%
as at 30 September 2015. The average occupancy
rates in Singapore and Australia were 95.0% and 95.9%,
respectively. In FY2014/15, the properties in Singapore
continued to enjoy positive weighted average rental
reversions of between 5.7% to 17.9%1, or an overall
positive weighted average rental reversion of 16.8%.
As at 30 September 2015, the Trust has a well-spread
lease expiry profile where not more than 31.0% of the
portfolio leases by gross rental income will expire in
a single financial year. The tenant retention rate was
healthy at 86.4% in FY2014/15.
1
The weighted average rental reversions based on the area for
new and renewed leases which commenced in FY2014/15 for all
Singapore properties.
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESChina Square Central, Singapore357 Collins Street, Melbourne, Australia COMMERCIAL PORTFOLIO
Properties
SINGAPORE: REIT (Frasers Centrepoint Trust)
Anchorpoint
Bedok Point
Causeway Point
Northpoint
YewTee Point
Changi City Point
SINGAPORE: Non-REIT retail asset
Compass Point1
Robertson Walk
The Centrepoint2
Valley Point (Retail)
Eastpoint Mall3
Waterway Point4
Northpoint City (Retail)4
Total RETAIL
SINGAPORE: REIT (Frasers Commercial Trust)
55 Market Street
Alexandra Technopark
China Square Central
SINGAPORE: Non-REIT office/business park asset
Alexandra Point
Valley Point Office Tower
ONE@Changi City (Office)10
51 Cuppage Road
Frasers Tower4
OVERSEAS: REIT (Frasers Commercial Trust)
Australia, Canberra - Caroline Chisholm Centre
Australia, Perth - Central Park11
Australia, Melbourne - 357 Collins Street
OVERSEAS: Non-REIT office/business park asset
China, Chengdu - Chengdu Logistics Hub
(classified as held for sale)
Vietnam, Ho Chi Minh City - Me Linh Point
Total OFFICE/BUSINESS PARK
Effective
interest at
30 Sep 15
(%)
Book value at
30 Sep 15
($’M)
Net lettable
area
(sq ft)
Occupancy
FY14/15 (%)
FY13/14 (%)
41.3
41.3
41.3
41.3
41.3
41.3
19.0
100.0
100.0
100.0
0.0
33.3
100.0
27.2
27.2
27.2
100.0
100.0
50.0
100.0
100.0
27.2
13.6
27.2
80.0
75.0
100.0
108.0
1,110.0
665.0
170.0
311.0
541.0
119.0
620.0
47.0
NA
928.0
1,042.0
70,989
82,713
415,774
235,850
70,670
207,244
266,586
97,044
364,304
43,205
207,729
370,824
330,000
5,761.0
2,762,932
136.0
503.07
570.0
71,796
1,045,227
372,182
289.0
261.0
411.0
400.0
1,034.0
215.0
581.0
240.0
199,590
183,140
679,267
275,007
690,000
433,182
713,690
343,616
55.0
57.0
4,752.0
507,468
188,250
5,702,415
96.9
84.2
99.5
98.2
94.8
91.1
80.2
89.0
61.9
90.1
84.1
90.05
NA
95.8
94.6
96.29
91.2
91.8
97.0
76.6
NA
100.0
88.6
98.4
100.0
100.0
97.8
98.2
99.8
99.4
96.6
97.9
98.9
100.0
61.4
81.2
NA
NA
NA
100.06
96.98
98.8
100.0
98.0
94.1
61.2
NA
100.0
88.6
90.612
74.4
100.0
Total COMMERCIAL PROPERTIES
10,513.0
8,465,347
1 On 9 December 2015, FCL (through its wholly owned subsidiary, FCL Centrepoint Pte. Ltd.) entered into a conditional sale deed to sell its entire
minority shareholding interest in Gemshine Investments (S) Pte. Ltd. (“Gemshine”) to its joint venture partner, Lexis 88 Investments (Mauritius) Limited.
On completion, the Group will no longer manage Compass Point, which is held by five special purpose companies wholly owned by Gemshine
39
2 Undergoing asset enhancement
3 Managed asset
4 Currently under development
5 Occupancy is based on committed leases
6
Based on the committed occupancy as at 30 September 2014
Book value as reported by FCOT. The Group adjusted the book value to reflect its freehold interest in the property
7
8 Based on the underlying leases of Alexandra Technopark. On 25 August 2014, the master lease with Orrick Investments Pte Ltd expired and was
not renewed
9 Based on the committed occupancy as at 30 September 2015
10 On 9 December 2015, Ascendas Frasers Pte. Ltd. (a joint venture in which the Group owns 50% indirect shareholding interest), which holds
ONE@Changi City, entered into a conditional put and call option agreement, and will enter into a sale and purchase agreement upon the exercise
of the option, for the sale of the said property to Ascendas Real Estate Investment Trust
11 FCOT has 50% indirect interest in the asset
12
Based on the committed occupancy as at 30 September 2014. The property was divested to FCOT on 18 August 2015
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES HOSPITALIT Y PROPER TIES
40
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Fraser Suites, Dalian, ChinaFraser Suites, SingaporeSofitel Sydney Wentworth, Sydney, Australia GROUP CEO’S BUS INESS R EVIEW
HOSPITALITY PROPERTIES
FCL’s Hospitality business comprises hotels and serviced
residences held by FHT and FCL’s non-REIT hospitality
assets.
Revenue and PBIT from the Hospitality segment rose
122% and 46% year-on-year to $566 million and
$124 million respectively. The increases in revenue
and PBIT were largely driven by the acquisition of the
MHDV group of 29 boutique lifestyle hotels in the UK
in June 2015, and the benefit of full-year contribution
from properties acquired towards the end of last year,
namely Sofitel Sydney Wentworth, Australia and the six
hotels acquired by FHT from the TCC Group. The gains
were partly offset by a weaker Australian dollar against
the Singapore dollar for Australian assets, and unrealised
exchange losses recorded on United States dollar bank
loans.
Frasers Hospitality
Frasers Hospitality continued to grow its portfolio in
FY2014/15 through acquisitions in Singapore, Europe and
China.
In June 2015, Frasers Hospitality augmented its product
offering with the purchase of the MHDV group – a highly
recognised upscale collection of 29 boutique hotels
situated in iconic buildings across first class locations in
the UK’s regional city centres, cathedral and university
towns. Each hotel has its own individual character
shaped by architecture, history and location and both the
Malmaison and Hotel du Vin brands are renowned for
their trademark bistros and bars.
The addition of 2,000 keys from this collection as well as
the acquisition in March 2015 of a 1900 heritage building
in Hamburg, which will be transformed into Fraser Suites
Hamburg, will also strengthen Frasers Hospitality’s
foothold in Europe. This fulfils Frasers Hospitality’s plans
to further entrench itself in the UK and Europe, which
now account for 17% of total inventory.
Frasers Hospitality’s third acquisition in FY2014/15 was a
greenfield development in the burgeoning city of Dalian,
putting it on track to double its presence in China to
30 properties with over 7,000 keys by 2018. In January
2015, Frasers Hospitality opened its first property in
Wuhan – Modena by Fraser. New properties in the
pipeline will be located in Changsha, Hefei, Nanchang,
Shenzhen, Suzhou, Tianjin, Wuxi, Xiamen, Chengdu and
Shanghai. The 16 new properties not only add to its
existing portfolio in key established and emerging cities,
thereby strengthening Frasers Hospitality’s network in
China, they are also positioned in the most thriving cities
that are poised for further growth.
During the year, Frasers Hospitality also acquired hotel
residence Capri by Fraser, Changi City and the leasehold
rights to develop a 16-storey Capri by Fraser at China
Square Central in Singapore. Beyond acquisitions, in
FY2014/15, Frasers Hospitality launched Fraser Residence
Kuala Lumpur, Fraser Suites Diplomatic Area Bahrain,
Capri by Fraser, Brisbane in Australia, Capri by Fraser,
Barcelona in Spain as well as Capri by Fraser, Frankfurt
in Germany. In addition, Frasers Hospitality has secured
eight memoranda of understanding and/or agreements
to manage several properties in Bahrain, China,
Indonesia, Malaysia, Nigeria, and Saudi Arabia.
Frasers Hospitality’s entry into the direct management of
boutique hotels complements its current stable of owned
and managed serviced residences and hotel residences
across Europe, Asia, Australia and the Middle East.
As at 30 September 2015, Frasers Hospitality’s portfolio,
including sign-ups, stands at 129 properties across more
than 70 cities and over 22,000 keys.
41
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCapri by Fraser, Brisbane, Australia GROUP CEO’S BUSIN ESS REVI EW
SERVICED RESIDENCES: PROPERTIES IN OPERATION
Owned Properties
Country
Australia
China
Indonesia
Property
Fraser Suites Perth
Fraser Place Melbourne
Capri by Fraser, Brisbane
Fraser Suites Beijing
Fraser Residence Sudirman
Jakarta
Fraser Suites Kensington
Fraser Place Manila
Capri by Fraser, Barcelona
UK
Philippines
Spain
Singapore Capri by Fraser, Changi City
Fraser Place Robertson Walk,
Singapore
Capri by Fraser, Frankfurt
Germany
Effective
interest at
30 Sep 15 No. of
units
236
112
239
357
(%)
87.5
100.0
100.0
100.0
Occupancy
Average daily rate
FY14/15 (%)
89.0
89.7
63.1
87.4
FY13/14 (%)
86.9
91.1
NA
84.1
FY14/15
A$314.8
A$142.2
A$218.3
RMB834.5
FY13/14
A$288.0
A$138.7
NA
RMB831.3
Book value at
30 Sep 15
(‘M)
A$118.0
A$30.0
A$96.0
RMB1,196.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
108
70
89
97
313
164
153
82.4
75.7
83.1
68.1
86.6
77.5
53.0
83.6
81.6
87.3
70.0
83.3
69.8
NA
US$141.4
£253.6
PHP7,012.2
€101.4
$252.1
US$142.3
£268.1
PHP7,131.5
€115.5
$257.5
US$34.0
£118.0
PHP1,580.0
€19.0
$203.0
$355.2
€168.0
$382.4
NA
$210.0
€34.0
Total No. of rooms owned
1,938
42
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCapri by Fraser, Barcelona, SpainFraser Suites Kensington, UK 43
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCapri by Fraser, Brisbane, Australia GROUP CEO’S BUSIN ESS REVI EW
Managed Properties
Country
Bahrain
China
France
Hungary
Indonesia
India
Japan
UK
Malaysia
Qatar
Singapore
South Korea
Thailand
Turkey
UAE
Vietnam
Property
Fraser Suites Bahrain
Fraser Suites Diplomatic Area Bahrain
Fraser Place Shekou
Fraser Residence Shanghai
Fraser Suites Shanghai
Fraser Residence CBD East, Beijing
Fraser Suites, Nanjing
Modena by Fraser Shanghai Putuo
Modena by Fraser Heping Tianjin
Fraser Suites Chengdu
Fraser Suites Suzhou
Modena by Fraser Jinjihu Suzhou
Fraser Suites Guangzhou
Modena by Fraser Wuxi New District
Modena by Fraser Wuhan
Fraser Suites Harmonie, Paris
Fraser Suites Le Claridge, Paris
Fraser Residence Budapest
Fraser Residence Menteng Jakarta
Fraser Suites New Delhi
Fraser Residence Nankai Osaka
Fraser Residence Prince of Wales Terrace
Fraser Residence Bishopgate
Fraser Residence Blackfriars
Fraser Residence Monument
Fraser Residence City
Fraser Place Kuala Lumpur
Capri by Fraser, Kuala Lumpur
Fraser Residence Kuala Lumpur
Fraser Suites Doha
Fraser Place Fusionopolis
Fraser Residence Orchard
Fraser Suites Insadong, Seoul
Fraser Place Central, Seoul
Fraser Place Namdaemun
Fraser Suites, Sukhumvit, Bangkok
Fraser Place Anthill Istanbul
Fraser Suites Dubai
Fraser Suites, Hanoi
Capri by Fraser, Ho Chi Minh City
Total no of rooms (under management)
44
Occupancy
FY14/15 (%)
80.0
64.1
74.5
87.4
89.3
79.4
75.4
74.9
74.9
65.1
76.4
57.1
81.2
50.9
57.3
80.2
78.7
94.0
43.6
66.1
82.7
79.1
94.3
79.2
80.2
81.3
70.4
72.0
36.3
75.3
82.5
72.3
84.6
72.0
72.5
83.5
63.7
72.1
94.6
63.7
FY13/14 (%)
78.5
NA
93.8
83.9
90.6
81.1
81.4
67.0
89.5
77.7
85.0
81.5
69.0
23.4
26.7
85.8
71.3
92.2
44.0
81.0
81.5
85.4
90.1
88.0
83.4
86.7
77.9
37.9
NA
90.2
80.7
71.8
94.4
92.7
73.6
76.9
71.1
78.3
93.7
60.6
No of units
90
113
232
324
186
228
210
348
104
360
276
237
332
120
171
134
110
51
128
92
114
18
26
12
14
22
315
240
446
138
50
72
213
254
252
163
116
180
185
175
6,851
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFraser Suites Diplomatic Area Bahrain MHDV Group of Hotels
(%)
Property
0.0
Malmaison Aberdeen
100.0
Malmaison Belfast
0.0
Malmaison Birmingham
0.0
Malmaison Dundee
100.0
Malmaison Edinburgh
100.0
Malmaison Glasgow
100.0
Malmaison Leeds
100.0
Malmaison Liverpool
0.0
London Charterhouse
0.0
Malmaison Manchester
0.0
Malmaison Newcastle
0.0
Malmaison Oxford
100.0
Malmaison Reading
100.0
Hotel du Vin Birmingham
100.0
Hotel du Vin Brighton
100.0
Hotel du Vin Bristol
100.0
Hotel du Vin Cambridge
100.0
Hotel du Vin Cheltenham
100.0
Hotel du Vin Edinburgh
100.0
Hotel du Vin Glasgow
100.0
Hotel du Vin Harrogate
100.0
Hotel du Vin Henley
100.0
Hotel du Vin Newcastle
100.0
Hotel du Vin Poole
100.0
Hotel du Vin St Andrews
Hotel du Vin Tunbridge Wells 100.0
100.0
Hotel du Vin Wimbledon
100.0
Hotel du Vin Winchester
100.0
Hotel du Vin York
Effective
interest at
30 Sep 15 No of
units
79
64
192
91
100
72
100
130
97
167
122
95
75
66
49
40
41
49
47
49
48
43
42
38
36
34
48
24
44
Country
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Total no. of rooms (owned and leased)
2,082
Occupancy
Average daily rate
FY14/15 (%)
81.7
91.1
77.0
87.4
89.7
89.7
83.1
83.4
93.5
86.8
90.1
95.5
89.3
80.1
93.3
92.1
91.4
85.1
88.7
90.0
82.5
93.1
82.5
94.2
82.6
82.4
79.9
92.5
88.7
FY13/14 (%)
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
FY14/15
£126.1
£90.6
£90.0
£87.6
£115.1
£96.2
£89.8
£76.2
£162.2
£93.4
£95.1
£179.3
£104.8
£100.0
£164.3
£136.4
£175.2
£106.9
£166.4
£141.0
£117.3
£152.3
£101.7
£138.8
£204.1
£128.4
£172.4
£137.6
£123.5
FY13/14
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
Book value at
30 Sep 15
('M)
£0.0
£7.0
£0.0
£0.0
£15.0
£11.0
£14.0
£14.0
£0.0
£0.0
£0.0
£0.0
£13.0
£10.0
£19.0
£13.0
£16.0
£9.0
£12.0
£12.0
£7.0
£10.0
£5.0
£4.0
£7.0
£9.0
£18.0
£8.0
£10.0
45
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESHotel du Vin St Andrews, UKMalmaison Belfast, UK GROUP CEO’S BUSIN ESS REVI EW
Frasers Hospitality Trust
For its maiden set of full-year results, FHT’s distributable
income and dividend per share both exceeded
its forecast by 1.2% and 2.6% at $93.7 million and
7.56 cents respectively, with gross revenue and net
property income largely in line with its forecast. Strong
performances from properties in Japan, Australia and
the UK balanced the softer Singapore and Kuala Lumpur
markets during the year. Singapore properties were
affected by a rescheduling of the planned
$26.0 million asset enhancement project at
InterContinental Singapore, which resulted in more
out-of-inventory rooms than previously budgeted during
FY2014/15.
During FY2014/15, FHT grew its portfolio to
13 properties, raising its value from $1.67 billion to
$1.96 billion with the acquisition of Sofitel Sydney
Wentworth in July 2015. The hotel was FHT’s first
acquisition since its initial public offering on
14 July 2014, and its third hospitality asset in Sydney,
Australia’s premier business and tourist destination.
Held Through Frasers Hospitality Trust
Country
Singapore
Property
Intercontinental Singapore
Fraser Suites Singapore
Kuala Lumpur The Westin Kuala Lumpur
Kobe
Sydney
Glasgow
Edinburgh
London
Ana Crowne Plaza Kobe
Fraser Suites Sydney
Novotel Rockford Darling Harbour
Sofitel Sydney Wentworth
Fraser Suites Glasgow
Fraser Suites Edinburgh
Fraser Suites Queens Gate, London
Best Western Cromwell London
Park International London
Fraser Place Canary Wharf, London
Total no. of rooms owned & managed
Total under Frasers Hospitality Group
FCL's effective
interest at
30 Sep 15
(%)
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
20.3
No of
units
406
255
443
593
201
230
436
98
75
105
85
171
108
3,206
14,077
Book value at
30 Sep 151
('M)
$535.0
$310.0
MYR443.0
¥14,000.0
A$110.0
A$73.0
A$227.0
£10.0
£14.0
£61.0
£19.0
£41.0
£42.0
1
Book value as reported by FHT. The Group adjusted the book value to reflect its freehold interest in the serviced apartments and hotels
46
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESThe Westin Kuala Lumpur, Malaysia FRASERS PROPER T Y AUSTRALIA
47
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFairwater, Blacktown, New South Wales, AustraliaEastern Creek Business Park, New South Wales, AustraliaRichlands, Queensland, AustraliaAn artist's impression of Prospect Park, Burwood, Victoria, Australia GROUP CEO’S BUSIN ESS REVI EW
FRASERS PROPERTY AUSTRALIA
FPA comprises the former Australand and FCL’s original
development business in Australia. The business includes
the development of residential land, housing and
apartments, and the development and management
of income-producing commercial, retail and industrial
properties.
Australand became a member of the FCL Group on
29 August 2014 and was rebranded as FPA on
31 August 2015. FY2014/15 marked the first full-year
contribution from FPA, which did well in both volume
and profitability.
IP Assets by property
FPA registered a 67% year-on-year gain in revenue
to $1,373 million and a 116% year-on-year surge in
PBIT to $270 million. Of these, the former Australand
contributed $1,087 million and $212 million to revenue
and PBIT respectively, excluding share of joint ventures’
fair value gains. These stemmed mainly from the former
Australand’s investment property portfolio, which
is 96.8% occupied and valued at an average market
capitalisation rate of 7.5%, as well as the completion
and settlement of further stages of Discovery Point and
Clemton Park projects in Sydney, and a further stage of
the Carlton project in Melbourne.
Property Address
227 Walters Road, Arndell Park
2 Wonderland Drive, Eastern Creek
Lot 1 Kangaroo Close, Eastern Creek
Lot 5, Kangaroo Avenue, Eastern Creek
Lot 6&7, Kangaroo Avenue, Eastern Creek
Lot 22 Eucalyptus Place, Eastern Creek
6 Butu Wargun Drive, Greystanes
10 Butu Wargun Drive, Greystanes
8 Butu Wargun Drive, Greystanes
Lot 2 Inner Circle, Port Kembla
8 Distribution Place, Seven Hills
10 Stanton Road, Seven Hills
8 Stanton Road, Seven Hills
99 Station Road, Seven Hills
80 Hartley Street, Smeaton Grange
11-13 Gibbons Road, Winston Hills
35 Huntingwood Drive, Huntingwood
Lot A, 211 Wellington Road, Mulgrave1
2-34 Aylesbury Drive, Altona
610 Heatherton Road, Clayton South
21-33 South Park Drive, Dandenong South
16-32 South Park Drive, Dandenong South
22-28 Bam Wine Court, Dandenong South
63-79 South Park Drive, Dandenong South
98-126 South Park Drive, Dandenong South
89-103 South Park Drive, Dandenong South
1 West Park Drive, Derrimut
64 West Park Drive, Derrimut
1 & 15 Sunline Drive, Derrimut
468 Boundary Road, Derrimut
Cnr Sunline & Efficient Drives, Derrimut
23 Scanlon Drive, Epping
49-71 Pacific Drive, Keysborough
170-172 Atlantic Drive, Keysborough
70-86 Atlantic Drive, Keysborough
150-168 Atlantic Drive, Keysborough
77-89 Atlantic Drive, Keysborough
2-46 Douglas Street, Port Melbourne
25-29 Jets Court, Tullamarine
17-23 Jets Court, Tullamarine
28-32 Sky Road East, Tullamarine
Effective
interest at Book value at
30 Sep 15
(%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
NA
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
30 Sep 15
($'M)
23.3
47.3
26.7
36.2
58.8
25.8
28.9
33.6
33.7
22.8
21.2
11.7
14.8
15.6
60.2
37.0
NA
13.9
20.9
19.0
19.4
11.6
18.8
13.7
32.2
9.3
8.1
16.6
27.1
22.4
36.7
12.7
27.3
31.6
15.3
31.3
17.8
21.9
9.8
7.6
8.6
Lettable
area
(sq ft)
190,876
312,659
171,340
248,474
445,637
173,019
206,861
276,686
242,306
975,867
132,601
76,047
115,260
115,949
659,623
178,950
NA
74,432
231,349
90,277
237,947
137,014
189,509
150,296
302,057
112,214
108,479
218,906
281,509
266,208
412,635
133,053
270,852
322,960
145,259
293,553
162,481
234,686
167,314
106,229
130,093
Occupancy
FY14/15
(%)
100.0
100.0
100.0
55.2
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
NA
0.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
76.1
100.0
100.0
100.0
69.9
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
FY13/14
(%)
100.0
100.0
100.0
NA
NA
NA
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
NA
100.0
NA
0.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.8
100.0
100.0
100.0
0.0
100.0
100.0
100.0
0.0
100.0
NA
100.0
100.0
100.0
100.0
State
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
I
L
A
R
T
S
U
D
N
I
48
1
Under development
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES IP Assets by property (Cont'd)
Property Address
38-52 Sky Road East, Tullamarine
96-106 Link Road, Tullamarine
115-121 South Centre Road, Tullamarine
42-46 Sunline Drive, Truganina
47-59 Boundary Road, Carole Park
57-71 Platinum Street, Crestmead
51 Stradbroke Street, Heathwood
Flint Street, Inala
102 Trade Street, Lytton
286 Queensport Road, Murarrie
Earnshaw Road, Northgate
63 & 99 Sandstone Place, Southlink Business Park,
Parkinson
44 Cambridge Street, Rocklea
99 Shettleston Street, Rocklea
5 Butler Boulevard, Adelaide Airport
20-22 Butler Boulevard, Adelaide Airport
18-20 Butler Boulevard, Adelaide Airport
Lot 102 Coghlan Road, Outer Harbor
60 Paltridge Road, Perth Airport
Tower A, 197-201 Coward Street, Mascot
Tower B, 197-201 Coward Street, Mascot
1B Homebush Bay Drive, Rhodes
1F Homebush Bay Drive, Rhodes
1D Homebush Bay Drive, Rhodes
Homebush Bay Drive, Rhodes
20 Lee Street, Henry Deane Building, Sydney
26-30 Lee Street, Gateway Building, Sydney
690 Springvale Road & 350 Wellington Road,
Mulgrave
658 Church Street, Richmond
2 Southbank Boulevard, Southbank
28 Southbank Boulevard, Southbank
Freshwater Place, Public Car Park, Southbank
357 Collins Street, Melbourne
138 Ferny Avenue, Surfers Paradise
I
L
A
R
T
S
U
D
N
I
E
C
I
F
F
O
State
VIC
VIC
VIC
VIC
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
SA
SA
SA
SA
WA
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
VIC
VIC
VIC
VIC
VIC
VIC
QLD
30 Sep 15
($'M)
Effective
interest at Book value at
30 Sep 15
(%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
23.2
26.1
5.7
15.5
13.3
28.4
22.5
23.4
14.5
31.9
49.6
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
50.0
100.0
NA
NA
197.6
14.8
21.0
7.8
10.7
8.5
6.7
18.4
70.2
51.2
71.5
103.1
107.4
10.0
49.0
79.0
82.5
39.2
211.3
126.6
15.6
NA
NA
Lettable
area
(sq ft)
497,626
200,198
33,207
157,541
142,729
207,733
160,554
162,018
155,851
231,758
331,302
583,888
117,585
163,461
88,527
120,524
75,255
71,317
216,817
136,278
108,594
137,768
189,949
185,548
14,402
98,078
135,641
226,440
85,552
591,178
365,898
127,251
NA
NA
Occupancy
FY14/15
(%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
0.0
100.0
100.0
100.0
100.0
100.0
85.8
100.0
100.0
100.0
61.3
95.8
59.3
100.0
93.7
100.0
100.0
100.0
100.0
100.0
99.4
96.9
99.9
100.0
NA
NA
FY13/14
(%)
0.0
100.0
100.0
NA
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
85.5
100.0
100.0
100.0
58.3
95.9
26.1
100.0
76.3
100.0
100.0
100.0
100.0
100.0
100.0
99.4
100.0
100.0
90.6
100.0
2,508.3
15,421,933
96.8
94.5
49
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESClemton Park Village, New South Wales, Australia GROUP CEO’S BUSINESS REVI EW
Residential Development
FPA’s Residential division completed and settled 3,400
residential units and sold 3,336 units in FY2014/15.
2,950 units were released for sale during the year.
Notable releases in New South Wales included Centrale
at North Ryde and Peak at Putney Hill. A fourth
residential building, Connor, was released for sale at
Central Park and is now 97% sold. Release of both land
and housing at the well-established Shell Cove estate
were keenly received, as construction continued on the
community’s A$600 million boat harbour. The Fairwater
estate in western Sydney was launched in June 2015;
more than 7,000 people registered for the first three land
releases, which sold out within minutes.
In Victoria, FPA commenced marketing and developing
a 50.4 hectare master-planned development in Sunbury
in outer Melbourne, which will yield 391 new homes,
community amenities and up to 5,000 sq m of future
retail floor space. Development approvals were also
received for the redevelopment of the East Burwood
brickworks in Melbourne’s eastern suburbs. In addition,
there were a number of new releases in medium density
and land projects in both Queensland and Western
Australia.
Major acquisitions during the year include Coorparoo
Square in Brisbane, Queensland, a joint venture
with Honeycombes Property Group. The mixed-use
development, which comprises 366 apartments,
extensive private residential amenities and a
6,000 sq m shopping and cinema precinct, is 89% sold
with construction now well underway.
Edmondson Park Town Centre in Sydney’s west was
secured by winning a public tender conducted by the
NSW government. Adjoining a major new train station
and comprising 1,417 units (terraced homes, medium
and high density apartments), a 40,000 sq m sub-regional
shopping centre, commercial space, community
facilities and public open spaces, Edmondson Park Town
Centre is currently in design development.
A greenfield land acquisition at Grampian Way in
Queensland provides a further 1,050 residential building
lots in south east Brisbane’s main growth corridor.
At the close of FY2014/15, the residential division
has a strong development pipeline of 16,970 units,
representing a gross development value (GDV) of
$8.5 billion.
FY2014/15 also marked the completion
of two major student housing projects,
both located within Central Park,
Sydney. Unilodge @ Kensington Street
and The Steps comprise the Group’s
first involvement in student housing as a
property asset class.
50
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Coorparoo Square, Brisbane, Queensland, Australia AUSTRALIA: Residential – Projects currently under development
Site1
Cockburn Central (Kingston, Stage 4) - H/MD, WA
Parkville (Jardin) - H/MD , VIC
Wolli Creek (Summit) - HD , NSW
Carlton (The Carlton) - H/MD , VIC
One Central Park - HD, NSW
The Mark - HD, NSW
Queens Riverside (QIII) - HD, WA
Queens Riverside (QII) - HD, WA
Hamilton (Atria South) - H/MD, QLD
Cockburn Central (Vicinity Stage 1) - H/MD, WA
Kangaroo Point (Linc) - HD, QLD
Carlton (Reside) - H/MD , VIC
Kangaroo Point (Affinity) - HD, QLD
Queens Riverside (Lily) - HD, WA
Croydon - L, VIC
Cockburn Central (Vicinity Stage 2) - H/MD, WA
Port Coogee JV1 - L, WA
Shoreline - L, WA
Putney Hill (Stage 1) - HD, NSW
Sunshine - H/MD, VIC
Hamilton (Newport) - H/MD, QLD
Wolli Creek (Shore) - HD, NSW
Wolli Creek (Pavilion) - HD, NSW
Parkville (Thrive) - H/MD, VIC
Wolli Creek (Summit-Retail) - HD , NSW
Hamilton (Atria North) - H/MD, QLD
Wolli Creek (Vivid) - HD, NSW
Frasers Landing, Mandurah - HD, WA
Carlton (APT) - H/MD, VIC
Lidcombe - H/MD, NSW
Parkville (Flourish) - H/MD, VIC
Clemton Park (Piazza) - H/MD, NSW
Clemton Park (Garden) - H/MD, NSW
Kangaroo Point (Yungaba House/Other) - HD, QLD
Connor - HD, NSW
Clemton Park (Podium) - H/MD, NSW
Clemton Park (Aspect) - H/MD, NSW
Clemton Park (Emporium) - H/MD, NSW
Coorparoo (Central Tower) - H/MD, QLD
Coorparoo (North Tower) - H/MD, QLD
North Ryde (Centrale) - H/MD, NSW
Coorparoo (South Tower) - H/MD, QLD
Clemton Park (Retail) - H/MD, NSW
Cranbourne West - L, VIC
Parkville (Prosper) - H/MD, VIC
Wolli Creek (Marq) - HD, NSW
Putney Hill (Stage 2) - HD, NSW
Greenvale - L,VIC
Sunbury - L, VIC
Westmeadows - H/MD, VIC
Ashlar3 – L and H/MD, NSW
Park Ridge - L, QLD
West Baldivis - L, WA
Port Coogee3 - L, WA
Papamoa3 - L, NZ
Hope Island3 – L and H/MD, QLD
Seaspray3 – L, WA
Yanchep3 – L, WA
East Baldivis3 - L, WA
Shell Cove3 - L, NSW
Effective
interest at
30 Sep 15 (%)
Estimated total
no. of units2
100.0
50.0
50.0
65.0
37.5
37.5
87.5
87.5
100.0
100.0
100.0
65.0
100.0
87.5
50.0
100.0
50.0
50.0
75.0
50.0
100.0
50.0
100.0
50.0
50.0
100.0
100.0
56.3
65.0
100.0
50.0
50.0
50.0
100.0
37.5
50.0
50.0
50.0
50.0
50.0
100.0
50.0
50.0
100.0
50.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
75.0
100.0
50.0
Mgt rights
50.0
50.0
67
91
200
20
623
412
267
107
78
35
45
82
44
125
573
71
357
12
449
666
34
323
99
134
5
81
162
173
143
238
81
40
45
27
178
89
67
49
96
155
196
115
2
729
157
233
146
677
391
209
796
380
365
428
270
558
19
1,128
1,007
2,634
% sold at
30 Sep 15
59.7
100.0
100.0
100.0
99.4
99.8
90.6
64.5
100.0
62.9
100.0
100.0
68.2
4.8
100.0
23.9
93.8
91.7
99.8
99.5
67.6
100.0
100.0
100.0
0.0
79.0
98.1
62.4
97.2
70.6
88.9
75
77.8
25.9
96.6
100.0
100.0
100.0
97.9
94.2
72.4
74.8
0.0
99.2
68.2
51.5
96.8
81.4
13.0
47.8
21.4
22.1
12.1
45.3
15.2
47.7
31.6
22.6
17.4
71.4
Target
completion
date
Completed
Completed
Completed
Completed
Completed
Completed
Completed
Completed
1QFY15/16
1QFY15/16
1QFY15/16
1QFY15/16
1QFY15/16
2QFY15/16
2QFY15/16
3QFY15/16
3QFY15/16
4QFY15/16
4QFY15/164
4QFY15/16
4QFY15/16
4QFY15/16
4QFY15/16
4QFY15/16
4QFY15/16
1QFY16/17
1QFY16/17
1QFY16/173
2QFY16/17
2QFY16/17
2QFY16/17
2QFY16/17
2QFY16/17
2QFY16/17
2QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
2QFY17/18
2QFY17/18
2QFY17/18
3QFY17/184
4QFY17/18
4QFY17/18
2019
2019
2019
2019
2019
2019
2020
2020
2023
2023
2025
Total GDV
($'M)
30.6
45.5
124.3
20.4
556.3
305.2
206.4
70.8
42.0
17.1
23.2
51.3
28.8
83.9
191.0
34.7
215.4
10.8
350.7
230.3
43.7
247.0
63.3
66.7
4.5
49.8
114.8
33.3
70.5
165.4
41.2
27.3
30.3
36.6
175.7
55.3
39.1
30.2
49.0
86.1
147.3
62.6
48.4
156.8
78.9
181.5
138.1
173.8
90.8
88.7
585.7
64.9
77.4
450.3
23.4
233.9
38.9
280.0
212.6
892.8
Note: Profit is recognised on completion basis except for Land which is on unconditional exchange. All references to units include apartments, houses
and land lots.
1
2
3
4
L – Land, H/MD – Housing / medium density, HD – High density
Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and PDAs
There are a number of land lots; profit is recognised when land lots are sold. Target completion date is the target date for the sale of the last land lot
There are a number of phases; profit is recognised on completion of each phase. Target completion date refers to the target completion date of
the last phase
51
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
GROUP CEO’S BUSIN ESS REVI EW
AUSTRALIA: Residential – Projects currently under development (Cont'd)
Site1
Clyde North3 - L, VIC
Wallan3 - L, VIC
Port Coogee: Marina Village3 - H/MD, WA
Effective
interest at
30 Sep 15 (%)
50.0
50.0
100.0
Estimated total
no. of units2
2,439
1,928
593
% sold at
30 Sep 15
28.3
23.5
0.5
Target
completion
date
2025
2025
2026
Total GDV
($'M)
797.8
277.5
581.6
Note: Profit is recognised on completion basis except for Land which is on unconditional exchange. All references to units include apartments, houses
and land lots.
1
2
3
4
L – Land, H/MD – Housing / medium density, HD – High density
Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and PDAs
There are a number of land lots; profit is recognised when land lots are sold. Target completion date is the target date for the sale of the last land lot
There are a number of phases; profit is recognised on completion of each phase. Target completion date refers to the target completion date of
the last phase
AUSTRALIA: Residential – Land bank
52
Site1
Edmondson Park - H/MD, NSW
Grampian Way - L, QLD
Burwood East - H/MD, VIC
Point Cook - L, VIC
Hamilton - H/MD, QLD
Botany - H/MD, NSW
Frasers Landing, Mandurah, WA
Cockburn Central - H/MD, WA
One Central Park – HD, NSW
One Central Park – HD, NSW3
Parkville - H/MD, VIC
Wolli Creek - HD, NSW
Carlton - H/MD, VIC
Putney Hill (Stage 2) - H/MD, NSW
North Ryde - H/MD, NSW
Avondale Heights - H/MD, VIC
Port Coogee - L, WA
Point Cook - L, VIC
Warriewood - L, NSW
Effective
interest at
30 Sep 15 (%)
100.0
100.0
100.0
50.0
100.0
100.0
56.3
100.0
75.0
37.5
50.0
100.0
65.0
75.0
50.0
100.0
50.0
100.0
100.0
Estimated total
no. of units2
1,417
1,050
649
614
501
441
418
354
296
281
256
243
205
197
184
135
33
1
1
Estimated
total saleable
area
('M sq ft)
1.2
NA
0.9
NA
0.5
0.4
1.6
0.3
0.2
0.7
0.2
0.2
0.1
0.2
0.2
0.2
NA
NA
NA
Total GDV
($M)
812.3
199.3
420.4
192.6
436.0
375.3
69.4
185.7
294.3
277.1
144.3
223.2
104.9
182.3
136.5
79.4
46.6
12.0
5.4
Note: All references to units include apartments, houses and land lots
1
L – Land, H/MD – Housing / medium density, HD – High density
2
Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and PDAs
3
Includes about 0.6 million sq ft of commercial space
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESDiscovery Point, Sydney, New South Wales, Australia Commercial & Industrial Development
FPA’s C&I division delivered 13 facilities in FY2014/15,
comprising three facilities with a GDV of $83 million and
10 facilities with an investment value of $277 million. The
total C&I forward workload of 255,500 sq m comprises
seven projects with a GDV of approximately $211 million
and eight projects with investment value on delivery of
approximately $316 million.
Leasing activity in FY2014/15 was strong, enabled by
FPA’s ongoing release of land banks and integrated
development model. Major pre-lease deals were secured
with Toshiba, Fisher and Paykel, Australian Geographic
and Miele, while Ceva committed to a new 75,000 sq m
campus development in West Park, Melbourne. Stage
four of Eastern Creek Business Park is now fully leased,
with DB Schenker expanding their footprint within the
estate.
FPA’s increasing focus on the environmental
performance of its developments is evident at the
Horsley Drive Business Park in western Sydney, which
is being designed to become the first estate of its class
to achieve a 6-star Green Star rating from the Green
Building Council of Australia (GBCA). The project is
expected to set an industry benchmark for efficiency in
energy and water consumption.
Investment Properties
FY2014/15 was notable for the continuing strong
investment demand for investment grade commercial
and industrial assets.
In September 2015, FPA played a key role in the
largest-ever industrial portfolio transaction in Australia.
A portfolio of 26 prime Australian logistics assets,
comprising approximately 630,946 sq m located
predominantly in the core industrial markets of Sydney,
Melbourne, Brisbane and Perth, was sold for
A$1,073 million at an approximate 6% yield. FPA’s 19.9%
share of the joint-venture Australian Logistics Portfolio,
marketed and sold together with the GIC Australian
Logistics Portfolio in this transaction, was A$112 million.
Earlier in August, FPA also divested 357 Collins Street, a
refurbished high grade commercial tower, to FCOT for
A$222.5 million.
FPA’s investment portfolio as at 30 September 2015
is valued at $2.5 billion (including properties under
development), comprising $1.5 billion in industrial assets
and $1 billion in office assets. Occupancy is 96.8% and
is characterised by stable long-term leases with fixed
rental increases and a portfolio weighted average lease
expiry of 5.4 years.
Retail
In late FY2014/15, a separate retail business unit was
formed to leverage the Group’s retail expertise to
enable FPA’s growing retail development and asset
management business to enlarge its retail footprint
in Australia. FPA can now look into opportunities to
undertake more mixed-use development and retain
ownership of the retail component to contribute to
FPA’s recurring income.
Looking beyond current retail developments, which have
been pre-sold, the 40,000 sq m of retail development
opportunity at The Edmondson Park Town Centre in
western Sydney, for which FPA won the development
rights in FY2014/15, will be the first step in the new
direction for FPA’s retail business.
53
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESAn artist's impression of Edmondson Park Town Centre, New South Wales, Australia GROUP CEO’S BUSIN ESS REVI EW
AUSTRALIA: Commercial & Industrial
Development
for Internal
Pipeline
1Development
for Third Party
Sale
Site
Mulgrave - Mazda , VIC
Western Sydney Parklands Trust – Spec 1, NSW
Westpark/Truganina - CEVA, VIC
Westpark/Truganina - Spec 8, VIC
Tesrol - Schenker, NSW
Keysborough - Austral Pools, VIC
Western Sydney Parklands Trust –
Martin Brower, NSW
Yatala - OI Glass, QLD
Berrinba - Spec (Hana Express), QLD
Mulgrave - Monash University, VIC
Berwick - Retail, VIC
Port Coogee - Retail, WA
Rowville - Repco, VIC
Eastern Creek 3 - Lend Lease, NSW
Mulgrave - BMW & Spec, VIC
Note: Profit on sold sites is recognised on percentage of completion basis
1 Sold site
Effective
interest at
30 Sep 15 (%)
50.0
100.0
100.0
100.0
100.0
100.0
Revenue
to go (%)
43.0
100.0
100.0
100.0
100.0
100.0
Target completion
date
2QFY15/16
3QFY15/16
3QFY15/16
3QFY15/16
3QFY15/16
3QFY15/16
Total GDV
($'M)
31.7
17.6
81.9
22.7
41.6
31.9
100.0
100.0
100.0
50.0
100.0
100.0
100.0
50.0
50.0
100.0
100.0
100.0
20.0
35.0
70.0
100.0
100.0
100.0
4QFY15/16
4QFY15/16
1QFY15/16
1QFY15/16
1QFY15/16
1QFY15/16
2QFY16/17
3QFY15/16
4QFY15/16
54.8
33.7
12.6
64.2
17.0
20.6
18.9
26.9
50.9
54
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESRhodes Corporate Park, Rhodes, New South Wales, AustraliaThe Key Industrial Estate, Keysborough, Victoria, AustraliaGateway Building, Sydney, New South Wales, Australia AUSTRALIA: Commercial & Industrial – Land bank
Keysborough, VIC
Yatala, QLD
Truganina, VIC
Western Sydney Parklands Trust, NSW
Eastern Creek, NSW
Berrinba, QLD
Derrimut, VIC
Berrinba (Crestmead), QLD
Berrinba (Crestmead), QLD
Burwood Retail, VIC
Richlands, QLD
Beverley, SA
Macquarie Park, NSW
Gillman, SA
Rowville, VIC
Eastern Creek, NSW
1 PDA: Project development agreement
LOOKING AHEAD
Moving forward, FCL will continue to grow its business
and asset portfolio in a balanced manner across
geographies and property segments. FCL will also look
to further optimise capital productivity and strengthen
its income base through REIT platforms. To this end,
the Group will seek opportunities to unlock value in its
portfolio via asset enhancement or repositioning efforts,
as well as possible injection of stabilised assets into its
REITs.
On the development front, FCL plans to launch its
628-unit Parc Life EC in Sembawang in the second
quarter of 2016. It will also selectively acquire sites to
replenish its land bank in Singapore. While the overall
buying sentiment is expected to remain cautious in
Singapore in the near future, projects with the right value
proposition and priced at an accessible level should
continue to appeal to price-sensitive buyers, especially
first-time buyers and HDB upgraders. FCL will also
continue looking for opportunities over the medium term
to grow its business in China. The Group’s unrecognised
revenue of $1.6 billion in Singapore and China at the
end of FY2014/15, as well as scheduled completions,
will continue to support FCL’s development properties
business in these markets.
In the commercial space, the Group is planning for
the soft launch of Waterway Point in January 2016.
The Group will also focus on completing the asset
Effective
interest at
30 Sep 15 (%)
100.0
100.0
100.0
PDA1
50.0
100.0
100.0
Option
100.0
100.0
100.0
100.0
50.0
50.0
100.0
100.0
Type
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Retail
Industrial
Industrial
Office
Industrial
Office
Industrial
Estimated
total saleable
area
("M sq ft)
3.6
3.0
2.2
1.3
0.6
0.5
0.4
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.2
0.1
Total GDV
($'M)
228.5
190.2
142.0
82.5
35.9
29.1
23.9
20.4
20.4
17.1
15.2
10.9
370.9
10.3
18.9
5.9
enhancement initiatives at The Centrepoint by the
second half of 2016, and the construction of Northpoint
City and Frasers Tower, which are both expected to
complete around 2018.
Frasers Hospitality’s portfolio currently totals over
22,000 units including pending openings, and the Group
is on track to achieving its target of 30,000 units by
2019. With a broader portfolio of brands following the
acquisition of the MHDV group, Frasers Hospitality has
an even stronger platform from which to grow.
As for FCL’s business in Australia, the Group will
leverage the FPA platform to grow its business there.
The strong performance of the housing markets in
both Sydney and Melbourne, while clearly beneficial
for the residential division, has also increased demand
for consumer goods, well-located distribution centres
and storage space, which has been a notable driver for
FPA’s C&I business in those cities. FPA’s $1.5 billion of
unrecognised revenue as at end September 2015, its
strong residential and C&I development pipeline with
GDV of $8.5 billion and $1.6 billion respectively, and
its investment portfolio that is underpinned by strong
portfolio metrics, will continue to support the Group’s
business in Australia.
We believe that our strong performance in FY2014/15
is a clear sign that FCL is on track to achieving our
ambitions, and we look forward to more years of
continued growth.
55
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INVESTOR R EL ATIONS
OVERVIEW
COMMITTED TO CORPORATE TRANSPARENCY
FCL has an enduring commitment to continually uphold
high standards of corporate governance. For the second
consecutive year, our efforts was recognised at the 2015
Investors’ Choice Awards organised by the Securities
Investors Association (Singapore) (SIAS). FCL was
presented with runner-up titles for the Most Transparent
Company Award (Real Estate Category) and the Internal
Audit Excellence Award.
Extending the Group’s stellar track record for exemplary
corporate governance practices, FCL was awarded
Certificate for Excellence in Investors Relations at
the IR Magazine Awards – South-east Asia 2015 in
December. The recipients of the IR Magazine Awards are
determined by a rigorous and independent
three-month-long research process that identifies the
best corporate IR teams across a range of categories.
Over 400 analysts and portfolio managers across
Greater China and South-east Asia were interviewed in
either the electronic or telephone surveys, and points
were allocated to each company depending on how
frequently it is nominated.
Our award wins serve as strong motivation as we strive
towards further excellence in corporate governance and
investor relations.
For enquiries on FCL, please contact:
Ms Gerry Wong
Head, Group Communications
Tel: (65) 6276 4882
Email: ir@fraserscentrepoint.com
FCL’s investor relations (IR) team is focused on
proactively engaging the financial community and the
media to generate awareness and understanding of FCL’s
business model, competitive strengths, growth strategy,
and investment merits; as well as garner feedback for
consideration.
The senior management and IR teams regularly engage
these stakeholders through multiple platforms. These
include one-on-one meetings, results calls and briefings,
post-results luncheons, non-deal roadshows (NDRs),
and conferences. In addition, we organise site visits
to our properties in Singapore and overseas to help
stakeholders better understand our developments.
PROACTIVE AND REGULAR ENGAGEMENT
As part of our ongoing regular updates on our business,
we announce our financial performance on
SGX-NET every quarter, along with a press release and
presentation. We also host quarterly conference calls,
during which members of our senior management team
present highlights of our financial results and answer
questions posed by analysts and institutional investors.
For our half-year and full-year results, we host in-person
briefings which are attended by analysts, institutional
investors, and the media. A concurrent dial-in facility is
also offered for those who wish to attend the briefing,
but are unable to do so in person.
All the materials related to FCL’s quarterly
announcements of our financial performance, as well
as webcasts of the FY2014/15 half-year and full-year
results presentations, are publicly available via FCL’s
corporate website (fraserscentrepoint.com). The website
serves as a resource centre from which the public
can access information about FCL. In addition to the
aforementioned resources, the website also contains
fact sheets about FCL, and provides more insights into
our business and properties.
In addition, over the course of the year, FCL participated
in 199 meetings with analysts and institutional investors
to facilitate understanding of our developments and
growth plans. We also arranged a site visit of some of the
Group’s properties in Sydney and Melbourne for analysts
and institutional investors. The site visit, which included a
briefing by members of FCL’s senior management team
in Singapore and Australia, helped to build a deeper
understanding of our strategy and properties in Australia.
56
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 1.900
1.800
1.700
1.600
1.500
3M
2M
1M
FCL’S CLOSING PRICE AND TRADING VOLUME IN FY2014/15
FCL SP Equity - Last Price 1.485
1.900
High on 04/28/15
1.7047
Average
1.450
Low on 08/24/15
FCL SP Equity - Volume 0.177M
3.083M
High on 04/23/15
0.397M
Average
12700
Low on 09/25/15
OCT 14
NOV 14
DEC 14
JAN 15
FEB 15
MAR 15
APR 15
MAY 15
JUN 15
JUL 15
AUG 15
SEP 15
BROKERAGES COVERING FCL
(AS OF 30 SEPTEMBER 2015)
FY2014/15 INVESTOR RELATIONS CALENDAR
1. Bank of America-Merrill Lynch
Oct 14
Investor meetings in Singapore and Hong Kong
2. CIMB Research
Nov 14
Release of FY2013/14 full-year results
3. CLSA
Nov 14 Morgan Stanley Thirteenth Annual Asia Pacific Summit
4. Daiwa Capital Markets
Nov 14
Investor meetings in Singapore
5. DBS Bank
6. HSBC
Dec 14
UBS Global Real Estate CEO/CFO Conference 2014
Dec 14
Investor meetings in London and Amsterdam
7. Macquarie Securities Group
Jan 15
Credit Suisse 6th Annual ASEAN Conference
57
Jan 15
Investor meetings in Singapore
Jan 15
Annual General Meeting
Feb 15
Release of 1QFY2014/15 results
Feb 15
Investor meetings in Singapore
Mar 15
Investor meetings in Singapore and Hong Kong
May 15
Release of 2QFY2014/15 results
May 15
Investor meetings in Singapore and Tokyo
May 15
dbAccess Asia Conference 2015
Jun 15
Investor meetings in Australia and London
Jun 15
Extraordinary General Meeting for the proposed sale and
leaseback arrangement in respect of Sofitel Sydney Wentworth
Aug 15
Release of 3QFY2014/15 results
Aug 15 Macquarie ASEAN Conference
Sep 15
Citi REITAS Singapore REITs & Sponsors Forum 2015
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES TREASURY HIGH LIGHTS
The Group manages its financial structure prudently to
ensure that it will be able to access adequate capital
at favourable terms. Our three main businesses,
Development Properties, Commercial Properties,
Hospitality, and the asset management of the three
REITs generates cash flows for the Group in Singapore
and over 70 cities around the world. Management
monitors the Group’s cash flow position, debt maturity
profile, funding cost, interest rate exposures and overall
liquidity position on a continuous basis. To ensure that
the Group has adequate overall liquidity to finance its
operations and investment requirements, the Group
maintains available banking facilities with a large
number of banks globally. The Group also taps the debt
capital markets through its Medium Term Notes (MTN)
programmes. In first half of 2015, the Group raised
$700 million of perpetual securities, $500 million of
retail bonds, and $60 million of four-year bond (FCT).
In FY2014/15, the Group improved its capital position
(net worth increased 11% to $10,651 million) and cash
balance (increased 57% to $1,373 million). The capital
position was improved from the issuance of Perpetual
Securities and retained earnings for the year. Net group
borrowings had increased marginally from $8.49 billion
to $8.90 billion with the acquisition of the MHDV group
of hotels in 2015. The increased cash balance was
attributed to cash collection from the strong pipeline of
pre-sold development projects in Singapore, China and
Australia, stable cash flow generated from investment
properties and the monetisation of assets through the
injection of some properties into FCOT and FHT.
SOURCE OF FUNDING
Besides cash flow from our businesses, the Group also
relies on the debt capital markets, equity markets and
bilateral banking facilities for its funding. As at
30 September 2015, the Group has over $2.18 billion
in unutilised bank facilities and an available balance of
$3.1 billion in its MTN programmes to meet the funding
requirements of the Group.
58
AVAILABLE BANK LINES BY BANKS AS AT 30
SEPTEMBER 2015
The Group maintains an active relationship with a
network of more than 25 banks globally, located in
various countries where the Group operates. Our
principal bankers include Australia and New Zealand
Banking Group Limited, Bank of China Ltd, DBS Bank
Ltd, Malayan Banking Berhad, Oversea-Chinese
Banking Corporation Limited, Standard Chartered Bank,
Sumitomo Mitsui Banking Corporation and United
Overseas Bank Limited.
The Group continues to adopt the philosophy of
engaging with banks as our core business partners.
We continue to receive very strong support from
our relationship banks across all segments of the
Group’s businesses. Total banking facilities (utilised and
unutilised) extended to the Group as at 30 September
2015 amounted to over $10 billion. All banking
relationships for the entire Group are maintained by
Group Treasury in Singapore.
DEBT CAPITAL MARKETS
The Group has various MTN programmes in place to
tap the debt capital market. FCL Treasury Pte Ltd has
an updated $3 billion MTN programme. Our associates,
Frasers Centrepoint Trust and Frasers Commercial Trust
each has a $1 billion MTN programme.
DEBT MATURITY PROFILE ($'M)
3,500
3,000
2,500
2,000
1,500
1,000
500
2,866
2,482
1,668
1,469
1,020
770
< 1 Yr
1 to 2 Yrs 2 to 3 Yrs 3 to 4 Yrs 4 to 5 Yrs
> 5 Yrs
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
INTEREST RATE PROFILE AND DERIVATIVES
FOREIGN EXCHANGE RISKS AND DERIVATIVES
The Group manages its interest cost by maintaining a
prudent mix of fixed and floating rate borrowings. On
a portfolio basis, 73% of the Group’s borrowings are in
fixed rates (including floating rate borrowings that have
been fixed with interest rate swaps) with an average fixed
rate tenor of 3.3 years as at 30 September 2015. The
floating rate loan portfolio allows the Group to maintain
a flexible maturity profile to support divestments and
cash inflows from sales of development property.
In managing the interest rate profile, the Group takes
into account the interest rate outlook, expected cash
flow generated from its business operations, holding
period of long-term investments and any acquisition and
divestments plans.
The Group makes use of interest rate derivatives for the
purpose of hedging interest rate risks and managing
its portfolio of fixed and floating rate borrowings.
The Group does not engage in trading in interest rate
derivatives. The Group’s total interest rate derivatives and
the mark-to-market values as at 30 September 2015 are
disclosed in the financial statement in Note 37.
GEARING AND INTEREST COVER
The Group aims to keep the Group’s net gearing to
equity at 80% to 100%. As at 30 September 2015,
this ratio was 84%. Net interest expense for the year
amounted to $211 million (2014: $88 million), which
includes $62 million (2014: $45 million) that was
capitalised as part of Properties Under Development.
The increase from the previous year is primarily due
to the full year interest cost of funding the Australian
FPA acquisition and the consolidation of FPA’s interest
expense. The net interest cover1 based on profit before
interest and tax was at 9 times.
The Group has exposure to foreign exchange risk as a
result of transactions denominated in foreign currencies,
arising from normal trading and investment activities.
Where exposures are certain, it is the Group’s policy to
hedge these risks as they arise. The Group uses foreign
currency forward exchange contracts and certain
currency derivatives to manage these foreign exchange
risks.
The Group does not engage in trading of foreign
exchange and foreign exchange derivatives. The
Group uses foreign exchange contracts and derivatives
solely for hedging actual underlying foreign exchange
requirements in accordance with hedging limits set by
the Audit Committee and the Board under the Group
Treasury Policy. These policies are reviewed regularly
by the Audit and Executive Committees to ensure that
the Group’s policies and guidelines are in line with the
Group’s foreign exchange risk management objectives.
The Group’s foreign exchange contracts and derivatives
and the mark-to-market values as at 30 September 2015
are disclosed in the financial statement in Note 21.
The Group does not hedge the foreign exchange risks
of its investments in overseas subsidiaries, joint-venture
and associated companies other than to put in place
natural hedges by borrowing in local currency, where
feasible. Such investments are long term in nature
and therefore not feasible and economical to hedge.
The Group only hedges the cash flows payable from
its overseas subsidiaries, joint-venture and associated
companies (i.e. dividends and proceeds from loans and
sales of assets).
1 Net interest in profit statement excluding mark to market adjustment
on interest rate derivatives that was recognised as interest expense.
59
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES We are pleased to present our inaugural sustainability
report within the annual report this year. It marks the
start of our journey towards a structured approach of
reporting the key material aspects of sustainability and
how they impact on environmental, social, economic
and governance factors, which are of interest to both
our internal and external stakeholders.
Sustainability is an important aspect of FCL’s business.
Environmental and social considerations are crucial to
the way we design, build and operate our properties
and to how we manage our business. We constantly
seek ways to improve our sustainability practices and
we are taking steps to be more strategic in our planning.
Given our focus on sustainability, it is logical for us
to communicate our commitment and performance
through an annual sustainability report.
Our approach to sustainability has been guided by the
company’s core values of responsiveness, reliability,
ownership, commitment, innovativeness, integrity,
teamwork and trust.
RESPONSIVENESS
We will respond and act promptly in
all interactions with our internal and
external stakeholders
TRUST
We will treat each other with mutual
respect and never undermine one
another
RELIABILITY
TEAMWORK
OUR CORE VALUES
R2OC.I2T2
We will ensure that we will not
compromise the quality of our products
and services
OWNERSHIP
We will remain responsible and put in
the extra effort to meet the needs of our
internal and external stakeholders
COMMITMENT
We will strive to achieve and exceed
the Company’s goals
We will work together towards the vision
of the Company and its core values
INTEGRITY
We will remain truthful and honest in all
of our dealings
INNOVATIVENESS
We will continuously strive to improve
our methodologies
60
T A B L E O F C O N T E N T S
61
SCOPE OF THIS REPORT
62
KEY HIGHLIGHTS FOR FY 2014/15
63 OUR APPROACH TO SUSTAINABILITY
66 GOVERNANCE
67
76
ENVIRONMENT
PEOPLE
86 COMMUNITY
89 GRI CONTENT INDEX
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES SCOPE OF THIS REPORT [G4-17]
This sustainability report covers the period from 1 October 2014 to
30 September 2015 (FY2014/15). The report is prepared based on
the guidelines laid out by the Global Reporting Initiative (GRI), an
international standard for sustainability reporting. The report meets
the GRI’s G4 Core requirements and accounts for the Construction
and Real Estate Sector disclosures. We intend to seek external
assurance on our sustainability report in the future.
The report scope covers all our business divisions1 and our significant
locations of operation, namely Singapore, Australia and China. Data
disclosed covers this scope for all of FCL Group’s entities as well as
three listed Real Estate Investment Trusts (REITs)2, unless otherwise
stated. The data only covers assets that we own and/or manage,
which we have operational control. We have included health and
safety data of our principal contractors' employees working in our
Singapore development sites, as we see this as a significant area
where we have material influence. For data on our workforce, we
have extended the coverage to our global operations.
1
2
Development & Property, Frasers Centrepoint Commercial, Frasers Hospitality
Group, Frasers Property Australia, Frasers Property China, Frasers Centrepoint Asset
Management Ltd, Frasers Centrepoint Asset Management (Commercial) Ltd, Frasers
Hospitality Asset Management Pte. Ltd.
Frasers Centrepoint Trust (FCT), Frasers Commercial Trust (FCOT), Frasers Hospitality
Trust (FHT)
WE WOULD LIKE
TO HEAR FROM YOU
We welcome feedback
and suggestions for
improvements in our
sustainability practices.
Please write to Dr Pang
Chin Hong, Assistant
General Manager (Corporate
Planning), Chairman of
the Sustainability Working
Committee, at sustainability@
fraserscentrepoint.com.
We seek to continuously
improve our sustainability
performance and your
feedback is vital to us in
achieving our aims.
61
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFCL Bursary Award Ceremony 2015 KEY HIGHLIGHTS FOR FY2014/15
GOVERNANCE
Runner-Up for “Internal Audit Excellence” & “Most Transparent Company (Real Estate)”
at the Securities Investors Association Singapore 16th Investors’ Choice Awards 2015
ENVIRONMENT
• BCA Top 10 Buildings for Energy Efficiency 2015
– Retail Mall Category – Causeway Point
– Private Office Category – Alexandra Point
– Hotel Category – Capri By Fraser, Changi City
• 24 BCA Green Mark developments and commercial buildings to date
HEALTH & SAFETY
• ZERO workplace fatality for FY2014/15
• All our main contractors in Singapore are OHSAS 18001 certified
HUMAN CAPITAL
• 26 hours of training for FCL staff globally
• Diverse mix of workforce with 55% : 45% between male and female employees
• Over 20 nationalities among our 4,062 employees globally
• Hiring rate of 31% exceeding the turnover rate of 26% for our global workforce
COMMUNITY/STAKEHOLDERS
• 500 days of community services by our staff
• Over $400,000 cash and in kind community support
• 78% satisfaction scoring by our homebuyers on their home collection experience
• 76% satisfaction scoring by our homebuyers within one year after move-in
• 70% of our office and industrial buildings' tenants were satisfied to very satisfied
with our service
62
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES “Being an international real estate company with diverse exposure across
residential, commercial, hospitality and industrial segments, FCL believes that we
have the responsibility to influence and shape the way communities live, work,
shop and play within the four walls and beyond.”
Lim Ee Seng,
Group CEO & Chairman of FCL Sustainability Steering Committee
OUR APPROACH TO SUSTAINABILITY
We constantly explore ways in which the space we
provide can enhance wellbeing, productivity and
enjoyment. Our aim is to develop built environments
that are resource-efficient, contribute to thriving local
economies and provide stimulating workplaces that
encourage staff to perform their best.
In order to conserve the environment, we seek to reduce
energy and water consumption and minimise the waste
created. Beyond that, our sustainability approach reflects
FCL’s vision to be our stakeholders’ real estate company
of choice, and our mission of creating value through
space for today and tomorrow. What this translates
to is a corporate mindset that is focused on building
a sustainable business – one that will be delivering
value to our stakeholders not only today, but for many
tomorrows to come.
This mindset can be seen in FCL’s business strategy
of growing overseas and recurring income to achieve
a more sustainable income profile; in the innovative
design of our buildings as reflected in projects such
as Watertown and Northpoint City in Singapore and
Central Park in Sydney; in the operation of our buildings,
of which the majority of our commercial and industrial
properties in Singapore and Australia are certified Green
Mark Gold and above or NABERS, respectively; and
in the management of our business, from the focus
on corporate governance for which FCL has been
recognised with awards, to the focus on people –
employees, customers and the community.
Deciding On What Matters Most
For the purposes of reporting, our SSC undertook a
materiality assessment to define what really matters
to the Group and our stakeholders. We based the
assessment on the international standards for materiality,
GRI and AA1000, and applied sector specific guidance
from the Global Real Estate Sustainability Benchmark
(GRESB) and the GRI G4 Construction and Real Estate
Sector Disclosures. The process was guided by an
external sustainability consultant. [G4-18]
From the materiality assessment, we identified our top
10 material issues for this report. Our material issues
are grouped under four key focus areas: Economic
Performance, Governance, Environment and People.
Where do these impacts occur? All the 10 identified
material issues impact both inside and outside the
organisation, with the exception of Labour-management
relations and Staff retention and development, which
are internally focused. [G4-20; G4-21] Health and safety
are of particular importance to construction activities,
and as such, we focus on influencing safer operations
related to FCL developments, through our construction
contractors.
SENIOR MANAGEMENT ENGAGEMENT
FCL’s sustainability is driven by our Sustainability
Steering Committee (SSC), which is chaired by
the Group CEO, Mr Lim Ee Seng. The committee
is made up of members from our senior
management, comprising our CFO, Company
Secretary, Chief Human Resources Officer and
the CEOs of all our business units. The role of
the SSC is to guide strategic matters and approve
action plans to improve the Group's Sustainability
practices.
The SSC meets quarterly to review performance
against each of our key material issues. The
day-to-day tasks of sustainability governance
are coordinated by a Sustainability Working
Committee (SWC), which reports to the SSC.
The SWC is made up of members of the middle
management from various business units and
departments such as Finance, Human Resource,
Legal, Risk and Group Communications. The SWC
focuses on sustainability implementation plan,
data management and performance review.
In addition, each business unit has its own
sustainability governance structures, which
drive operational improvement. For example,
our Hospitality Division has an Environmental
Committee at every property, whilst FPA has a
centralised sustainability team which manages the
environmental, health and safety performance of
our Australian asset portfolio.
63
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES FCL’s Top Ten Material Issues [G4-19]
Economic Performance
Governance
Environment
People
1. Economic and financial
contribution to the
business and our
stakeholders (Refer to
Financial Highlights on
page 9, Group CEO’s
Business Review on pages
28 –55 and Financial
Statements on pages
120 – 235)
2. Anti-corruption
4. Energy use/climate
7. Health and safety
3. Ethical marketing
communications
change
5. Environmental
compliance
6. Water use/conservation
8. Labour/management
relations
9. Staff retention and
development
10. Local communities
Being Accountable To Our Stakeholders
[G4-24; G4-25; G4-26; G4-27]
Our stakeholders are critical to our long term success.
We seek to understand stakeholders’ concerns through a
range of communication platforms.
Engaging our contractors
One of our most meaningful contractor engagements
is with our builders on health, safety and environmental
(HSE) performance. This is an area where we can have
significant impact. We view the HSE performance of our
builders as part of our wider corporate responsibility,
and all our builders must have environmental, quality
and safety management systems certified. Our builders
conduct daily safety briefings at our development
projects, and on a monthly basis, we hold a joint safety
committee meeting with all of our main builders. On a
quarterly basis, our senior management carry out safety
inspection tours at all our development sites.
Customer feedback is vital to us
Our wide customer base ranges from buyers of our
residential projects, shoppers at our malls, guests at our
serviced residences and hotels, to tenants at our office
and industrial buildings. We engage our customers in
a variety of ways, including regular satisfaction surveys
with our tenants, homeowners and shoppers; at touch
points such as customer service counters and front
desks; and via collaterals such as posters, websites and
magazines. We engage our customers on a wide range
of topics, including sustainability issues such as energy
and water use, and safety.
Engaging the wider industry
We regularly engage with industry bodies on a range of
topics, including sustainability. We are members of the
Real Estate Developers’ Association of Singapore, the
REIT Association of Singapore, the International Council
of Shopping Centers, Singapore Green Building Council,
the Green Building Council of Australia, the Property
Council of Australia, the Urban Development Institute
of Australia, Better Buildings Partnership and CitySwitch
Program in Australia. FPA also engages and participates
in the Global Real Estate Sustainability Benchmark
annually.
Engaging the investment community
We have a dedicated Investor Relations team tasked with
and focused on facilitating communications between
the Company and its Shareholders, as well as with the
investment community. Our engagement with investors
is covered in detail on pages 56 – 57 under the Investor
Relations section of this Annual Report.
Engaging with our employees
When an employee first joins the company, he/she
attends a full-day orientation programme to understand
the company’s vision, mission, corporate culture and
organisation structure. Our Group CEO or a member
of the senior management will personally attend the
programme. There are also briefings by Heads of
Departments and Human Resource (HR). We have
constant dialogues with our colleagues to share new
ideas and feedback on improvement. Outside work,
various wellness and team building events are organised
to balance work with healthier lifestyle and enhance
inter- and intra-department cohesiveness. In addition to
our usual traditional mode of communication, we also
have Frasers Frontiers, FCL’s global intranet platform
for sharing information and ideas. One feature of our
intranet is the Innovation Centre, where our colleagues
can submit innovative ideas any time. For more details
on our employee engagement, please refer to page 80.
64
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES We regularly engage with our key stakeholders in various ways, and on a range of sustainability-related topics. All of
these engagements occur throughout the year.
Key stakeholders
Form of engagement
Key topics
Contractors
• Bilateral communication with sales agents, landscaping
contractors and cleaning contractors
• Safety briefings, site visits, safety declarations
(construction contractors)
Customers
• Bilateral communication
• Customer service counters and centre
• Quality of services and products
• Performance
• Safety
• Quality of services and facilities
• Customer satisfaction
• Staff performance
• Performance and skills
• Corporate policies
• Occupational health
• Staff bonding
management offices
• Events
• Surveys and feedback forms
• Performance appraisals on annual basis
• Training, including orientation programme for
new staff
• Team building activities
• Intranet (in Australia and Singapore)
• Annual Dinner & Dance
• Family Day
• Results briefings and earnings calls on quarterly basis
• Annual General Meeting, Extraordinary General Meeting
• Local and overseas investor conferences
• Bilateral communication, one-on-one meetings
• Financial results
• Business operations and
performance
• Business strategy and outlook
and site visits
• Briefings and consultations
• Participation in NGOs (e.g. REDAS, REITAS)
• Participation in surveys and focus groups
• Regulatory and industry trends
• Bilateral communication, regular project meetings and
• Project planning and progress
site visits
update
• Marketing and sales strategy
Employees
(For details, refer to
People, p. 76 – 86)
Investment
Community
(For details, refer to
Investor Relations,
p. 56 – 57)
Regulators
JV & Other
Business Partners
Sustainability Across Our Supply Chain
We recognise that as an integrated real estate company,
our wide business scope means a greater responsibility
to influence our supply chain on sustainability processes
where feasible. At various stages along our value
chain from development, investment to sales and
transactions, we identify and consider, where practical,
any sustainability opportunities and risks that may arise.
At the early stage of design development, we consider
the level of green and environmental features to be
incorporated. When it comes to construction, we are
stringent in selecting the principal contractors, who
must be certified with environmental, quality and safety
management systems, such as ISO14001, ISO9001
and OHSAS18001. In managing our commercial and
hospitality properties, we engage our staff, suppliers,
tenants, guests and the community as much as possible
in various aspects of sustainability. While there is no
substantiated evidence of major health and safety risk at
our premises, we take necessary precautions to ensure
contractors who carry out maintenance and fitting-out
works are in compliance with statutory requirement, and
the Workplace Safety and Health Approved Codes of
Practice by the Singaporean WSH Council.
65
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Preventing Corruption And Fraud
FCL has a zero-tolerance approach towards corruption
and fraud, with corporate policies and SOPs in place to
guide conduct.
1. Our Code of Business Conduct describes the
company’s values and provides clear guidelines
on ethics and conduct to safeguard the reputation
and interests of the Company and its stakeholders.
It covers a range of practices, from compliance
monitoring, record keeping, confidentiality of
information, conflicts of interest, insider trading, and
relations with key stakeholders. The Code governs
the conduct of every employee in the company.
Where applicable and appropriate, the Code is also
made available to our agents, suppliers, contractors,
business affiliates/associates/alliances who perform
services for us.
2. Our Whistle-Blowing Policy is in place to encourage
and provide a channel to employees and any other
persons who are not employees, to report in good
faith and in confidence, concerns about possible
improprieties in financial reporting, professional
misconduct, irregularities or non-compliance with
laws or any other matters that may adversely affect
shareholders’ interests and the company’s reputation.
The policy is publicly available on our website
(fraserscentrepoint.com/html/ir_gov.php) and
enables independent feedback from stakeholders.
All reported cases are raised to the Audit Committee,
which ensures that independent investigations and
appropriate follow-up actions are carried out. In
FY2014/15, no substantiated and/or confirmed cases
were raised.
INVESTMENT
• Leasing
• Property
Management
• Asset
Management
DEVELOPMENT
• Land acquisition
• Financing
• Design &
Planning
• Construction
• Project
Management
OUR
VALUE CHAIN
SALES/TRANSACTION
• Properties Sales
(Residential projects)
• Divestment of non-core/
matured assets
• Capital management
GOVERNANCE
FCL maintains high standards of integrity, accountability
and responsible governance and adheres to the Code
of Corporate Governance 2012 and other applicable
laws, rules and regulations. As a signatory to the 2015
Corporate Governance Statement of Support organised
by Securities Investors Association Singapore (SIAS), FCL
has pledged its commitment to uphold high standards
in corporate governance. Our commitment towards
the highest level of governance is evidenced by FCL
clinching the Runner-Up for Internal Audit Excellence
and Most Transparent Company (Real Estate) at the SIAS
16th Investors’ Choice Awards 2015. FCL has established
a wide range of corporate policies, covering areas such
as business conduct, insider dealing, risk management
and fraud. We also have corporate policies, programmes
and standard operating procedures (SOPs) in place
to guide the Management in proper governance. Our
management approach is risk-based, and underpinned
by our internal audit framework. For more details on
Corporate Governance, please refer to pages 101 - 119.
66
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESMost Transparent Company, Runner Up, Real Estate category
3. Our Anti-Bribery Policy sets out the procedures put
in place to prevent the occurrence of bribery and
corruption, provide guidance on how to recognise
and deal with bribery and corruption and guide third
parties in the conduct of their dealings with FCL.
Risks could include acceptance of expensive gifts,
luxurious entertainment or hospitality, direct and
indirect benefit from third parties, and expensive gifts
given to third parties. In FY2014/15, no confirmed
cases were reported.
Ethical Marketing
FCL supports ethical marketing of our products and
services, whether in the marketing of our residential
projects, commercial leasing or serviced apartment/
hotel rooms sales. As such, we adhere to the Singapore
Code of Advertising Practice and any other rules and
regulations that apply. In Australia, our wholly-owned
subsidiary, FPA has established an internal policy for
Communication and Market Disclosure to guide our
employees on ethical marketing.
4. Our Policy for Disclosure and Approval of Purchase
of Property Projects developed by FCL Group spells
out the declaration and approval requirements for
any interested persons, directors and employees of
FCL, purchasing property developed by FCL. This is to
ensure that the terms of sales are fair and reasonable
and are not prejudicial to the interests of FCL and/or
its minority shareholders, and are on the same terms
as are available to third party purchasers.
5. We run independent internal audits designed to
improve the effectiveness of risk management,
control and governance processes. The Internal
Audit Department reports directly to the Chairman
of the Audit Committee. With commitment to
integrity and accountability, internal auditing provides
value to the senior management as a source of
independent advice. The outcome of the audits with
recommendations is briefed to them. For further
details on our internal audit approach, please refer to
pages 101 - 119 on Corporate Governance Section.
Managing Fair Competition And Data Confidentiality
Other than the prevention of corruption and bribery,
FCL has also put in place various policies, such as the
Competition Act Compliance Manual and Personal Data
Protection Act Policy, to maintain the highest level of
adherence to rules and regulations.
1. Our Competition Act Compliance Manual, as the
name suggests, ensures that employees and others
acting on behalf of FCL comply with the Competition
Act. FCL fully supports the fundamental public policy
goals to protect and promote healthy competitive
markets in Singapore.
2. To comply with the Personal Data Protection (PDP)
Act 2012, FCL has established its own PDP Policy to
guide our employees on handling and processing
personal data. It also sets out the complaint
handling procedure and the channel for employees,
customers, suppliers or other contact persons of
FCL to report any concern that the policy may have
been breached (www.fraserscentrepoint.com/html/
protection.php).
FCL ensures that timely and accurate information
is disseminated in the markets that we serve. This is
particularly important in our residential developments
where marketing collaterals and ‘show flats’ presentation
are done as accurately as possible to avoid misleading
potential homebuyers. We adhere to the Urban
Redevelopment Authority’s housing developers rules.
Retail mall marketing activities, such as advertisements
and promotions (A&P), are generally guided by external
A&P consultants. In FY2014/15, there were no incidents
of non-compliance with regulations and voluntary
codes concerning marketing communications.
Communicating To Employees
We seek to ensure that our employees are made aware
of, and kept up-to-date on our policies. During the
orientation programme, new employees are briefed on
our key company policies, which are also made available
on the intranet. From time to time, employees are kept
informed of any updates. Training is provided on new
key policies. For example, executive staff from various
departments in Singapore received training in 2015 on
the Competition Act Compliance Manual.
ENVIRONMENT
In line with Singapore’s mission toward green building
development as defined in Sustainability Singapore
Blueprint 2009 and 2015, FCL has been driving towards
achieving a sustainable environment through green
development and enhancement. FCL supports the
national plan to reduce its greenhouse gas emissions by
up to 16% below business-as-usual levels, and increase
the proportion of buildings in Singapore that achieve
Building & Construction Authority (BCA) Green Mark
Certified rating to 80% by 2030.
The built environment accounts for a significant
proportion of global energy use and Greenhouse
Gas (GHG) emissions. Energy wasted in buildings
is an unnecessary cost to business and society.
Building design can significantly influence the energy
requirements of buildings. As a real estate company,
67
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES we can make a difference by building and designing
properties that are energy efficient over their life-cycle.
As such, we continuously seek to go beyond compliance
and meet widely respected building certifications such
as BCA Green Mark in Singapore and Green Building
Council of Australia’s Green Star in Australia. These
certifications require green building design to be in
place, such that energy efficiency is built in at the design
stage.
• All of our Singapore office and industrial properties
have achieved BCA Green Mark Gold or higher
• Approximately 80% of our investment properties in
Australia are Green Star Performance certified and
20% are NABERS certified
• About half of our Singapore retail properties are BCA
Green Mark Gold or above
• All new office, retail and industrial developments in
Australia must achieve a minimum 5-star Green Star
Design & As Built rating, representing excellence in
sustainable design in Australia
• To-date, FCL has received a total of 24 BCA Green
Mark Awards in Singapore, out of which 2 were
Platinum, 4 GoldPLUS, 15 Gold, and 3 Certified.
In Australia, the 2015 Global Real Estate Sustainability
Benchmark (GRESB) results placed our industrial/office
trust first in its peer group, largely due to improvements
in management practices and policies, and our industry-
first decision to seek a Green Star Performance portfolio
rating for the entire industrial portfolio.
CAUSEWAY POINT – BCA TOP TEN ENERGY EFFICIENT RETAIL MALL IN SINGAPORE
for better monitoring and
control at major water usage
areas, including the cooling
tower, wet play features, and
landscape irrigation.
The Building & Construction Authority (BCA) of
Singapore awarded Causeway Point with the highest
Green Mark Platinum Award in 2011, after Asset
Enhancement Initiative (AEI) works on the building
significantly improved its environmental features. This
is further affirmed with BCA ranking Causeway Point
as one of the Top 10 most energy efficient retail malls
in 2015.
Energy Efficient Features: Energy consumption was
reduced by about 22% and water consumption by 6%
after the AEI. Savings in energy consumption were
mainly achieved by retrofitting the chiller plants for
more efficient cooling, saving 3.4 million kWh per
year. Installing CO and CO2 sensors further reduced
energy consumption by half a million kWh annually,
since the system modulates the fresh air intake
depending on need at the highest efficiency level,
including in the car park. Furthermore, the building
now minimises solar heat gains through the Low-E
glass façade. The façade is lit by LED to reduce
energy usage for lighting.
Water Efficient Features: Water consumption has
been reduced by using alternative water sources
as well as installing dual flushing low capacity/
water efficient flushing systems. The recycling of
condensate from air-conditioning system for flushing
of toilets and irrigation is an innovative way to further
reduce potable water consumption. In addition, we
have improved our ability to monitor water usage.
We have enabled our tenants to follow their water
consumption more closely by providing private
water meters while a leak detection system allows
68
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Water management is another crucial task for us. As
a socially-responsible corporation, we are deeply
concerned about the global issue of water scarcity.
We recognise that we have a significant role to play in
designing and managing water efficient buildings, and
conserving water where possible. Our various buildings
are fitted with water-saving technologies such as tap
flow restrictors/regulators, dual-flush water system,
waterless urinal system and the Public Utilities Board
(PUB)’s Water Efficiency Labelling Scheme (WELS)
approved fittings; and recycled water sources such
as NEWater and Air Handling Unit (AHU) condensate.
In Singapore, we work extensively with the wider
community, including public utilities providers, to
play our part in achieving greater water-efficiency. In
Australia, rainwater is collected on most development
projects and connected to irrigation and toilet flushing
systems for reuse.
Making A Difference: Building Environmentally
Sustainable Properties
Our efforts to sustain buildings’ energy performances
have received recognition on a national level with our
buildings ranked by BCA as the Top 10 commercial
buildings in Singapore in the retail building, private office
and hotel categories out of 884 buildings surveyed
nationwide. For more details of the result of the energy
benchmarking exercise, please refer to the BCA Building
Energy Benchmarking Report 2015.
ALEXANDRA POINT – BCA TOP TEN ENERGY EFFICIENT PRIVATE OFFICE IN SINGAPORE
installed in all our toilets,
resulting in reduction of water
use by ≥ 30,000m³/ year.
The use of NEWater was also
adopted for cooling towers
and irrigation including fire
fighting equipment.
The cycle of concentration for our cooling tower
had increased from the original seven to 12 due
to measures introduced by our Energy Services
Company (ESCO).
69
Alexandra Point is one of the Top 10 performing
private office buildings in Singapore’s BCA Energy
Benchmarking 2015. Although it is not a new
building, it managed to clinch the BCA Green
Mark Platinum certification, with a 33% reduction
in Energy use (from 2013 to 2014) through the
upgrading of the chilled water system (i.e. chillers,
condenser pumps, chilled water pumps, cooling
Towers) and air handling units (AHUs).
Energy Efficient Features: By tracking and
establishing the building cooling load, we replaced
of the three existing chiller units with two new
chiller units. With the retrofit, the overall chiller plant
efficiency improved from the existing of 0.88kW/RT
to 0.6kW/RT, which translated into energy reduction
of 2,318,195 kWh per annum.
Installation of CO & CO2 sensors at the AHUs and
variable speed drives (VSD) to chilled and condenser
water pumps and AHUs further reduced our
consumption by 176,231 kWh per annum. Variable
speed drives work by decreasing power to pumps to
reduce flow rates to match decreased loads.
Motion Sensors and time-based lighting are also
strategically located at common areas and staircases
to minimise unnecessary energy usage.
The passive design of high ceiling and low-E double
glazed façade allows more natural lighting to flow
into the Level 1 lift lobby.
Water Efficient Features: Waterless urinals and
water efficient fittings labelled under WELS are
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CAPRI BY FRASER, CHANGI CITY – BCA TOP TEN ENERGY EFFICIENT
HOTEL IN SINGAPORE
Apart from that, efficiency
testing through chilled water
pipes and flow meters is done
on a regular basis.
Balanced Energy Audits By
Third Party: To maximise energy efficiency, the
Building Management System (now known as the
Building Automation System) is one of the critical
components that has been put in place to help
manage energy demand within the hotel. A third
party has been engaged to carry out balanced energy
audits to ensure data collected is accurate and
reliable.
Unified Approach And Culture For Sustainability:
The hotel promotes a unified approach to
implementation of sustainability practices by
engaging and training its staff. The hotel’s guests are
also encouraged to join the hotel in its endeavours.
For example, guests are urged to support the
changing of towels and linens once every two days
rather than daily by prominently placing an eye-
catching Green Card on every guest bed.
Capri by Fraser, Changi City is part of the mixed
office-retail mall-hotel development located at
Changi Business Park in Singapore. Awarded Green
Mark GoldPLUS since 2011, Capri by Fraser, Changi
City has also won the Singapore Green Hotel Award
in 2013 and 2015. In 2015, BCA ranked Capri by
Fraser, Changi City, as one of the Top 10 energy
efficient hotels in Singapore, which further affirmed
our environmental sustainability practice. Some of
the key features in the hotel include:
Design To Allow Natural Lighting: The design of
the hotel has played a big role in driving energy
efficiency. It is built to allow a good flow of natural
daylight streaming into the lobby, individual guest
rooms and in all its Spin & Play rooms. The stream of
natural daylight into rooms is aided by large ceiling-
to-floor windows giving each room ample lighting
to work with during the day, without the use of
electricity.
LED Lightings: The installation of LED lights in guest
rooms, corridors of guest floors and the lift lobby,
have also enabled a great reduction in energy usage.
Motion Sensors And Time-Based Lightings: Motion
sensors are strategically located in areas such
as common rest rooms, staff locker rooms and
emergency staircases, to minimise unnecessary
energy usage.
Trained In-House Engineering Team To Monitor
Flowrates And Temperatures: The hotel adopts a
systematic approach in the monitoring and tracking
of the usage of various equipment within the hotel.
With chillers being known as one of the largest
energy users, permanent instrumentation installed
to allow our in-house engineers to monitor and
measure flowrates, temperatures and power usage.
70
Awareness Through Outreach Programme And
Cultivating Right Mindset
In both the built environment and the development
phase, FCL continuously seeks improvements in energy
efficiency, water efficiency, recycled content and waste
reduction. While we have achieved positive results,
we recognise that there is still plenty of work required.
Our project and property management teams have
been continuously driving to achieve demonstrable
efficiencies. Since 2010, FCL has established its own
Green Sustainable Business Guide to provide direction
and guidance to our commercial property management
team in driving reductions in energy usage, carbon
emission, water usage and waste production at each of
our assets as well as at those we manage on behalf of
our clients. Further, our experienced property managers
are trained and certified Green Mark Facilities Manager.
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES The Guide focuses on eight sustainability goals:
Hands on Green Sustainability Guidance
Improve resource
efficiency (electricity and
water)
Improve environment
quality (waste
minimisation, recycling and
waste management; use
of sustainable materials;
clean public toilets; use of
alternative water source)
Maximise the useful service
life cycle of building
systems
Encourage stakeholders
on community ownership
and participation in
sustainability activities
Build knowledge
Improve indoor
environmental quality
Enhance exterior site
managements
Explore various green
measures
roadsides and clearing the drains. Our guests were also
encouraged to join us in our efforts.
Frasers Property Australia’s environment-related
activities this year focussed on two key national
events. Our Clean Up Australia Day efforts, saw 101
employees from Sydney, Melbourne, Brisbane and Perth
participate in clean-up activities at local public spaces.
Averaging two hours of volunteer service per person, we
successfully removed 89 bags of rubbish nationally from
public community spaces including beaches and parks.
71
We also distribute Green Guide to tenants in our office
buildings to promote the importance of environmental
protection and water/energy conservation.
In addition, there are environmental policies and
committees in place at local asset level to drive green
initiatives in over 50 of our serviced residences. A Go
Green programme has been implemented in all of our
serviced apartments and includes awareness campaigns
such as limiting the use of laundry services to save water
and energy, reduction of waste through the removal of
wrapping of toiletries and amenity products by suppliers.
As with past years, all our commercial properties in
Singapore participated in Earth Hour 2015, an annual
international energy conservation event that encourages
all non-essential lighting to be turned off as part of
a drive to mobilise people to take action on climate
change and to deliver positive climate change outcomes
around the world. All 54 of our serviced residences
around the globe also participated by switching off the
lights for an hour. In conjunction with Earth Hour, Frasers
Hospitality has designated March as Frasers Environment
Month, during which our staff plan a series of initiatives
and campaigns to promote environmental responsibility.
This year, our staff in Paris, Kuala Lumpur and Hanoi
took time off work to green up their neighbourhood.
In Malaysia, for example, our staff managed to plant 35
trees in Shah Alam, within two hours. At Fraser Suites
New Delhi, our team cleaned the roads and pavements
surrounding our serviced residences, while our Fraser
Place Manila’s managers and associates worked
together to spruce up an entire city block, sweeping the
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFraser Suites New Delhi team cleaned the roads and pavements around the property
While Clean Up Australia Day focused on removing
rubbish from the community, our Schools Tree Day
activities continued to focus on giving back and adding
to the community. Around 110 staff, averaging three
hours of volunteer service each, planted trees and
rejuvenated spaces within local schools by upgrading
outdoor facilities such as playground seating and
outdoor garden spaces nationwide.
In Singapore, all our BCA Green Mark certified buildings
have energy efficiency measures built into their design.
As mandated by BCA, these buildings go through
energy audits every three years, which provide checks
and balances throughout the life of a building. All our
office and industrial buildings in Singapore have also
been certified with Eco-Office labels by the Singapore
Environment Council.
Energy Use And Greenhouse Gas Emissions3
We seek to develop a property portfolio that is energy
efficient. Overall, the energy intensity of our various
asset classes has reduced in FY2014/15, notably for our
Australia commercial and Singapore retail assets. Due to
the ramp-up of new opening of hospitality assets under
management, together with higher overall occupancy
rate, our total energy consumption has increased
from 221.8 million kWh in FY2013/14 to 224.0 million
kWh in FY2014/15. Our carbon footprint increased
in tandem from 128.9 to 129.7 million tonnes of CO2
equivalents. We are progressively installing energy saving
features across our properties especially during Asset
Enhancement Initiative (AEI) works. For example, we
installed new chillers and upgraded cooling towers in
two of our commercial buildings, ie. Alexandra Point
and Causeway Point – in the past two years to increase
the energy efficiency of our air conditioning systems.
Motion-sensing lighting is standard for all our fire escape
staircases to save energy. At our construction projects,
energy is now being saved through the use of pre-cast
bathrooms instead of building on site.
In Australia, the majority of our commercial office
properties have a NABERS Energy rating and Building
Energy Efficiency Certificate (BEEC). The average rating
of these properties is 4.2 stars out of a possible 6 stars.
We are routinely installing energy-saving innovations
and taking initiatives across our properties. For
example, we have installed a new chiller at one of our
commercial buildings, Rhodes Building B to increase
the energy efficiency of our air conditioning system.
We have installed new Building Monitoring and Control
Systems (BMCS) at Henry Deane, Gateway and Mulgrave
Building A. We have recommissioned the BMCS control
strategies at Rhodes Building B, D and Mascot Tower
A and B. We have also engaged a consultant to review
the mechanical systems of all our New South Wales
commercial properties in order to identify additional
energy saving opportunities. Smart metering has been
installed in most properties and we are in the process
of rolling out smart metering strategy to gas and water
meters. Lighting upgrades have been conducted at
Mascot Tower B and across all commercial properties’
common areas such as lobbies and bathrooms. 93%
of FPA’s commercial portfolio has energy reduction
initiatives in place.
Building energy
consumption
(mil kWh)
Building energy intensity
(kWh/m2)
Building GHG emissions
(mil tonnes of CO2e)
Building GHG
intensity
(tonnes of CO2e/m2)
FY2013/14
FY2014/15
FY2013/14
FY2014/15
FY2013/14
FY2014/15
FY2013/14
FY2014/15
72
Singapore Office
Australia Office
Singapore Retail
33.3
17.3
56.4
33.2
16.6
55.6
Hospitality
114.8
118.6
127.4
84.6
214.9
110.5
127.1
80.9
212.0
111.8
14.4
17.3
24.4
72.8
14.4
16.6
24.0
74.7
55.1
84.3
92.9
70.1
54.9
80.7
91.6
70.3
Notes:
1
2
Energy consumption is reported for landlord area for commercial properties and total area for serviced residences
Energy and greenhouse gas data currently covers more than 70% of buildings that we own and/or manage with operational control, except those
that we acquired and/or managed less than one year ago. Our data does not cover construction and development activities
3 Grid GHG emission factors are from Singapore Energy Statistics 2015, Australia National Greenhouse Gas Accounts, the Vietnam Department
of Meteorology, Hydrology and Climate Change and the United Kingdom’s Department for Environment, Food and Rural Affairs (DEFRA) for
Singapore, Australia, Vietnam and all other countries respectively. UAE, Bahrain and Qatar emission factors were not available from DEFRA, so
emission factors for Middle East region was used. Greenhouse gas emissions are reported in CO2e for Singapore and UK, where data is available.
All other countries are reported in CO2
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES WATERTOWN – GREEN MARK GOLDPLUS
Watertown is a mixed residential-commercial
development, one of our numerous award-winning
properties.
Located at Punggol Central/Punggol Walk, Waterway
Point is the retail component of the mixed-use
development, Watertown. Both the Green Mark and
UD features were considered from the early design
stage of the project and were well addressed at all
required stages of the project. The following key
green initiatives have helped the project to achieve
the Green Mark GoldPLUS Award:
Green Transportation: Seamlessly connected to
various public transportation choices and to an
excellent cycling infrastructure, electric charging
stations as well as carpark guidance system for cars.
Green Design: Various energy saving design
elements such as regenerative lifts, LED lights
and occupancy sensors; water fittings for high
water efficiency, paints and adhesives with low
Volatile Organic Compounds (VOCs) for the
building interiors; recycled horticultural compost
for landscaping, compost bins, siphonic rainwater
discharge system.
Green Construction & Operation: Built using green
construction strategies such as low Concrete Usage
Index (CUI is an indicator of the amount of concrete
used per unit floor area), environmental management
plan, CONQUAS certification, and environmentally
friendly building materials; featuring highly
efficient home appliances such as air conditioners,
refrigerators, washing machines and gas water
heaters.
Overall, the project is able to reduce approximately
1,460 tonnes of CO2 emissions and 21% savings on
water per year.
73
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES the first of its kind to be used in a residential context
and the largest of its kind in the world used in an
urban environment. The heliostats track sunlight and
redirect it deep down into the mass of the building
and onto overshadowed parklands; they bring solar
energy to places that direct sunlight cannot reach.
Sunlight falling onto the West tower reflector panels
is bounced upward to the East tower reflector panels,
then redirected into the retail atrium and landscaped
plaza.
As a result of these two technologies, the project has
also been declared the Best Tall Building worldwide
by the Council on Tall Buildings and Urban Habitat.
One Central Park has achieved a five star Green Star
Design Rating (Green Building Council of Australia
rating system).
The use of such a large-scale application of vertical
greening is a demonstration of how the built
environment can be changed for enhanced social
and environmental sustainability. Besides, One
Central Park apartments and retail centre receive
all non-potable water from the precinct’s own
one-megalitre-capacity water recycling facility.
The treated recycled water is used for hydroponics,
landscape, toilet flushing and laundries. Another
noteworthy sustainable feature within the larger
Central Park development is the construction of a
central thermal and tri-generation electrical plant that
will use low-emission natural gas engines to produce
thermal and electrical energy, efficiently harnessing
the bi-products of energy generation (hot and cold
water) to provide centrally reticulated heating and
cooling for air and water, for utilisation throughout
the precinct.
1
Adapted from Vertical Greenery, FuturArc, Volume 39, Nov-Dec
2014
VERTICAL GREENERY1
One Central Park, Sydney – Another Accolade Of
Our Sustainability Efforts
A green wall is a wall partially or completely
covered with vegetation that comprises a growing
medium, such as soil, and an irrigation system, that
is incorporated into building surfaces or facades to
help:
• Mitigate the urban heat island effect and cool the
immediate surroundings;
• Offer shade;
• Improve air quality (exchange of carbon dioxide
for oxygen);
• Enhance a sense of well-being by bringing nature
to the occupants;
• Provide additional social spaces for the
community; and
• Promote consciousness and sensitivity to the
environment;
Our development project One Central Park in
Sydney, Australia pride itself in having the largest
green façade ever undertaken on a residential tower
in Australia. The building comprises over 1,000
square metres of vertical gardens, with two panels
reaching 116 metres above ground level. Altogether,
the project has 21 panels of vertical greenery made
up of 35,200 plants from over 380 species.
The vertical gardens were designed to withstand
seasonal conditions; plants that thrive with large
exposure to the sun and sunlight, such as Acacias
and Poa, are selected for the top of the wall, while
more delicate plants such as Goodenia and Viola,
which require more hydration, are chosen for
the bottom. One standout feature of the vertical
greenery is the hydroponics technology that allows
plants to grow all around the periphery of the
building at all levels. The systems make it possible to
grow a soil-less vertical veil of vegetation in planters
and on walls all the way to the tower tops, which
in turn makes it possible for the green facades to
do their work of providing shade, reducing ambient
temperature and supplying fresh air. There is a sky
garden at level 29, housed on the architect Jean
Nouvel’s signature cantilever, which extends 42
metres from the west side of One Central Park’s
East tower at approximately 100 metres above the
ground.
Additionally, the cantilever supports a light-
reflecting heliostat system made up of 320
reflectors and 40 sun-tracking heliostats –
74
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Water Savings
Overall, we have reduced our total water consumption
and water intensity across our commercial and
hospitality portfolio in FY2014/15. The reductions
have come primarily from lower water intensity at our
Singapore office buildings which are all installed with
the PUB’s Water Efficient Labelling Scheme (WELS)
certified fittings and adopted water efficient flow
rates/flush volumes. In our retail malls, consumption
has also decreased slightly. Three of our retail malls,
namely Bedok Point, Anchorpoint and YewTee Point,
have attained the PUB’s Water Efficient Building (Basic)
certification. The remaining malls are being upgraded
progressively from FY2015/16.
We support awareness campaigns and partner the
PUB in its Friends of Water programme. We also took
advantage of the 50% subsidy given for installation of
extra private water meters and leak detection systems
for better monitoring and control of water consumption
at major water usage areas, such as cooling tower, water
features, irrigation, pools, in our office buildings.
Nearly 100% of our water comes from public utilities.
We have been increasing our use of recycled water for
non-potable applications, such as irrigation, washing,
water features, cooling tower. For recycled water,
we collect condensate from our air handling units for
reuse and also use the PUB’s NEWater, which is recycled
water. In our cooling towers, we use water treatment
systems that can achieve at least seven cycles of
concentration (COC).
Building water consumption
(mil m3)
Building water intensity
(m3/m2)
75
FY2013/14
FY2014/15
FY2013/14
FY2014/15
Singapore Office
Australia Office
Singapore Retail
Hospitality
0.33
0.12
0.73
1.54
0.31
0.13
0.71
1.56
1.25
0.55
2.77
1.48
1.19
0.60
2.71
1.44
Notes:
1 Water consumption is based on landlord area for commercial properties, and total building area for serviced residences
2 Data covers more than 70% of buildings that we own and/or manage with operational control, except those that we acquired and/or managed
less than one year ago. Our data does not cover construction and development activities
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESThe heliostat system at One Central Park, Sydney, Australia brings solar energy to places that direct sunlight cannot reach WATER SUSTAINABILITY
One Central Park, Sydney:
The apartments and retail centre
at the development receive all
non-potable water from the
precinct’s own one-megalitre-
capacity water recycling facility.
Treated recycled water is used
for hydroponics, landscape, toilet
flushing and laundries.
Alexandra Point, Singapore:
Recycled public water (NEWater)
is used for the cooling tower
and irrigation. The replacement
of 100% environmentally rated
fittings saved >30,000m3/year in
total.
Causeway Point, Singapore:
Over 90% of the water used in the
mall’s landlord area came from
NEWater, our national recycled
water source. The recycled water
is used for toilet flushing, irrigation
and cooling tower.
Compliance With Rules And Regulations
Despite relentless effort to ensure that we comply with
all rules and regulations, seven of our development
projects in Singapore have been fined a total amount
of less than S$100,000 in FY2014/15. The fines were
imposed on our main contractors due to incidences
such as noise levels exceeded, mosquito breeding and
safety breach. Together with our contractors, we have
since taken extra measures to prevent further incidences.
76
PEOPLE
[G4-26; G4-27]
We create and manage spaces where thousands of
people live, work and play in each day, and their safety is
our key priority. With over 4,000 employees worldwide,
safety at the workplace is of utmost importance to FCL.
When it comes to human capital management, we
strive to attract and retain talents, and nurture future
leaders, who are fundamental to our long term success.
FCL has a clear commitment to fair employment
practices, and each employee receives training and
career development opportunities as appropriate. As a
responsible corporate citizen, we are also committed
to playing a role in improving the communities within
which we operate.
Safety Is A Key Priority
We are committed to develop buildings and
environments that are safe to live, work and play in, and
this commitment extends to safety at our construction
sites.
We apply safety criteria throughout the life-cycle of
our buildings. At the design stage of our development
projects, we do a risk assessment using a Design
for Safety procedure. For all design risks identified,
appropriate control measures are taken. This risk
assessment covers design, structure, mechanical and
electrical function and landscape. We seek to influence
the building construction process, even though this is
usually not within our direct control. We also consider
the relevant certifications of our contractors in the
appointment process. The majority of our builders
are certified with Occupational Health and Safety
Management System (OHSAS) 18001 standard or its
equivalent in Singapore and Australia.
As an integral part of the construction process, we
conduct a joint monthly safety committee meeting with
our main construction contractors, where health and
safety issues are discussed. Apart from that, we carry out
a safety inspection on our sites on a quarterly basis. Our
focus is on safety of our workers and the public. Specific
attention is paid to personal protective equipment
(PPE), hazards relating to temporary structures on site,
materials handling and equipment safety.
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Our construction sites in Singapore have recorded zero
fatality in FY2014/15. Out of the nine projects under
construction, the lost-time injury rate was 1.2 cases per
million man-hours worked. The severity rate was 8.7
lost-days per million man-hours worked.
We are also proud of our Australian operations, which
have achieved significant improvements in safety over
the past eight years. During this time, the lost time injury
rate has been reduced by over 90% to what is now an
industry leading level. This has been achieved through
developing a safety culture focused on engaging staff
and subcontractors about the importance of adopting
safe working methods under all circumstances. Regular
communication and reporting, both to the Board and
Management, have reinforced the importance of safety
at FPA.
Completed buildings
FY2014/15
Number of fatalities
Number of lost-time injuries
Number of lost-days
Lost-time injury rate
(per million man hours)
Severity rate
(per million man hours)
Corporate Office
0
2
93
Singapore
0
1
7
1.0
46.8
0.4
3.0
China
0
1
33
4.2
137.7
Australia
0
0
0
Hospitality
0
36
723
0
0
4.4
88.9
1 Our health and safety data is in line with Singapore’s MOM requirements with the definition of lost time injury being more than 3 days’ medical
leave due to injury
For the completed properties that we manage, we have
also put in place a workplace safety policy, and strive to
create a safe working environment for our colleagues.
Our properties have a procedure in place for incident
management, and FCL complies with all relevant
rules and regulations. We had no major incidents of
safety-related non-compliance, except several fines
imposed on our main contractors in Singapore, during
the reporting period FY2014/15. We are proud that the
management of all of our office and industrial buildings
in Singapore has been accredited with OHSAS 18001
(Occupational Health & Safety Management), SS506 Part 1
certification and awarded bizSafe Star by Workplace
Safety & Health Council and Ministry of Manpower.
We take safety at workplace seriously. We note the
majority of the incidences reported at our Hospitality
unit revolved around staff injuring themselves when
they tried to lift certain items or they slipped and fell.
We continuously strive to minimise the injury rates and
improve our safety processes through training across all
departments.
We are refining our Group level policies to complement
and unify our safety culture across the business divisions.
Our SSC is taking the lead on this – assessing how
individual business divisions deploy health and safety
management on site and at properties, and sharing best
practices.
Despite incidences, we are well below the Singapore
industry average for our lost-time injury rate at our
construction sites.
Our Employees, Our Capital
Our employees are the foundation of FCL’s success
and core to our continued success. We adopt fair
employment practices, and put significant efforts into
the development and holistic wellness of our employees.
Developing Our Staff, Fostering Their Loyalty
Strong future leadership built on solid functional
excellence is the foundation of FCL’s approach towards
talent development. We have a dedicated training
team within our HR department in Singapore to take
care of the training needs of employees. Each year, a
learning directory is published and sent to all department
managers to feed into the training assessment
discussions at the annual performance appraisals of all
staff. Learning highlights are also sent monthly to all staff
via email. Training courses range from general skills (e.g.
communication, computer skills, leadership, personal
effectiveness) and stress management, to specific job
skills (e.g. customer care, safety and security). Similar
policies and practices are implemented for FPA. On top
of the training organised by our dedicated training team,
an employee may raise a request for training to their HR
department or their supervisor.
In FY2014/15, we introduced the new Leadership
Excellence And Development Programme (L.E.A.D).
Over a course of six months, some 20 middle managers
went through a series of customised leadership modules
which helped sharpen their mindset and strengthen
their commitment to the Group. Besides enhancing
77
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES the management skills of participants, it also provided
participants with a platform to interact with fellow
managers, exchange ideas, and learn from each other.
In FY2014/15, employees across our global operations
have clocked in a total of 64,670 training hours.
Approximately 60% of the training hours went to our
non-executive employees, and the rest to our executives.
On average, each employee received 26 hours of
training per year. Moving forward, we target to achieve
40 training hours per employee per year. The Group
has allocated 2% of our payroll for training and learning
purposes.
Our training efforts have proven to be productive as we
saw a 10% increase in the number of our employees
who received the Excellent Service Award (EXSA) by
Spring Singapore. The award is given in recognition of
individuals who have delivered quality service nationally.
In total, there were 119 award recipients from FCL in
2015 as compared to 108 recipients a year ago.
78
FAIR EMPLOYMENT PRACTICES
Sharing the vision for Singapore to be one of the
best places in the world to work, FCL is a signatory
to the Tripartite Alliance for Fair and Progressive
Employment Practices (TAFEP) in Singapore. FCL is
committed to adopting the five key principles of fair
employment practices:
1. Recruit and select employees on the basis of
merit (such as skills, experience or ability to
perform the job), regardless of age, race, gender,
religion, marital status and family responsibilities,
or disability.
2. Treat employees fairly and with respect and
implement progressive human resource
management systems.
3. Provide employees with equal opportunity to be
considered for training and development based
on their strengths and needs to help them achieve
their full potential.
4. Reward employees fairly based on their ability,
performance, contribution and experience.
5. Abide by labour laws and adopt the Tripartite
Guidelines on Fair Employment Practices.
Our recruitment and remuneration policies at Frasers
Property Australia also embrace fair, responsible and
progressive employment practices.
Good labour-management relations contribute to
business success, staff wellbeing and, ultimately,
to community cohesion. We ensure staff are given
sufficient notice to adjust to any operational changes
and an ‘open door’ practice is encouraged.
Developing A Healthy Workforce
We believe our staff wellbeing reflects the Company’s
wellbeing. A year-round wellness programme for
our staff was organised by our Corporate Wellness
Committee, which is made up of members from various
business units and departments. Our programme is
planned around team building, personal development
and health according to our motto “Make Wellness
Part of Your Life: Regular Exercise. Eating Right. Staying
Positive”. FCL is proud to be a recipient of Singapore
HEALTH Award (Gold) in recognition of our good
practices in driving employee wellness.
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESTraining Session – Driving Business Results 79
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFCL L.E.A.D. Programme GraduationFCL Award Recipients at the EXSA Presentation by SRA Here are some of the staff activities and programme in FY2014/15:
Social Events & Assistance
• Annual Dinner & Dance
• Family Day
• Eat with Family Day
• Health Screening
• Mental Health and Wellness Talks
• Healthy Cooking Classes
• Counselling Hotline
• Employee Assistance Champion
• Stress Management workshop
Fitness Programme
• Kpop X Fitness
• Zumba
• Bokwa
• Weight Management
• Ergo Stretch
• Kickboxing
• Yoga
• Marathon subsidies
Sports Events
• SGX Bull Charge Charity Run
(Official Sponsor)
• Futsal Tournament
• Captain’s Ball Tournament
• Badminton Tournament
• Bowling Tournament
• Dragon Boat
• Walk/Jog sessions
To forge closer ties with our sister companies, Fraser &
Neave Group of Companies, including Times Publishing
and F&N Foods, and InterBev, a joint Staff Dinner
& Dance was held at Suntec Convention Centre in
November 2015. The event saw a total of 837 attendees
from FCL. The theme for the night was “TV Showtime”
and staff came as costumed TV characters.
In China, FCL staff from offices across Shanghai,
Chengdu and Suzhou would gather every year for their
3-day company trip to various parts of China. In 2015,
our colleagues have chosen Lushan, Sanqingshan and
Xiamen as their destinations.
In Australia, employee and well-being are a continued
focus in areas such as skin cancer checks, Family Day
activities, Employee Assistance Program / Counselling,
Mindful Employer Training, subsidies for team fees
for marathons, triathlon and other sporting activities,
Business Unit team building and planning activities.
We also expanded our partnership with Medibank
Private for discounts in private health insurance and the
establishment of an online health portal.
Strengthening Family Ties
We are advocates of strong family bonds and this is
the main driver of our work-life friendly initiatives.
In conjunction with the Chinese New Year festival,
and to bring cheers and well wishes, every staff was
personally presented with a goodie bag. In June 2015,
the FCL Family Day took more than 1,800 staff and
their family members to The Singapore Zoo and River
Safari. As an ongoing initiative, admission tickets to the
S.E.A. Aquarium and Trick Eye Museum Singapore at
Resorts World Sentosa are given to staff and their family
members as staff benefits.
Providing A Fair And Equal Workplace
As of 30 September 2015, we have 4,062 employees
globally, of which 26 are located in Singapore, 14%
in Australia and the rest overseas. We have a growing
workforce, with the hiring rate of 31% exceeding the
turnover rate of 26%. For our Singapore operations,
our hiring rate and turnover rate were lower at 21% and
14% respectively. The jump in workforce from 2,230
employees a year ago was mainly due to the successful
acquisition of the MHDV group of boutique lifestyle
hotels in the UK.
Our support for diversity as laid out in the Code of
Business Conduct, documents FCL’s commitment
to equal opportunity based on meritocracy and the
elimination of discrimination.
Guidance on fair employment practices, including
diversity, comes via our membership of the Singapore
National Employer Federation (SNEF), and equivalent
organisations in other markets.
In addition to the basic salaries, FCL provides a number
of benefits to its employees. Across all of our significant
locations of operation, we provide our employees with
retirement plans (where applicable), parental leave and
medical insurance. To maintain our competitiveness, we
benchmark our employees’ remunerations to the market
by engaging an external consultant.
We also offer post retirement employment, supporting
older employees e.g. in Singapore in accordance with
the Tripartite Guidelines on the re-employment of older
employees.
WHO ARE OUR EMPLOYEES?
We are proud to employ people of more than 20
nationalities. Our workforce statistics show an
almost equal gender balance. The majority of our
employees are in the core group of 30-49 years
old, while younger and older staff make up about
35% and 14% respectively. Temporary or part-time
employees are not a significant proportion of
FCL’s staff. The proportion of Executive to Non-
executive staff varies across the countries that we
operate, depending on the local structure.
80
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
81
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESDinner & Dance 2015FCL Family Day at Singapore ZooLong Service Award RecipientsFutsal Tournament Final Match EMPLOYEE PROFILE AS AT 30 SEPTEMBER 2015 (4,062 EMPLOYEES)
BY
AGE GROUP
<30 YRS OLD
35%
30-49 YRS OLD 51%
>50 YRS OLD
14%
BY
TYPE
EXECUTIVE
23%
NON
EXECUTIVE
77%
BY
GENDER
MALE
FEMALE
55%
45%
BY
COUNTRY
SINGAPORE
26%
AUSTRALIA
21%
CHINA
UK
OTHERS
7%
44%
2%
Note: Data included employees of fully owned Malmaison Hotel du Vin group
Developing Our Employer Brand
As part of the development of our Employer Brand, we
deepen our engagement efforts with student internships
from various educational institutions, including
Singapore Polytechnic, Ngee Ann Polytechnic, Temasek
Polytechnic, ITE College East and ITE College West.
In FY2014/15, a total of 70 students completed their
internships in both our local and overseas operations.
This is an increase of 67% compared to the previous
year. We are proud to have played a role in nurturing
these future talents for the industry and look forward to
welcoming more of them in the future.
Customer-Centric Approach
Enriching Lives With Our Creative Homes
In developing homes for the future, we believe in
delivering values to our customers with implicit promises
of trusted reputation and quality, trusted care, trusted
innovation and trusted investment value. In FCL, we are
committed to enriching lives with our creative homes
and spaces that are designed around innovation. We
always strive to deliver homes with distinctive quality and
services and design excellence. Bringing innovative new
products to the market has gained us leadership status.
FCL prides itself as the first developer in Singapore to
introduce the concept of dual-key apartment units
when we launched Caspian, a condominium project
WORKFORCE MOVEMENT
Pax
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
4,062
2,350
1,271
572
1,038
421
No. of employees
New hires
Turnover
n FY2013/14
n FY2014/15
located at Jurong West in 2008. Also known as TRIO
Intergeneration Home, these apartment units are
designed to comprise two attached units for families to
stay with their parents, without compromising privacy,
e.g. one-bedroom + studio, two-bedroom + studio. An
additional benefit for dual-key apartments is that one
unit can be rented out for additional cash flow.
82
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Our dual-key concept has subsequently been proven
to be popular and has been replicated in our other
projects such as 8@Woodleigh and Esparina Executive
Condominium.
To ensure customer satisfaction and identify areas
for improvement, we carry out two surveys with our
homebuyers. The “How was your home collection
experience?” survey is conducted with 10% of the
homeowners within 10 days of the home collection.
The objective is to measure the overall first impression
of the owners’ home collection experience, staff service
level, quality of homes and the common facilities. We
are proud to have scored 78% in FY2014/15. We also
conduct the “How is everything?” survey on 20% of
the homeowners quarterly over the first 12 months of
their moving in to their new homes. This is to capture
the homebuyers’ level of satisfaction on the quality
and workmanship of their homes, customer service
recovery and whether they would recommend Frasers
Centrepoint homes to their friends and relatives. Based
on the survey, in FY2014/15 most of our homeowners
provided positive feedback, giving a commendable
overall score of 76%. They indicated that they trust
Frasers Centrepoint Homes’ promise to deliver excellent
home quality and services. This perception is further
reinforced with more than 90% of our homeowners
confirming that they would recommend FCL Homes to
their friends and relatives.
The FCL Customer CARE team conducts regular CARE
service standards and service recovery training for all its
front line staff including its Contractors’ and Managing
Agents’ supervisors and workmen. All feedback received
is discussed during a weekly meeting together with
the project team, main contractor, architect and the
managing agent. The CARE team will follow up with the
homeowners and conduct immediate customer service
recovery.
Thriving Environment And Space For Work, Shop And Play
As a commercial landlord, our aim is to provide thriving
environments where people can work, shop and play
to their highest fulfilment. We treat our tenants as our
partners and believe it is important to engage and listen
to them.
We carry out annual surveys with tenants in our office
and industrial buildings in Singapore to better understand
their level of satisfaction in various aspects. These
would range from leasing management, operational/
maintenance response to the building environment such
as amenities, carpark facilities, security and safety and
access to public transportation. Through this sharing and
learning process, we improve our understanding of our
tenants’ needs and expectations as well as find out what
we have done well, where we could have done better,
and identify areas for improvement.
SURVEY ON HOMEBUYERS
Scoring (%)
78
78
77
76
90
80
70
60
50
40
30
20
10
0
How was your home
collection experience?
How is everything
survey?
n FY2013/14
n FY2014/15
SURVEYS ON OFFICE & INDUSTRIAL
BUILDINGS’ TENANTS
83
(%)
100
90
80
70
60
50
40
30
20
10
0
93
94
70
64
Satisfied to
Very Satisfied
Neutral to
Very Satisfied
n FY2013/14
n FY2014/15
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES8@Woodleigh Dual-key Layout
Some of our asset enhancement works were initiated
after receiving feedback from our tenants. For example,
we introduced a café for Alexandra Point in response
to feedback from tenants requesting for more F&B
amenities in the building. To continually improve the
facilities for our tenants, the office space at China Square
Central and Valley Point have been upgraded. At Valley
Point, we have rejuvenated the area with the upgrading
of the retail podium with new and exciting retailers,
much to the delight of our tenants, shoppers and
residents in the surrounding vicinity.
Our FY2014/15 survey participated by approximately
40% of tenants within our Singapore office and industrial
buildings shows that 94% of them were Neutral to
Very Satisfied, with 70% Satisfied to Very Satisfied. The
satisfaction levels have improved from 93% and 64%
respectively in FY2013/14.
Little Things That Make The Difference In Hospitality
Intuitive service, innovation and consistency in product
and service excellence have always been the core of our
Hospitality business. We continually invest time and effort
to stay tuned with what our guests need and seek, and
what their evolving demands and expectations are. We
gather feedback, evaluate our offerings and are always
open to making the necessary adjustments to our service
delivery and product innovation in order to stay relevant.
Consumers’ trust in our brand is paramount and to
maintain that consistency, we take pride in ensuring that
our residents experience the same level of service, the
similar thoughtful use of space, and the same efficiency
and warmth of our staff at any of our properties around
the world.
With the trend of shorter stays in mind, our newer
properties have been configured with a larger number
of one and two-bedroom apartments to cater to
both business and leisure travellers. Each residence
is thoughtfully designed to provide optimal personal
space with defined living, dining and study areas. They
are fully furnished for comfort and convenience and
come complete with a well-equipped kitchen, modern
conveniences, and comprehensive home entertainment
systems. Complimentary high-speed Internet access
helps guests stay connected at all times, across different
time zones.
Developed through constant product innovation, our
distinctive offerings include The Retreat, a dual-function
meeting facility and relaxation haven where business
executives go to recharge and get re-juvenated. To
further enhance our guests’ experience, the e-Concierge
was implemented as a solution to provide easy access to
updated destination information in place of conventional
in-room compendiums.
84
This year we also revamped our Frasers Hospitality
website. It was enhanced for optimum browsing with
fast, responsive and seamless access across multiple
devices. We also launched a new website specifically
for the Chinese market to improve accessibility to
information and ease of booking.
At Frasers Hospitality, we constantly find ways to
promote lifestyle wellness for health-conscious guests.
Over at Fraser Suites Perth and Capri by Fraser, Brisbane,
we collaborated with celebrity chef, Pete Evans, to
construct paleo inspired menus to allow our guests to
enjoy a variety of delicious selections and tapas-style
share plates, with an emphasis on high quality, seasonal
and fresh local produce.
In addition to the business and lifestyle facilities offered,
guest with families can take advantage of our family-
friendly offerings which include well-equipped children’s
playrooms and wading pools, babysitting services,
the Fraser Kids Club and social activities to make their
stay enjoyable. There are also regular recreational
activities that foster interaction among residents
such as sightseeing tours to local attractions, movie
screenings and storytelling sessions for children. Lifestyle
facilities and value-added services such as a 24/7
gymnasium, swimming pool, steam and sauna also allow
professionals to enjoy work-life balance without having
to leave the premises.
Capri by Fraser, Changi City’s cycling expedition Gear up
and Explore has also been well-received by its in-house
guests as it provides them with something more than
the usual gym workout during their stay. These bicycles
offered at the hotel residence are complimentary and
allow guests to either ride on their own or join the bi-
weekly cycling tour led by the General Manager and his
team.
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESGear Up and Explore, a regular cycling expedition by Capri by Fraser, Changi City 85
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESOutreach to residents of Geylang East Home for the AgedSharing our space – Children’s Day outreach at NorthpointStep Up for Multiple Sclerosis, Central Park, Perth, AustraliaGuests at Fraser Place Kuala Lumpur joined in the Earth Hour celebration These unique services and offerings have allowed Frasers
Hospitality to be a constant recipient of international
awards and accolades, including various service
excellence awards as well.
In April 2015, Frasers Hospitality launched the Worldwide
Innovation for Service Excellence (WISE) platform on
its intranet to generate innovative solutions at work for
serviced residences. WISE ideas were categorised by
People, Product, Service, Revenue Generating and Cost
Savings. A total of 960 WISE ideas were generated by
local and overseas staff. 233 WISE ideas were eventually
shortlisted by the Corporate Innovation Committee for
consideration. The WISE micro-site was launched in
September 2015 to display a selection of the best WISE
ideas.
COMMUNITY
Adding Value To Our Communities
Besides providing local employment, contributing to
employee welfare and paying corporate taxes, the group
adds value to the local communities through Corporate
Social Responsibility (CSR) initiatives and investment.
Our community investment is awarded with local
context in mind. We organise community engagement
in conjunction with our customers at about half
of our properties. Office activities reach out to the
neighbourhood depending on our tenants’ profiles.
Our malls and outdoor spaces are meeting places
for the neighbourhood with their infrastructure
offering shopping, service, food, education and leisure
opportunities. The events that we organise capitalise
on this, strengthening community ties by involving
community clubs or special target groups such as senior
citizens or disadvantaged children.
Providing Financial Assistance
During the year, we sponsored $100,000 towards a
number of fundraisers to aid various causes in the
community. These included the SGX Bull Run in support
of the Asian Women’s Welfare Association, Autism
Association of Singapore, Fei Yue Community Services
and Shared Services for Charities; Scoot’s SG50 project
in support of the Singapore Children’s Charity; and Nee
Soon Central Community Club’s building fund for its new
premises at Northpoint City.
Frasers Property Australia donated over A$65,000
to charities, including A$7,500 worth of rescue and
resuscitation equipment to the Coogee Beach Surf
Life Saving Club along with free space to store the
equipment and partnered with Jindowie Estate and
the Department of Housing to provide residents in
Yanchep, Western Australia with a rainwater tank for their
community garden.
Sharing Our Space
In conjunction with Children’s Day, Northpoint, together
with the North West Community Development Council,
hosted 60 children and their parents from low income
families residing in Yishun and Woodlands to an
ocean-themed balloon party. As part of Care and Share
Community Outreach, YewTee Point partnered Comcare
to distribute food items to needy families living in the
Yew Tee community. In addition, Causeway Point joined
with Beautex to hold the Life’s Beautiful art competition
to raise funds for ST Pocket Money Fund. At the event,
a wall of tissue boxes was built that went down in the
annals of the Singapore Book of Records as the largest
stage backdrop made of tissue boxes. China Square
Central supported the annual Brand’s Charity Sale which
raised $22,000 for the Straits Times Pocket Money Fund
which helps children from low-income families pay for
their meals in school and education needs.
Central Park Perth in Western Australia hosted a number
of iconic fund-raising events over the course of the
year. Australia’s Biggest Morning Tea saw Central Park’s
management and tenants coming together to donate
cakes and coffee to raise funds for the Cancer Council
Western Australia. It was also the venue for Step Up for
MS, a vertical challenge to raise funds and awareness for
the Multiple Sclerosis Society of Western Australia. Close
to A$155,000 was raised at the event while the Central
Park Perth management donated A$10,000. Central
Park Plunge, Australia’s tallest urban abseil event, raised
A$425,000 for the Ronald McDonald House, The Fiona
Wood Foundation, Kids’ Camp and Anglicare Western
Australia.
Our spaces have also been venues for several exhibitions
including the Ministry of Education’s SG50 Traveling
Exhibition, “Good Morning Cher: Our Schools, Our
Teachers, Our Stories” and Very Special Arts’ Annual
Art Exhibition at Changi City Point and the Pioneer
Generation Roadshow at Causeway Point.
Changi City Point also holds fortnightly kickboxing and
K-pop fitness sessions run by the Health Promotion
Board for the public.
Our properties in Australia organised a variety of
activities for their local communities including
barbeques and festive-themed family activities at
Greenvale Gardens, Casiana Grove, the Range and
Wallara Waters in Victoria, Putney Hill in New South
Wales, and Cova and Coorparoo Square in Queensland.
86
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 87
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESBEAMS Arts Festival at Central Park, Sydney, AustraliaMOE SG50 Travelling ExhibitionFPA gets down and dirty to support Business Clean Up DayBig Love Connecting With Our Neighbours
We particularly value good community relationships
at our construction sites. In common with many
developers, we inform all neighbours about the plans for
the development and noise, pollution or other expected
adverse effects, including the name and details of a
contact person on site.
Promoting The Arts
In support of the arts, Frasers Hospitality provided close
to $300,000 worth of accommodation for performing
arts groups for a number of productions in Singapore,
including KidsFest 2015; 15 Years of Dreams from the
Red Chamber – City Chinese Orchestra; Public Enemy –
Wild Rice Limited; and Tribes – Pangdemonium Theatre
Company Limited. In recognition of our support, the
National Arts Council of Singapore conferred Frasers
Hospitality the Friend of the Arts award.
For the fourth year running, Frasers Property Australia
was one of the key sponsors of Beams Arts Festival, a
multi-disciplinary arts festival which showcases work
from the whole spectrum of the arts. Central Park
Sydney was also one of the precincts to host Vivid
Sydney, an 18-day festival of light, music and ideas –
the biggest of its kind in the Southern Hemisphere.
In Perth, several arts exhibitions were held at Central
Park including the annual Colours of Our Country which
showcased more than 250 paintings and artefacts from
40 of Western Australia’s Pilbara-based Aboriginal artists;
As We Are, which featured works of disabled artists in
Perth; and the works of the late Brian McKay, celebrated
as one of Western Australia’s leading modernists, in
particular photographs of the unique and individual
artworks he had created for the 18 lifts in Central Park.
Involving Our People
During the financial year, we formed a new Committee
for Corporate Social Responsibility for our hospitality
business. It focuses on community engagement,
including consultation with relevant groups, at
88
each property. Frasers Hospitality launched its first
Environmental Month in March 2015. Our properties
were encouraged to participate in environmental
activities such as tree planting, environmental education
and clean up drives throughout the month.
In Singapore, Frasers Hospitality initiated a fund raising
project called Big Love, in collaboration with Montfort
Care to help raise funds for children in need and their
families.
Over the course of the year, staff from Frasers
Hospitality and Capri by Fraser in Singapore, as well
as the team from Frasers Hospitality Trust through
Project Fresh Start, volunteered to spruce up the
homes of these needy families, and donated essential
household items with the aim of providing a better
living environment for the children and their families.
A donation box was placed at the front desk of Frasers
Hospitality properties in Singapore to collect funds for
the beneficiaries.
South of the equator, Frasers Property Australia sponsors
meaningful community events through its Frasers
Property Foundation as well as by participating in local
community initiatives. The Foundation is supported by
an ongoing funding strategy based on a percentage of
company profits each year and a staff volunteering bank
of 500 days per year.
An example is the Kids Under Cover programme where
FPA participates in building studios in the backyard of
homes for teenagers at risk of homelessness. Another is
the Clean Up Australia Day, where staff clean up an area
nearby to one of our development sites.
The Office and Industrial Properties team in Singapore
hosted children from the Melrose Home at the Polliwogs
indoor playground at Robertson Walk. The team also
brought treats, and shared an afternoon of conversation
and karaoke with residents of the Geylang East Home
for the Aged.
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIESColours Of Our Country, Central Park, Perth, Australia GRI CONTENT INDEX (G4 CORE)
The report is prepared in accordance to the guidelines laid out by the Global Reporting Initiative (GRI). The table below
summarises our disclosure level with reference to GRI indicators.
Fully met
Partially met
Not covered
GENERAL STANDARD DISCLOSURES
Standard Disclosure Title
Reference/ Page
STRATEGY AND ANALYSIS
Disclosure
Level
G4-1
Statement from the most senior decision-maker of
the organisation about the relevance of sustainability
to the organisation and the organisation’s strategy for
addressing sustainability.
Chairman's Statement, p. 22 – 27
Sustainability Report p. 60
Our Approach to Sustainability, p. 63
ORGANISATIONAL PROFILE
G4-3
Name of the organisation.
FCL Group At A Glance, p. 2 – 3
G4-4
Primary brands, products, and services.
FCL Group At A Glance, p. 2 – 3
Corporate Information (Inside back
cover)
Global Presence, p.4 – 5
Notes to the Financial Statements,
p. 138
Global Presence, p. 4 – 5
FCL Group At A Glance, p. 2
Employee Profile for FY2014/15, p. 82
Financial Statements, p. 128 – 235
Providing A Fair And Equal
Workplace, p. 80
Who Are Our Employees?, p. 80
Workforce Movement, p. 82
Employee Profile For FY2014/15, p. 82
There are no significant variations in
employment numbers.
G4-5
Location of the organisation’s headquarters.
G4-6
Number of countries where the organisation operates,
and names of countries where either the organisation
has significant operations or that are specifically
relevant to the sustainability topics covered in the
report.
G4-7
Nature of ownership and legal form.
G4-8
Markets served (including geographic breakdown,
sectors served, and types of customers and
beneficiaries).
G4-9
Scale of the organisation
G4-10
a. total number of employees by employment
contract and gender.
b. total number of permanent employees by
employment type and gender.
c. total workforce by employees and supervised
workers and by gender.
d. total workforce by region and gender.
e. Report whether a substantial portion of the
organisation’s work is performed by workers who
are legally recognised as self-employed, or by
individuals other than employees or supervised
workers, including employees and supervised
employees of contractors.
f. any significant variations in employment numbers
(such as seasonal variations in employment in the
tourism or agricultural industries).
89
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
G4-11
Employees covered by collective bargaining
agreements.
There are no collective bargaining
agreements in place.
G4-12
The organisation’s supply chain.
Sustainability Across Our
Supply Chain, p. 65 – 66
G4-13
G4-14
G4-15
G4-16
Significant changes during the reporting period
regarding the organisation’s size, structure, ownership,
or its supply chain
Not applicable - 1st sustainability
report
n/a
Whether and how the precautionary approach or
principle is addressed by the organisation.
Our Approach to Sustainability, p. 63
Externally developed economic, environmental and
social charters, principles, or other initiatives to which
the organisation subscribes or which it endorses.
Our Approach to Sustainability, p. 63
Governance, p. 66 – 67
Environment, p. 67 – 76
People, p. 76 – 86
Memberships of associations (such as industry
associations) and national or international advocacy
organisations
IDENTIFIED MATERIAL ASPECTS AND BOUNDARIES
G4-17
All entities included or not included in organisation’s
financial statements
Being Accountable To Our
Stakeholders, p. 64 – 65
Governance, p. 66 – 67
Fair Employment Practices, p. 78
Providing A Fair And Equal
Workplace, p. 80
Group Structure, p. 8
Scope of this Report, p. 61
Financial Statements, p. 139 – 235
Particulars of Group Properties,
p. 236 – 255
G4-18
Process for defining Report Content
Our Approach to Sustainability, p. 63
G4-19
G4-20
The material Aspects identified in the process for
defining report content
FCL’s Top Ten Material Issues, p. 64
For each material Aspect, Aspect Boundary within the
organisation
FCL’s Top Ten Material Issues, p. 64
G4-21
Aspect Boundary outside the organisation
FCL’s Top Ten Material Issues, p. 64
G4-22
Effect of any restatements of information provided
in previous reports, and the reasons for such
restatements.
Not applicable - 1st sustainability
report
90
G4-23
Significant changes from previous reporting periods in
the Scope and Aspect Boundaries.
Not applicable - 1st sustainability
report
n/a
n/a
STAKEHOLDER ENGAGEMENT
G4-24
Stakeholder groups engaged by the organisation
Being Accountable To Our
Stakeholders, p. 64 – 65
G4-25
G4-26
Basis for identification and selection of stakeholders
with whom to engage
Being Accountable To Our
Stakeholders, p. 64 – 65
Approach to stakeholder engagement, including
frequency of engagement by type and by stakeholder
group
Being Accountable To Our
Stakeholders, p. 64 – 65
G4-27
Key topics and concerns raised through stakeholder
engagement, and how the organisation has responded
Being Accountable To Our
Stakeholders, p. 64 – 65
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
REPORT PROFILE
G4-28
Reporting period for information provided
Scope of This Report, p. 61
G4-29
Date of most recent previous report
Not applicable - 1st sustainability
report
n/a
G4-30
Reporting cycle
Sustainability Report, p. 60
G4-31
G4-32
G4-33
Contact point for questions regarding the report or its
contents
We Would Like To Hear From You,
p. 61
Report on ‘In accordance’ option, GRI Content Index,
reference to External Assurance
Scope of This Report, p. 61
Policy and current practice with regard to seeking
external assurance for the report
Scope of This Report, p. 61
GOVERNANCE
G4-34
Governance structure of the organisation
G4-58
Internal and external mechanisms for reporting
concerns about ethical and lawful behavior, and
matters related to organisational integrity, such as
escalation through line management, whistleblowing
mechanisms or hotlines
Group Structure, p. 8
Group Management, p. 16 – 20
Senior Management Engagement,
p.63
Governance, p. 66 – 67
Corporate Governance, p. 101 – 119
Governance, p. 66 – 67
Enterprise-wide Risk Management,
p. 99 – 100
Corporate Governance, p. 101 – 119
SPECIFIC STANDARD DISCLOSURES
CATEGORY: ECONOMIC
ASPECT: ECONOMIC PERFORMANCE
G4-DMA Generic Disclosures on Management Approach
G4-EC1
Direct economic value generated and distributed
Group CEO's Business Review,
p. 28 – 55
Financial Highlights, p. 9
Financial Statements, p. 128 –235
G4-EC3
Coverage of the organisation's defined benefit plan
obligations
Providing A Fair And Equal
Workplace, p. 80
91
CATEGORY: ENVIRONMENTAL
ASPECT: ENERGY
G4-DMA Generic Disclosures on Management Approach
G4-EN3
Energy consumption within the organisation
G4-EN5
Energy intensity
Employees are covered by
Singapore's, Australia’s and UK’s
mandatory social security systems
Environment, p. 67 – 76
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
G4-EN6
Reduction of energy consumption
G4-CRE1 Building energy intensity
ASPECT: WATER
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
G4-DMA Generic Disclosures on Management Approach
G4-EN8
Total water withdrawal by source
Environment, p. 67 – 76
Water savings, p. 75 – 76
Environment, p. 69
Water savings, p. 75 – 76
G4-CRE2 Building water intensity
Water savings, p. 75
ASPECT: EMISSIONS
G4-DMA Generic Disclosures on Management Approach
Environment, p. 67 – 76
G4-EN16 Energy indirect greenhouse gas (GHG) emissions
(Scope 2)
G4-EN18 Greenhouse gas (GHG) emissions intensity
G4-EN19 Reduction of greenhouse gas (GHG) emissions
G4-CRE3 Greenhouse gas (GHG) emissions intensity from
buildings
ASPECT: COMPLIANCE
G4-DMA Generic Disclosures on Management Approach
G4-EN29 Non-monetary sanctions for non-compliance with
environmental laws and regulations
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
Energy Use And Greenhouse Gas
Emissions, p. 72
Governance, p. 66 – 67
Environment, p. 67 – 68
Compliance With Rules And
Regulations, p. 76
Compliance With Rules And
Regulations, p. 76
CATEGORY: SOCIAL
SUB-CATEGORY: LABOR PRACTICES AND DECENT WORK
ASPECT: EMPLOYMENT
92
G4-DMA Generic Disclosures on Management Approach
People, p. 76 – 86
G4-LA1
Total number and rates of new employee hires and
employee turnover by age group, gender and region
G4-LA2
Benefits provided to full-time employees that are not
provided to temporary or part-time employees, by
significant locations of operation
Providing A Fair And Equal
Workplace, p. 80
Workforce Movement, p. 82
Who Are Our Employees?, p. 80
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
ASPECT: LABOR/MANAGEMENT RELATIONS
G4-DMA Generic Disclosures on Management Approach
People, p. 76 – 86
G4-LA4
Minimum notice periods regarding operational
changes, including whether these are specified in
collective agreements
Fair Employment Practices, p. 78
This is currently not covered in group-
wide collective agreements. The
notice period varies .
ASPECT: OCCUPATIONAL HEALTH AND SAFETY
G4-DMA Generic Disclosures on Management Approach
Safety Is A Key Priority, p. 76 – 77
G4-LA5 Workforce represented in formal joint management-
worker health and safety committees that help
monitor and advise on occupational health and safety
programs
G4-LA6
Type of injury and rates of injury, occupational
diseases, lost days, and absenteeism, and total number
of work-related fatalities, by region and by gender
Engaging Our Contractors, p. 64
Safety Is A Key Priority, p. 76 – 77
There is no Health and Safety
Committee at the group level.
Safety Is A Key Priority, p. 76 – 77
G4-CRE6 Percentage of the organisation operating in verified
Safety Is A Key Priority, p. 76 – 77
compliance with an internationally recognised health
and safety management system.
There is no data tracking about the
percentage of employees working
in verified compliance with an
Internationally Recognised Health &
Safety Management System.
ASPECT: TRAINING AND EDUCATION
G4-DMA Generic Disclosures on Management Approach
Developing Our Staff, Fostering Their
Loyalty, p. 77 – 78
G4-LA9
Training per year per employee by gender, and by
employee category
Developing Our Staff, Fostering Their
Loyalty, p. 77 – 78
G4-LA10
Programs for skills management and lifelong
learning that support the continued employability
of employees and assist them in managing career
endings
Developing Our Staff, Fostering Their
Loyalty, p. 77 – 78
Developing A Healthy Workforce,
p. 78 – 80
G4-LA11
Employees receiving regular performance and career
development reviews, by gender and by employee
category
Developing Our Staff, Fostering Their
Loyalty, p. 77 – 78
SUB-CATEGORY: SOCIETY
ASPECT: LOCAL COMMUNITIES
G4-DMA Generic Disclosures on Management Approach
Community, p. 86 – 88
G4-SO1
Operations with implemented local community
engagement, impact assessments, and development
programs
Community, p. 86 – 88
G4-CRE7 Persons voluntarily and involuntarily displaced and/or
resettled by development, broken down by project
FCL only builds on land tendered
or selected by the respective
governments for this purpose. We rely
on the relevant authorities to solve
any potential issues of resettlement
or displacement before we start our
construction projects.
93
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
ASPECT: ANTI-CORRUPTION
G4-DMA Generic Disclosures on Management Approach
G4-SO3 Operations assessed for risks related to corruption and
the significant risks identified
G4-SO4
Communication and training on anti-corruption
policies and procedures
Preventing Corruption
And Fraud, p. 66 – 67
Enterprise-wide Risk Management,
p. 99 – 100
Preventing Corruption
And Fraud, p. 66 – 67
Communicating To Employees, p. 67
G4-SO5
Confirmed incidents of corruption and actions taken
Preventing Corruption
And Fraud, p. 66 – 67
SUB-CATEGORY: PRODUCT RESPONSIBILITY
ASPECT: CUSTOMER HEALTH AND SAFETY
G4-DMA Generic Disclosures on Management Approach
Safety Is A Key Priority, p. 76 – 77
G4-PR2
Incidents of non-compliance with regulations and
voluntary codes concerning the health and safety
impacts of products and services during their life cycle
Compliance with Rules And
Regulations, p. 76
Safety Is A Key Priority, p. 76 – 77
ASPECT: MARKETING COMMUNICATIONS
G4-DMA Generic Disclosures on Management Approach
Ethical Marketing, p. 67
G4-PR7
Total number of incidents of non-compliance with
regulations and voluntary codes concerning marketing
communications, including advertising, promotion,
and sponsorship, by type of outcomes
Ethical Marketing, p. 67
94
SUSTAINABILITY REPORTANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
AWARDS AND ACCOL ADES
CORPORATE
South East Asia Property Awards
2014 – Best Developer (Singapore)
Frasers Centrepoint Limited
Singapore Health Award 2014 –
Gold by Health Promotion Board
Frasers Centrepoint Limited
SIAS Investors’ Choice Awards
– Most Transparent Company
Award 2015, Real Estate Category
– Runner up
Frasers Centrepoint Limited
SIAS Investors’ Choice Awards –
Internal Audit Excellence Award
2015 – Runner up
Frasers Centrepoint Limited
IR Magazine Awards – South
East Asia 2015 – Certificate for
Excellence in Investor Relations
Frasers Centrepoint Limited
CBA Business Alliance Award by
Australian Chamber of Commerce
with sponsorship from The
Commonwealth Bank
Frasers Centrepoint Limited
Human Resources Magazine –
Winner of Preferred Serviced
Apartments 2013 & 2014
Frasers Hospitality Pte Ltd
IFR Asia Awards – Equity Issue of
the Year 2014
Frasers Hospitality Pte Ltd
World Travel Award – Middle East’s
Leading Serviced Apartments
Brand 2013 – 2015
Frasers Hospitality Pte Ltd
World Travel Award – China’s
Leading Serviced Apartment Brand
2013 – 2015
Frasers Hospitality Pte Ltd
World Travel Award – World’s
Leading Serviced Apartment Brand
2014
Frasers Hospitality Pte Ltd
World Travel Award – Asia’s
Leading Serviced Apartment Brand
2014 & 2015
Frasers Hospitality Pte Ltd
World Travel Award – South
Korea’s Leading Serviced
Apartment Brand 2014
Frasers Hospitality Pte Ltd
World Travel Award – Hungary’s
Leading Serviced Apartment Brand
2014 & 2015
Frasers Hospitality Pte Ltd
World Travel Award – Europe’s
Leading Serviced Apartment Brand
2014 & 2015
Frasers Hospitality Pte Ltd
World Travel Award – England’s
Leading Serviced Apartment Brand
2014 & 2015
Frasers Hospitality Pte Ltd
World Travel Award – France’s
Leading Serviced Apartment Brand
2015
Frasers Hospitality Pte Ltd
10th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum –
Best Serviced Apartments Brand of
China 2015
Frasers Hospitality Pte Ltd
HRM Asia Readers Choice Awards
- Best Serviced Apartment Group
2015
Frasers Hospitality Pte Ltd
RESIDENTIAL
South East Asia Property Awards
2014 – Best Condo Development
(Singapore) – Highly Commended
Flamingo Valley
FIABCI Singapore Property Awards
2014
• Waterfront Waves
• Waterfront Key
Asia Pacific Property Award 2015
– Highly Commended Award in
the Category of Condominium in
Singapore
Flamingo Valley
UD Mark GoldPLUS (Design) Award,
by BCA Awards 2015
Watertown
Singapore Landscape Architecture
Awards 2015 – Silver Award
Boathouse Residences
COMMERCIAL
bizSAFE Enterprise Level Star Award
by Workplace Safety and Health
Council
• Alexandra Point
• China Square Central
• 55 Market Street
• 51 Cuppage Road
• Alexandra Technopark
• Valley Point
• Robertson Walk
Happy Toilets Certification by
Singapore Restroom Association
• Valley Point
• Robertson Walk
Eco-Office Certification by
Singapore Environment Council
• Valley Point
• 51 Cuppage Road
• China Square Central
• Robertson Walk
• Alexandra Point
• Alexandra Technopark
OHSAS CERTIFICATION SS 506
PART 1: 2009 AND BS OHSAS
18001:2007
• 55 Market Street (2014 to 2017)
• China Square Central (2014 to
2017)
• 51 Cuppage Road (2014 to 2017)
• Valley Point (2014 to 2017)
• Robertson Walk (2014 to 2017)
• Alexandra Technopark (2014 to
2017)
• Alexandra Point (2014 to 2017)
95
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
AWARDS AND ACCOL AD ES
COMMERCIAL (Cont’d)
Corporate Bronze Award by
Community Chest for Family
Monopoly Challenge
Frasers Centrepoint Mall
Merit Award for “Best Dressed
Building Contest 2014” & Award
for “The Most MasterCard Friendly
Mall” by Orchard Road Business
Association
The Centrepoint
Friend of Patron of Heritage Awards
2014
Changi City Point
Green Mark Gold by Building
Control Authority
• Valley Point (2012 to 2015)
• 55 Market Street (2012 to 2015)
• China Square Central (2013 to
2016)
• 51 Cuppage Road (2015 to 2018)
• Bedok Point (2014 to 2017)
Green Mark GoldPLUS 2015 by
Building Control Authority
Waterway Point
Universal Design Mark GoldPLUS
(Design) Award 2015, by Building
Control Authority
Waterway Point
Universal Design Mark GoldPLUS
2015 by Building & Construction
Authority
Causeway Point
Green Mark Platinum by Building
Control Authority
Alexandra Point (2014 to 2017)
Causeway Point (2011 to 2015)
Safety & Security Watch Group
Merit Award 2015 by Singapore
Police Force
Causeway Point
Best Retail Event of the Year 2015
“Have the Monopoly on Fun” by
Singapore Retailers Association
Frasers Centrepoint Mall
SIAS Investors’ Choice Awards –
Singapore Corporate Governance
Award 2015, REITs & Business
Trusts category – Runner-up
Frasers Commercial Trust
Service Excellence Awards 2015 –
Silver Award by Singapore Retailers
Association
• Causeway Point
• China Square Central
• Northpoint
• Valley Point
• YewTee Point
• 51 Cuppage Road
Service Excellence Awards 2015 –
Gold Award by Singapore Retailers
Association
• Causeway Point
• YewTee Point
• 51 Cuppage Road
Service Excellence Awards 2015 –
Star Award by Singapore Retailers
Association
YewTee Point
HOSPITALITY
Silver Award 2012 & 2014 by Green
Tourism Business Scheme
Fraser Suites Edinburgh
World Travel Award – South
Korea’s Leading Serviced
Apartments 2014
Fraser Place Namdaemun, Seoul
World Travel Award – Australasia’s
Leading Serviced Apartments 2014
& 2015
Fraser Suites Sydney
World Travel Award – Asia’s
Leading Serviced Apartments 2014
Fraser Suites Singapore
World Travel Award – Bahrain’s
Leading Serviced Apartments 2013
- 2015
Fraser Suites Bahrain
World Travel Award – Qatar’s
Leading Serviced Apartments 2013
- 2015
Fraser Suites Doha
World Travel Award – Dubai’s
Leading Serviced Apartments 2013
- 2015
Fraser Suites Dubai
World Travel Award – Europe’s
Leading Serviced Apartments 2014
& 2015
Fraser Suites Le Claridge Champs-
Élysées, Paris
Best Serviced Residence 2013 &
2014 by Expatriate Lifestyle
Fraser Place Kuala Lumpur
World Travel Award – England’s
Leading Serviced Apartments 2015
Fraser Suites Queensgate, London
Expatriate Lifestyle - Best Serviced
Residence 2013 - 2015
Fraser Place Kuala Lumpur
World Travel Award – Asia’s
Leading Hotel Residences 2013 &
2014
Capri by Fraser, Changi City /
Singapore
World Travel Award – Hungary’s
Leading Serviced Apartments 2014
& 2015
Fraser Residence Budapest
World Travel Award – Scotland’s
Leading Serviced Apartments 2014
& 2015
Fraser Suites Edinburgh
World Travel Award – China’s
Leading Serviced Apartments 2013
– 2015
Fraser Suites Chengdu
World Travel Award – Turkey’s
Leading Serviced Apartments 2014
& 2015
Fraser Place Anthill Istanbul
World Travel Award – India’s
Leading Serviced Apartments 2014
& 2015
Fraser Suites New Delhi
World Luxury Hotel Awards –
Luxury Serviced Apartments 2014
(Turkey)
Fraser Place Anthill Istanbul
96
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
HOSPITALITY (Cont’d)
World Luxury Hotel Awards –
Luxury Serviced Apartments 2014
(Australia)
Fraser Suites Perth
World Luxury Hotel Awards –
Luxury Serviced Apartments 2014
(Qatar)
Fraser Suites Doha
Industry Eminence Awards – Best
Serviced Apartments and Hotel
Residences Award 2014
Fraser Suites New Delhi
Best Serviced Apartments 2014 by
Travel & Leisure Magazine
Fraser Suites Chengdu
Award of Excellence 2014 by
Booking.com
• Fraser Suites Insadong Seoul
• Fraser Suites Chengdu
• Fraser Residence Nankai Osaka
Indonesia’s Leading Serviced
Apartment and Suite by Indonesia
Travel Tourism Industry 2014 &
2015
Fraser Residence Menteng, Jakarta
Expatriate Lifestyle - Best Serviced
Residence 2015 Excellence Award
Capri by Fraser, Kuala Lumpur,
Malaysia
Queensland Hotels Association
Awards for Excellence 2015 - Best
Superior Accommodation
Capri by Fraser, Brisbane, Australia
Australian Hotels Association 2015
National Awards for Excellence -
Best Apartment / Suite Hotel
Fraser Suites Sydney
HM Awards for Hotel &
Accommodation Excellence,
HM Magazine - Best Serviced
Apartments 2015
Fraser Suites Sydney
HRM Asia Readers Choice Awards -
Best Business Hotel 2015
Capri by Fraser, Changi City,
Singapore
Luxury Travel Guide Awards 2015 -
Luxury Apartments of the year
Fraser Residence Nankai, Osaka
Golden Horse Awards – Best
Serviced Apartment in China 2015
Fraser Suites Top Glory Shanghai
10th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum –
Best Serviced Apartment of China
2015
Fraser Residence Shanghai
10th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum –
Most Preferred Serviced Apartments
for Business Travelers of China 2015
Fraser Suites Suzhou
10th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum –
Best High-end Serviced Apartment
in China 2015
Fraser Suites Top Glory Shanghai
10th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum
- Best Newly Open Serviced
Apartments of China 2015
Modena by Fraser Zhuankou Wuhan
Travellers’ Choice 2015 by Trip
Advisor
• Fraser Suites Hanoi
• Fraser Suites Chengdu
• Fraser Residence Budapest
Certificate of Excellence 2015 by
Trip Advisor
• Fraser Suites CBD Beijing
• Fraser Suites Chengdu
• Fraser Suites Doha
• Fraser Suites Dubai
• Fraser Suites Glasgow
• Fraser Suites Guangzhou
• Fraser Suites Harmonie Paris La
Defense
• Fraser Suites Insadong
• Fraser Suites Le Claridge Champs-
Elysees
• Fraser Suites Perth
• Fraser Suites Queens Gate
• Fraser Suites Seef, Bahrain
• Fraser Suites Singapore
• Fraser Suites Sukhumvit
• Fraser Suites Sydney
• Fraser Suites Top Glory, Shanghai
• Fraser Place Anthill, Istanbul
• Fraser Place Canary Wharf
• Fraser Place Central, Seoul
• Fraser Place Kuala Lumpur
• Fraser Place Namdaemun, Seoul
• Fraser Place Robertson Walk,
Singapore
• Fraser Place Shekou, Shenzhen
Fraser Residence Budapest
• Fraser Residence Nankai, Osaka
• Fraser Residence Shanghai
• Fraser Residence Sudirman, Jakarta
Capri by Fraser, Changi City,
Singapore
• Capri by Fraser, Kuala Lumpur,
Malaysia
Hall of Fame 2015 by Trip Advisor
• Fraser Suites Sydney
• Fraser Place Canary Wharf
• Fraser Place Central Seoul
• Fraser Place Kuala Lumpur
• Fraser Residence Shanghai
• Fraser Suites Glasgow
• Fraser Suites Harmonie Paris La
Defense
• Fraser Suites Insadong
• Fraser Suites Le Claridge Champs-
Elysees
• Fraser Suites Sukhumvit
• Fraser Suites Sydney
AUSTRALIA
Council on Tall Buildings and Urban
Habitat (CTBUH) 2014 – Best Tall
Building Worldwide
One Central Park, Sydney
LEAF Awards 2014 – Overall Winner
One Central Park, Sydney
97
LEAF Awards 2014 – Sustainability
Award
One Central Park, Sydney
2014 UDIA QLD Awards
for Excellence – Winner,
Environmentally Sustainable
Development
Hamilton Reach, Brisbane
Energy Efficiency Council Awards
2014 – Best Cogeneration or
District Energy Project
Central Thermal Plant, Central Park,
Sydney
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
AWARDS AND ACCOL AD ES
AUSTRALIA (Cont’d)
MBA NSW Excellence Awards in
Housing Awards – Winner of ‘Home
Units up to $300,000’, awarded to
Taylor Construction Group
Figtree, Putney Hill, Sydney
HIA Awards – Best Townhouse/
Villa over 10 dwellings, awarded to
Strongbuild
Squire Terraces, Putney Hill, Sydney
HIA Awards – Best Townhouse/Villa
for 76 Lardelli Drive, awarded to
Strongbuild
CL02 Row house, Putney Hill, Sydney
HIA Awards – Best Townhouse/Villa
Development Builder, awarded to
Strongbuild
Putney Hill, Sydney
Master Builders NSW Excellence
in Construction Awards 2015 –
Winner, Residential & Mixed-Use
Development, awarded to Richard
Crookes Constructions
The Steps, Central Park, Sydney
MIPIM Awards – Winner, Best
Innovative Green Building
One Central Park, Sydney
MIPIM Awards – Best Residential
Development - Finalist
One Central Park, Sydney
6 Star Green Star rating by the
Green Building Council of Australia
The Ponds Shopping Centre, Sydney
2015 Property Council of Australia/
Rider Levett Bucknall Innovation
and Excellence Awards – Best
Residential Development and
Innovation awards - Shortlisted
One Central Park, Sydney
2015 Australian Construction
Achievement Award by Watpac
Construction – Shortlisted
One Central Park, Sydney
2015 UDIA NSW Meriton Awards
for Excellence – Winner,
Masterplanned Development
Discovery Point, Sydney
2015 UDIA NSW Meriton Awards for
Excellence – Winner, Sustainable
Development
Discovery Point, Sydney
2015 UDIA NSW Meriton Awards
for Excellence – Commendation,
Masterplanned Development
Putney Hill, Sydney
2015 UDIA NSW Meriton Awards for
Excellence – Design & Innovation -
Shortlisted
Park Land and The Mark, Sydney
2015 UDIA NSW Meriton Awards
for Excellence – Medium Density
Development - Shortlisted
Figtree, Putney Hill, Sydney
2015 UDIA NSW Meriton Awards for
Excellence – Winner, High Density
Development
The Mark and Park Lane at Central
Park, Sydney
2015 UDIA National Awards –
Winner, High Density Development
One Central Park, Sydney
2015 Urban Taskforce Awards –
Highly Commended
The Mark and Park Lane at Central
Park, Sydney
2015 Urban Taskforce Awards –
Highly Commended
Figtree, Putney Hill, Sydney
ASOFIA 2014/15 Interior Fitout
Awards – Winner, Best Retail
Interior Fitout Award
Central (retail), Sydney
ASOFIA Best Interior Food/
Restaurant Retail above $2.5m -
Winner
Central Park The Living Mall, Sydney
Master Builders Association
Excellence in Construction
Award – Winner, Innovation-
New Product, won by Total
Constructions
Central Thermal Plant, Central Park,
Sydney
Built Environment Awards 2015 –
Landscape Design Award, City of
Whitehorse
Prospect Park, Burwood
International Council of Shopping
Centers (ICSC) Sustainable Design
Award – Winner
The Ponds Shopping Centre, Sydney
2015 Good Design Award
(Australia) – Product Design
Industrial and Commercial,
awarded to Kennovations
One Central Park, Sydney
Australian Institute of Architects
Awards NSW 2015 - Commercial
Architecture Award - Shortlisted
Brewery Yard, Central Park, Sydney
Australian Institute of Architects
Awards NSW 2015 – Residential
Architecture Award - Shortlisted
Park Lane, Central Park, Sydney
London Design Museum - 2015
Designs of the Year Award –
Shortlisted
One Central Park, Sydney
CHINA
Chengdu Outstanding Project
Quality Award (Hibiscus Cup) by
Chengdu City Construction Quality
Association
A-Space (Phase 2), Plot 4B,
Chengdu Logistics Hub
Master Builders Association
Excellence Awards NSW 2014 –
Innovation-New Product
Central Thermal Plant, Central Park,
Sydney
Outstanding Structure Quality
Recognition by Chengdu City
Construction Quality Association
A-Space World (Phase 4), Plot 3,
Chengdu Logistics Hub
Outstanding Structure Quality
Award by Chengdu City Urban &
Rural Construction Committee
A-Space World (Phase 4), Plot 3,
Chengdu Logistics Hub
98
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES E NTERPRISE-WIDE RISK MAN AG EM EN T (ER M )
An annual ERM validation is held at the Management
level. The heads of business units provide assurance to
the Group Chief Executive Officer and Chief Financial
Officer that key risks at the business unit level have been
identified and the associated mitigating measures are
effective and adequate. The result of the ERM validation
for the financial year ended 30 September 2015 was
reported and presented to the RMC. At this annual ERM
validation, Management provided assurance that the
risk management system implemented in the Group
is adequate and effective to address risks that are
considered relevant and material to FCL’s operations.
The risk management culture in FCL is enhanced
through various risk management activities implemented
within the Group. Risk awareness briefings are
conducted during staff orientation. During the financial
year, 21 risk awareness sessions were held. Refresher
sessions are also organised for existing staff when
required. Periodic discussions of risk and risk issues are
held at the business unit level where emerging risks are
identified and managed.
FCL’s enterprise-wide risk management system is
benchmarked against market practice. Control
self-assessment, which promotes accountability and
risk ownership, is implemented for several key business
processes. The Group also seeks to improve its risk
management processes on an ongoing basis. During the
financial year, the Group enhanced its risk management
communication by establishing a risk management
website that houses FCL’s risk policies and guidelines,
risk matrix and reporting templates. The Group also has
in place a Comfort Matrix framework, which provides
an overview of the mitigating measures, and assurance
processes of key financial, compliance, operational
(including information technology) risks.
99
Enterprise-wide Risk Management (ERM) is an integral
part of the business activities of FCL and its subsidiaries
(collectively, the Group). The Group maintains a risk
management system to proactively manage risks to
support the achievement of its business objectives.
Through active risk management, Management creates
and preserves value for the Group.
RISK MANAGEMENT PROCESS
The Risk Management Committee (RMC), comprising
certain members of the Board, oversees the risk
management framework and policies of the Group.
The risk management process is implemented by
Management for the identification and management of
risks of the Group. All material risks and risk issues are
reported to the RMC for review. An ERM policy, which
sets out the methodology and guidelines for managing
risk, has been developed as part of ERM implementation
at FCL.
FCL adopts a robust risk management framework
to maintain a high level of corporate discipline and
governance. The framework links our risk management
process with the Group’s strategic objectives. Risks
are identified and assessed, and mitigating measures
developed to address and manage those risks.
The risk management process is integrated and
coordinated across the businesses of the Group. The
risk management framework and processes apply to
all business units in the Group. The ownership of risks
lies with the heads of the respective business units who
review risks and mitigating measures every quarter.
Risks that have a material impact on the business units
are identified and assessed. The risk exposures and
potential mitigating measures are tracked in a risk
register maintained in a web-based Corporate Risk
Scorecard system. Where applicable, Key Risk Indicators
are established to monitor risks. Key material risks and
their associated mitigating measures are consolidated
at the Group level and reported to the RMC. The Group
has also established its risk tolerance thresholds in
various strategic and operational areas. Risk tolerance
statements, which set out the nature and extent of
the significant risks that the Group is willing to take
in achieving its strategic objectives, are reviewed and
monitored at the Management level and reported to
the RMC.
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES ENTERPRISE-WID E R ISK MANAGEMENT (E R M)
KEY RISKS
Management has been actively monitoring the key
material risks that affect the Group. The following are
some of the key risks that FCL is exposed to:
Country Risks (Economic, Political and Regulatory
Risks)
FCL is exposed to various conditions affecting major
economies and key financial and property markets.
The risk of adverse changes in the global economy can
reduce profits, result in revaluation losses and affect the
Group’s ability to sell its residential development stock.
Inconsistent and frequent changes in regulatory policies
may also result in higher operating and investment
costs, loss in productivity and disruptions to business
operations.
FCL adopts a prudent approach in selecting locations
for its investment to mitigate these risks. Measures are
in place to monitor the markets closely, such as through
maintaining good working relationships with local
authorities, business associations and local contacts, and
reviewing expert opinions and market indicators, to keep
abreast of economic, political and regulatory changes.
Where the need arises, FCL will reassess its business
strategy and marketing plans accordingly.
Financial Risk
With worldwide operations, FCL is exposed to financial
risk including foreign exchange risk, interest rate risk
and liquidity risk. The Group uses derivatives, a mix of
fixed and floating rate debt with varying tenors as well
as other financial instruments to hedge against foreign
exchange and interest rate exposure. Policies and
processes are in place to facilitate the monitoring and
management of these risks in a timely manner.
important to the Group. To address human capital
risks, the Human Resources team has developed and
implemented effective reward schemes, succession
planning, corporate wellness programmes and
staff development initiatives. Details on the various
programmes and initiatives can be found in the
Sustainability Report section of the Annual Report on
pages 76 to 86.
Fraud Risk
FCL has put in place various policies and guidelines,
including a Code of Business Conduct which sets out
the business practices, standards and conduct expected
of employees in the course of their employment with
the Group. A Whistle-Blowing Policy is also in place
to provide a clearly defined process and independent
feedback channel for employees to report any
suspected improprieties in confidence and in good faith,
without fear of reprisal. The Audit Committee ensures
that independent investigations and appropriate
follow-up actions are carried out. More details can be
found in the Corporate Governance Section on
pages 112 to 113.
Information Technology (IT) Risk
FCL places a high priority on information availability,
IT governance and IT security. It has put in place
group-wide IT policies and procedures to manage
these risks. Periodic training is also conducted for new
and existing employees to raise IT security awareness.
Implementation of data-loss prevention solutions and
vulnerability penetration tests are in the pipeline to
further strengthen the IT systems.
100
To manage liquidity risk, FCL maintains sufficient cash
and secured funding through multiple sources to ensure
that refinancing, repayment and funding needs are
fulfilled.
Human Capital Risk
The Group views its human capital as a key factor for
driving growth. As such, managing talent recruitment,
staff turnover and retention of key personnel are
ANNUAL REPORT 2015FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVER NANCE
Good corporate governance is essential to the success of Frasers Centrepoint Limited (“FCL” or the “Company”). FCL
is firmly committed to setting and maintaining high standards of corporate governance and corporate transparency,
and adheres to sound corporate policies, business practices and a system of internal controls. Operating within such a
framework allows FCL to safeguard the assets of FCL and its subsidiaries (the “Group”) and shareholders’ interests whilst
pursuing sustainable growth and enhancement of value for shareholders.
Listed on 9 January 2014 on Singapore Securities Trading Limited (“SGX-ST”), the Company adheres closely to the
principles and guidelines of the Code of Corporate Governance 2012 (the “Code 2012”).
A. BOARD MATTERS
Principle 1: The Board’s Conduct of Affairs
The Board is entrusted with oversight of the business performance and affairs of FCL, and is responsible for the Group’s
overall entrepreneurial leadership, strategic direction, performance objectives and long-term success.
Our Board of Directors comprise 10 non-executive Directors. The current composition of the Board of Directors provide
an appropriate balance and mix of skills, experience and knowledge relevant to the Group, and is well-diversified in
terms of age group, gender and nationality. They are:
Mr Charoen Sirivadhanabhakdi (Chairman)(1)
Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)(1)
Mr Charles Mak Ming Ying(1)(3)
Mr Chan Heng Wing (2)
Mr Philip Eng Heng Nee(1)
Mr Wee Joo Yeow (1)
Mr Weerawong Chittmittrapap(1)
Mr Chotiphat Bijananda(2)
Mr Panote Sirivadhanabhakdi(2)
Mr Sithichai Chaikriangkrai(2)
Notes:
(1) Mr Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr Charles Mak Ming Ying, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and Mr
Weerawong Chittmittrapap were re-appointed to the Board of FCL at the Annual General Meeting held on 30 January 2015.
(2) Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi and Mr Sithichai Chaikriangkrai were re-appointed to the Board of FCL
at the Annual General Meeting held on 7 January 2014.
(3) Mr Charles Mak Ming Ying was appointed as the Lead Independent Director to the Board of FCL on 8 May 2015.
The Board also reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment
proposals, monitors the financial performance of the Group and Management’s performance, and ensures compliance
by the Group with relevant laws and regulations. The Board meets regularly, and during Board meetings, our Directors
actively participate, discuss, deliberate and appraise matters requiring its attention and decision. Time is set aside,
where appropriate, after scheduled Board meetings for discussions amongst our Directors without the presence of
Management, so as to facilitate a more effective check on Management.
101
Delegation of Authority on certain Board Matters
In order for the Board to efficiently provide strategic oversight of FCL, it delegates specific areas of responsibilities to five
Board Committees namely, the Board Executive Committee (“EXCO”)(1), the Audit Committee (“AC”), the Nominating
Committee (“NC”), the Remuneration Committee (“RC”) and the Risk Management Committee (“RMC”). Each Board
Committee is governed by clear Terms of Reference which have been approved by the Board(2). Minutes of all Board
Committee meetings are circulated to the Board so that Directors are aware of and kept updated as to the proceedings
and matters discussed during such meetings.
Notes:
(1) The Terms of Reference of the EXCO were updated and approved by the Board and adopted on 25 October 2013.
(2) The AC, NC, RC and RMC were constituted, and Terms of Reference for each of these Committees were approved by the Board and adopted, on 25
October 2013.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The Company adopts a framework of delegated authorisations in its Manual of Authority (“MOA”). The MOA defines the
procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating
and capital expenditure as well as acquisitions and disposals of assets and investments. The MOA also contains a
schedule of matters specifically reserved to the Board for approval. These include approval of annual budgets, business
strategies and material transactions, such as major acquisitions, divestments, funding and investment proposals. The
MOA authorises the EXCO to approve certain transactions up to specified limits, beyond which the approval of the
Board needs to be obtained. Below the Board and EXCO levels, there are appropriate delegation of authority and
approval sub-limits at Management level, to facilitate operational efficiency.
Under the MOA, the following matters are specifically reserved for the approval of the Board: (1) acquisition of land
and properties, redevelopment of existing assets, refurbishment of existing assets, disposal of land and properties and
the incurring of unbudgeted capital and development expenditure, where these exceed a value of $1 billion; (2) new
equity investments, increase in equity participation, and disposal or reduction of equity participation, where these
exceed a value of $600 million; and (3) approval of the annual capital budget, annual operating budget and staff costs
budget. Other matters which also require Board approval include the sales or disposal of the whole or substantially
the whole of the undertaking or assets of the Company, any transaction for the acquisition or disposal of assets of the
Company that is material and the Company, and the appointment of Board Committees or Board sub-committees
or the determination, amendment or alteration of the terms of reference of any Board Committees or Board sub-
committees.
To address and manage possible conflicts of interest that may arise between Directors’ interests and those of the Group,
the Company has put in place appropriate procedures including requiring such Directors to refrain from participating
in meetings or discussions (or relevant segments thereof), in addition to abstaining from voting, on any matter in
which they are so interested or conflicted. For purchases of property in FCL property projects, there is also a policy
which sets out the process and procedure for disclosing, reporting and obtaining of relevant approvals for property
purchases made by any Director, the CEO or any other interested persons (as defined in the SGX-ST Listing Manual)
and employees of the Group.
Board Executive Committee (or EXCO)
The current EXCO is made up of the following members:
Mr Charoen Sirivadhanabhakdi(1)
Mr Charles Mak Ming Ying(1)
Mr Chotiphat Bijananda(1)
Mr Wee Joo Yeow(2)
Mr Panote Sirivadhanabhakdi(1)
Mr Sithichai Chaikriangkrai(1)
Chairman
Vice-Chairman
Vice-Chairman
Member
Member
Member
Notes:
(1) Mr Charoen Sirivadhanabhakdi, Mr Charles Mak Ming Ying, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi and Mr Sithichai Chaikriangkrai
were appointed to the EXCO on 25 October 2013.
(2) Mr Wee Joo Yeow was appointed to the EXCO on 10 March 2014.
102
The EXCO assumes oversight of the business affairs of FCL and is empowered to exercise the full powers and authority
of the Board when the Board does not meet except in respect of matters that specifically require the decision of the
Board or any Board Committee. The EXCO formulates the FCL Group’s strategic development initiatives, provides
direction for new investments and material financial and non-financial matters to ensure that the Group achieves
its desired performance objectives and enhances long-term shareholder value, and oversees the Company’s and
the Group’s conduct of business and corporate governance structure. It assists the Board in enhancing its business
strategies and contributes towards the strengthening of core competencies of the Group.
The EXCO is also empowered to take all possible measures to protect the interests of the FCL Group, review and
approve major transactions subject to any specified limits, review and approve corporate values, corporate strategy
and corporate objectives, review and approve policies for financial and human resource management, and review
both the financial and non-financial performance of the Company and the Group. The EXCO reviews and provides
recommendations on matters requiring Board approval, such as country or business strategic matters, business plans,
the annual budget, capital structure, dividend policy, investments and divestments. The powers delegated to the EXCO
facilitate the decision-making process and allow for quicker response time.
The activities and responsibilities of other Board Committees are described in the following sections of this report.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Meetings of the Board and Board Committees
The Board and its various Board Committees meet regularly, and also as required by business needs or if their members
deem it necessary or appropriate to do so. For the financial year ended 30 September 2015, the Board met 6 times.
The Directors are also given direct access to the Management team of the Group’s business divisions through
presentations at Board and Board Committee meetings. Where required or requested by Board members, site visits
and meetings with personnel from the Group’s business divisions are also arranged in order for Directors to have an
intimate understanding of the key business operations of each division. The Company’s Articles of Association provide
for Board members who are unable to attend physical meetings to participate through telephone conference, video
conference or any other forms of electronic or instantaneous communication facilities.
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2015
and the attendance of Directors at these meetings are as follows:
Board
Board
EXCO
Audit
Committee
Risk
Management
Committee
Remuneration
Committee
Nominating
Committee
Meetings held for the financial year
ended 30 September 2015
Mr Charoen Sirivadhanabhakdi(1)
Khunying Wanna Sirivadhanabhakdi(1)
Mr Charles Mak Ming Ying(1)
Mr Chan Heng Wing(2)
Mr Philip Eng Heng Nee(1)
Mr Wee Joo Yeow(1)
Mr Weerawong Chittmittrapap(1)
Mr Chotiphat Bijananda(2)
Mr Panote Sirivadhanabhakdi(2)
Mr Sithichai Chaikriangkrai(2)
6
6
6
6
5
6
5
5
4
6
6
5
5
-
5
-
-
5
-
5
5
5
4
-
-
4
-
4
4
-
-
-
4
3
-
-
3
3
-
-
3
3
2
3
3
-
-
3
-
3
-
-
-
3
-
1
-
-
-
1
-
-
1
1
-
-
Notes:
(1) Mr Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr Charles Mak Ming Ying, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and Mr
Weerawong Chittmittrapap were re-appointed to the Board of FCL on 30 January 2015.
(2) Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, and Mr Sithichai Chaikriangkrai were re-appointed to the Board of FCL
on 7 January 2014.
Upon appointment, each new Director is issued a formal letter of appointment setting out his or her duties and
obligations, and where appropriate, incorporating processes to deal with possible conflicts of interest that may arise.
A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities,
strategic directions, policies and corporate governance practices of the FCL Group. This programme allows new
Directors to get acquainted with senior Management, and also fosters better rapport and facilitate communications
with Management.
103
Our Directors are kept continually and regularly updated on the Group’s businesses and the regulatory and industry-
specific environments in which the entities of the Group operate. Updates on relevant legal, regulatory and technical
developments may be in writing or disseminated by way of briefings, presentations and/or handouts. The Board has
been updated on the latest key changes to the Companies Act and changes to the Listing Rules as well as developments
in accounting principles, by way of seminars held by the Company’s lawyers and auditors. Our Directors are also
encouraged to be members of the Singapore Institute of Directors (“SID”) and for them to receive journal updates
and training from SID to stay abreast of relevant developments in financial, legal and regulatory requirements, and the
business environment and outlook.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Principle 2: Board Composition and Guidance
Our current Board comprises 10 non-executive Directors, of whom five are independent, namely, Mr Charles Mak Ming
Ying, Mr Chan Heng Wing, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and Mr Weerawong Chittmittrapap. Based on
declarations of independence made by each of these independent Directors, none of them has any relationship with
the Company, its related corporations(1), its 10% shareholders(2) or its officers that could interfere, or be reasonably
be perceived to interfere, with the exercise of each of their independent business judgment with a view to the best
interests of the Company. These five independent Directors will help to uphold good corporate governance at the Board
level and their presence will facilitate the exercise of independent and objective judgment on corporate affairs. Their
participation and input will also ensure that key issues and strategies are critically reviewed, constructively challenged,
fully discussed and thoroughly examined, and takes into account the long-term interests of FCL and its shareholders.
Notes:
(1) Code 2012 defines “related corporations” as having the same meaning under the Companies Act, Chapter 50 i.e. a corporation that is the company’s
holding company, subsidiary or fellow subsidiary.
(2) Code 2012 defines a ten percent (10%) shareholder as a person who has an interest or interests in one or more voting shares in the company and
the total votes attached to that share, or those shares, is not less than ten percent (10%) of the total votes attached to all the voting shares in the
company.
The NC is of the view that the current size and composition of the Board is appropriate for the scope and nature of
the Group’s operations, and facilitates effective decision-making. In line with Code 2012, taking into account the
requirements of the Group’s businesses and the need to avoid undue disruptions from changes to the composition
of the Board and Board Committees, the NC is of the view that the current size of the Board is not so large as to be
unwieldy, or as would interfere with efficient decision-making. No individual or group dominates the Board’s decision-
making process.
The Board proactively seeks to maintain an appropriate balance of expertise, skills and attributes among the Directors.
This is also reflected in the diversity of backgrounds and competencies of our Directors, whose competencies range
from banking, finance, accounting and legal to relevant industry knowledge, entrepreneurial and management
experience, and familiarity with regulatory requirements and risk management. This is beneficial to the Company and
its Management as decisions by, and discussions with, the Board would be enriched by the broad range of views and
perspectives and the breadth of experience of our Directors.
The Directors are provided with accurate, complete and timely information and have direct and unrestricted access
to Management. This gives the Board and Board Committees sufficient time to critically evaluate and consider issues
relevant to the Company and its businesses and operations, and also allows our Directors to effectively carry out their
duties and discharge their oversight function.
Principle 3: Chairman and Chief Executive Officer
The Chairman and the Group Chief Executive Officer (“Group CEO”) of the Company, Mr Lim Ee Seng, are separate
persons to ensure an appropriate balance and separation of power and authority, and clear division of responsibilities
and accountability. The Chairman, who is non-executive, is not related to the Group CEO and neither is there any
business relationship between them. Likewise, none of the chief executive officers (“CEO”) of the Group’s business
divisions and the Group CEO are related to each other, and neither is there any other business relationship between or
among them.
104
The Chairman leads the Board and ensures its effectiveness by, among other things, steering effective, productive and
comprehensive discussions amongst Board members and the Management team on strategic, business and other key
issues pertinent to the business and operations of the Group. In addition, the Chairman promotes a culture of openness
and debate at the Board and also makes sure, with the support of the Company Secretary, that Directors are provided
with clear, complete and timely information in order to make sound, informed decisions.
The Chairman encourages active and effective engagement, participation by and contribution from all Directors,
and facilitates constructive relations among and between them and Management. With the full support of the Board,
Company Secretary and Management, the Chairman will spur the Company to promote, attain and maintain highest
standards of corporate governance and transparency. With the help of FCL’s corporate services, he also sees to it that
there is overall effective communications to and with shareholders on the performance of the Group. In turn, the CEOs
of the Group’s business divisions are responsible for executing the Group’s strategies and policies, and are accountable
to the Board for the conduct and performance of the respective business operations under their charge.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Lead Independent Director
Mr Charles Mak Ming Ying, who has been an independent Director of the Company since 25 October 2013, was
appointed as Lead Independent Director on 8 May 2015. The Lead Independent Director is available to shareholders
where they have concerns for which contact through the normal channels of the Chairman, Group CEO and Chief
Financial Officer is inappropriate. The Lead Independent Director represents the independent Directors in responding
to shareholders’ questions that are directed to the independent Directors as a group, and has the authority to call for
meetings of the independent Directors, where necessary and appropriate, and to provide feedback to the Chairman
after such meetings. A meeting of the independent Directors was held in June 2015.
Principle 4: Board Membership
The Nominating Committee (or NC)(1) is made up of the following Directors:
Mr Weerawong Chittmittrapap
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Chotiphat Bijananda
Chairman
Member
Member
Member
A majority of the members of this Committee, including the Chairman, are independent non-executive Directors. The
Lead Independent Director, Mr Charles Mak Ming Ying, is a member of the NC.
Note:
(1) The NC was constituted on 25 October 2013.
The NC is guided by written Terms of Reference approved by the Board and which set out the duties and responsibilities
of this Committee. It is responsible for reviewing the structure, size and composition of the Board, identifying the
balance of skills, knowledge and experience required for the Board to discharge its responsibilities effectively, and for
nominated candidates to meet the needs and requirements of the Group.
The NC assesses from time to time the independence of each Director, the performance of the Board as a whole,
and the contribution of each Director to the effectiveness of the Board. The NC is also required to determine whether
Directors who hold multiple board representations are able to and have been devoting sufficient time to discharge their
responsibilities adequately. Code 2012 requires listed companies to fix the maximum number of board representations
on other listed companies that their Directors may hold and to disclose this in their annual report. Details of such
directorships and other principal commitments of our Directors may be found on pages 10 to 14. In determining
whether each Director is able to devote sufficient time to discharge his or her duties, the NC has taken cognizance
of the Code 2012 requirement, but is of the view that its assessment should not be restricted to the number of board
representations of each Director – and their respective principal commitments – per se. Holistically, the contributions
by the Directors to and during meetings of the Board and relevant Board Committees as well as their attendance at
such meetings are also taken into account.
The NC also reviews all nominations for appointments and re-appointments to the Board and to Board Committees, and
submits its recommendations for approval by the Board taking into account an appropriate mix of core competencies
for the Board to fulfill its roles and responsibilities.
105
The NC takes the lead in identifying, evaluating and selecting suitable candidates for new directorships. In its search
and selection process, the NC considers factors such as the ability of the prospective candidate to contribute to
discussions, deliberations and activities of the Board and Board Committees. It also reviews the composition of the
Board – including the mix of expertise, skills and attributes of Directors – so as to identify needed and/or desired
competencies to supplement the Board’s existing attributes. Where it deems necessary or appropriate, the Committee
may tap on its networking contacts and/or engage external professional headhunters to assist with identifying and
shortlisting candidates.
The Company’s Articles of Association provides that at least one-third of its Directors shall retire from office and are
subject to re-election at every Annual General Meeting (“AGM”) of the Company. All Directors are required to retire
from office at least once every three years. The NC will assess and evaluate whether Directors retiring at each AGM are
properly qualified for reappointment by virtue of their skills, experience and contributions. Newly-appointed Directors
during the year must also submit themselves for retirement and re-election at the next AGM immediately following
their appointment. The shareholders approve the appointment or re-appointment of Board members at the AGM.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The NC determines the independence of each Director annually based on the definitions and guidelines of independence
set out in Code 2012.
For the financial year ended 30 September 2015, the Nominating Committee has performed a review of the
independence of the Directors as at 30 September 2015 and following its assessment, has determined the status of
each Director as follows:
Mr Charoen Sirivadhanabhakdi(1)
Khunying Wanna Sirivadhanabhakdi(1)
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda(2)
Mr Panote Sirivadhanabhakdi(3)
Mr Sithichai Chaikriangkrai(4)
Non-Independent
Non-Independent
Independent
Independent
Independent
Independent
Independent
Non-Independent
Non-Independent
Non-Independent
Notes:
(1) Each of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are directly or indirectly interested in not less than ten percent
(10%) of the total voting shares in the Company through their interests in TCC Assets Limited (“TCCA”) and Thai Beverage Public Company Limited
(“ThaiBev”). TCCA has a direct interest of 59.28% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment
Limited, holds 28.49% interest in the Company. Mr Charoen Sirivadhanabhakdi is married to Khunying Wanna Sirivadhanabhakdi.
(2) Mr Chotiphat Bijananda is the son-in-law of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi. He is a Director of TCCA.
(3) Mr Panote Sirivadhanabhakdi, being a son of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, is an immediate family member
of a ten percent (10%) shareholder of the Company.
(4) Mr Sithichai Chaikriangkrai is a Director and the Chief Financial Officer of ThaiBev.
Key Information regarding Directors
Key information on the Directors is set out on pages 10 to 14.
Principle 5: Board Performance
The effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board are
assessed annually.
All Directors are required to assess the performance of the Board and the Board Committees. The assessment will be
likely to cover areas such as Board composition, information management, Board processes, managing the Company’s
performance, effectiveness of the Board Committees, Director development and management and risk management.
Directors will also be asked to provide input on issues which do not fall under these categories, for instance, addressing
specific areas where improvements can be made. Feedback and comments received from the Directors would then be
reviewed by the NC, in consultation with the Chairman of the Board. External consultants were engaged to facilitate
the formulation and implementation of the Board evaluation process.
106
Based on the NC’s review, the Board and the various Board Committees operate effectively and each Director is
contributing to the overall effectiveness of the Board.
Principle 6: Access to Information
Management provides the Board with detailed Board papers specifying relevant information and commercial rationale
for each proposal for which Board approval is sought. Such information includes relevant financial forecasts, risk
analyses, mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration.
Reports on major operational matters, business development activities, financial performance, potential investment
opportunities and budgets are circulated to the Board.
A calendar of activities is scheduled for the Board a year in advance, with Board papers and agenda items dispatched
to the Directors about a week before scheduled meetings as far as possible. This is to give Directors sufficient time
to review and consider the matters being tabled and/or discussed so that discussions can be more meaningful and
productive. Senior Management from the Company’s business divisions is requested to attend meetings of the Board
and the Board Committees in order to provide input and insight into matters being discussed, and to respond to any
queries that the Directors may have. The Board also has separate and independent access to the Company’s senior
Management and the Company Secretary.
Frasers centrepoint limited & subsidiariesannual report 2015
CORPORATE GOVER NANCE
The Company Secretary attends all Board meetings, ensures that Board procedures are complied with, and provides
advice and guidance on corporate governance, and on legal and regulatory compliance. The Company Secretary
also facilitates and acts as a channel of communications for the smooth flow of information to and within the Board
and its various Committees, as well as between and with senior Management. Additionally, the Company Secretary
solicits and consolidates Directors’ feedback and evaluation from time to time, arranges for and facilitates orientation
programmes for new Directors and assists with their professional development as required. The Company Secretary is
the Company’s primary channel of communication with SGX-ST.
Where it is necessary for the efficacious discharge of their duties, the Directors may seek and obtain independent
professional advice at the Company’s expense.
B. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Remuneration Committee (or RC)
The RC(1) is made up of non-executive Directors, the majority of whom, including the Chairman, are independent
Directors. It comprises the following members:
Mr Philip Eng Heng Nee
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
Chairman
Member
Member
Note:
(1) The RC was constituted on 25 October 2013.
The RC’s main responsibility is to assist the Board in establishing a formal and transparent process for developing
policies on executive remuneration and development. The RC also reviews remuneration packages and service terms
of individual Directors and the Group CEO. When carrying out its duties, the RC reviews and makes recommendations
on the remuneration framework for the Board and key management personnel (such as the chief executive officers
of the business divisions of the Company). The RC also oversees the framework for remuneration and other terms of
service for other key Management of the Company.
The RC reviews on an annual basis the level and mix of remuneration and benefits policies and practices of the
Company, where appropriate, including long-term incentives. When conducting such reviews, the RC takes into
account the performance of the Company and employees. It also reviews and approves the framework for salary
reviews, performance bonus and incentives for key Management of the Group.
The RC also reviews and recommends to the Board succession plans for key Management and the leadership pipeline
for the Company. In doing so, the RC aligns the Group CEO’s leadership – through appropriate remuneration and
benefits policies and long-term incentives – with the Company’s strategic objectives and key challenges. Performance
targets are also set for the Group CEO and his performance evaluated yearly.
107
The RC may from time to time, and where necessary or required, engage external consultants in framing the
remuneration policy and determining the level and mix of remuneration for Directors and Management. Among other
things, this helps the Company to stay competitive in its remuneration packages. During the financial year ended 30
September 2015, Hay Group was appointed as remuneration consultants. The Company does not have any relationship
with these consultants which would affect their independence and objectivity.
Principle 8: Level and Mix of Remuneration
In recommending the level and mix of remuneration, the RC seeks to build, motivate and retain Directors and key
Management. It ensures that competitive remuneration policies and practices are in place to attract and motivate
high-performing executives so as to drive the Group’s businesses to greater growth, efficiency and profitability. In its
deliberation, the RC takes into consideration industry practices and benchmarks against relevant industry players to
ensure that its remuneration and employment conditions are competitive.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The Company’s compensation framework comprises fixed pay and short-term and long-term incentives. The Company
subscribes to linking executive remuneration to company and individual performance, based on an annual appraisal of
employees and using indicators such as core values, competencies, key result areas, performance rating, and potential
of the employees. Long-term incentive schemes are in place to motivate and reward employees and align their interests
to maximise long–term shareholder value.
Long Term Incentive Plans
The RC administers the Company’s share-based remuneration incentive plans, namely, the FCL Restricted Share Plan
(“RSP”) and FCL Performance Share Plan (“PSP”)(1).
Note:
(1) The FCL RSP and FCL PSP were approved by the Board and adopted on 25 October 2013.
Through the RSP and PSP, the Company seeks to foster a greater ownership culture within the FCL Group by aligning
more directly the interests of key senior Management and senior executives with the interest of shareholders, and for
such employees to participate and share in the Group’s growth and success.
The RSP is available to a broader base of senior executives compared to the PSP. Its objectives are to increase the
Company’s flexibility and effectiveness in its continuing efforts to attract, motivate and retain talented senior executives
and to reward these executives for the performance of the Company and that of the individual. The PSP applies to
senior Management in key positions who shoulder the responsibility of the Company’s performance and who are
able to drive the growth of the Company through superior performance. It serves as further motivation to key senior
Management in striving for excellence and delivering long-term shareholder value.
Under the RSP and PSP, the Company grants share-based awards (“Base Awards”) conditional upon pre-determined
performance targets being met. These targets are set by the RC in its absolute discretion for the performance conditions
to be met over the performance period. The performance period for the RSP and PSP are two years and three years
respectively. For the RSP, the targets set are the achievement of Attributable Profit Before Fair Value Adjustment and
Exceptional Items and Return On Capital Employed.
For the PSP, the pre-set targets are based on Return On Invested Capital, Total Shareholders’ Return Relative to FTSE ST
Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity.
The awards represent the right to receive fully paid shares, their equivalent cash value or a combination thereof, free
of charge, provided certain prescribed performance conditions are met. The final number of shares to be released will
depend on the achievement of the pre-determined targets at the end of the performance period. If such targets are
exceeded, more shares than the Base Awards can be delivered, subject to a maximum percentage of the Base Awards.
The maximum number of Company shares which can be released, when aggregated with the number of new shares
issued pursuant to the vesting of awards under the RSP and PSP will not exceed ten percent (10%) of the issued share
capital of the Company.
108
Senior management participants are required to hold a minimum number of the shares released to them under the
RSP and PSP to maintain a beneficial ownership stake in the Company for the duration of their employment or tenure
with the Company.
Currently, the Company does not have contractual provisions which allow it to reclaim incentive components of
remuneration from its key management personnel in exceptional circumstances of misstatement of financial results or
misconduct resulting in financial loss.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Principle 9: Disclosure on Remuneration
Remuneration of Directors and Top Five Key Management Personnel
Information on the remuneration of Directors of the Company and key management personnel of the Group for the
financial year ended 30 September 2015 are set out below.
Directors of the Company
Mr Charoen Sirivadhanabhakdi(1)
Khunying Wanna Sirivadhanabhakdi(1)
Mr Charles Mak Ming Ying(1), (3)
Mr Chan Heng Wing(2)
Mr Philip Eng Heng Nee(1)
Mr Wee Joo Yeow(1)
Mr Weerawong Chittmittrapap(1)
Mr Chotiphat Bijananda(2)
Mr Panote Sirivadhanabhakdi(2)
Mr Sithichai Chaikriangkrai(2)
Remuneration
S$
–(4)
–(4)
253,457
131,000
171,500(5)
158,500
145,000
184,500
169,500(6)
184,000
Notes:
(1) Mr Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr Charles Mak Ming Ying, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and
Mr Weerawong Chittmittrapap were re-appointed as Directors to the Board of FCL at the Annual General Meeting held on 30 January 2015.
(2) Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, and Mr Sithichai Chaikriangkrai were re-appointed as Directors to the
Board of FCL at the Annual General Meeting held on 7 January 2014.
(3) Mr Charles Mak Ming Ying was appointed Lead Independent Director on 8 May 2015.
(4) Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi waived payment of Directors’ fees due to them.
(5) Excludes S$92,000 and S$80,373 being payment of Directors’ fees from FCL’s subsidiaries, Frasers Centrepoint Asset Management Ltd and Frasers
Property Australia Pty Ltd respectively.
(6) Excludes S$55,500 being payment of Directors’ fees from FCL’s subsidiary, Frasers Hospitality Asset Management Pte. Ltd.
Remuneration of Group
CEO for Year Ended
30 September 2015
Remuneration
(S$)
Salary
%
Mr Lim Ee Seng
4,099,556
34
Allowances
& Benefits
%
Long Term
Incentives(1) /
Benefits
%
2
34
Bonus
%
30
Total
%
100
Total
%
Remuneration of Key Management
Executives for Year Ended 30 September
2015
Between $900,001 and $1,150,000
Mr Tang Kok Kai Christopher
Mr Chia Khong Shoong
Mr Choe Peng Sum
Mr Cheang Kok Kheong
Mr Uten Lohachitpitaks
Aggregate Total Remuneration:
Salary
%
Bonus
%
43
40
40
41
48
25
26
26
24
30
Allowances
& Benefits
%
Long Term
Incentives(1) /
Benefits
%
5
5
5
5
4
27
29
29
30
18
100
100
100
100
100
$5,205,997
109
There are no existing or proposed service agreements entered into or to be entered into by the Company or any of
its subsidiaries with Directors, the Group CEO or other key management personnel which provide for compensation
in the form of stock options, or pension, retirement or other similar benefits, or other benefits, upon termination of
employment.
There are no employees within the FCL Group who are immediate family members of a Director, and whose
remuneration exceeds S$50,000 during the year.
Note:
(1) The value of Long Term Incentives was calculated based on the closing share price of FCL shares of S$1.635 on 19 August 2015.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Directors’ Fees
The remuneration of non-executive Directors takes into account their level of contribution and their respective
responsibilities, being their attendance and time spent at Board meetings and Board Committee meetings. Directors
are paid a basic fee and attendance fees for attending Board meetings. Non-Executive Directors who perform services
through Board Committees are paid additional basic and attendance fees for such services. No Director decides his
own fees. Directors’ fees are reviewed periodically to benchmark such fees against the amounts paid by listed industry
peers. The Company’s Board fee structure during the year is as set out below.
Attendance Fee
(for physical
attendance in
Singapore or home
country of Director)
($)
Attendance Fee
(for physical
attendance outside
Singapore (excluding
home country of
Director))
($)
Attendance Fee
(for attendance
via tele / video
conference)
($)
Basic Fee
($)
Board
– Chairman
– Lead Independent Director
150,000
95,000
75,000
3,000
1,500
1,500
4,500 per trip
4,500 per trip
4,500 per trip
– Member
Audit Committee and Board EXCO
– Chairman
– Member
Nominating Committee, Remuneration Committee and Risk Management Committee
– Chairman
– Member
35,000
20,000
55,000
30,000
3,000
1,500
3,000
1,500
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
1,000
1,000
1,000
1,000
1,000
1,000
1,000
Shareholders’ approval will be sought at the forthcoming Annual General Meeting of the Company on 29 January
2016, for the payment of the Directors’ fees for the financial year ending 30 September 2016 of $2,000,000 (2015:
$2,000,000).
Performance Indicators for Key Management Personnel
As set out above under Principle 8 above, the Company’s variable remuneration comprises short-term and long-term
incentives. In determining the short-term incentives, both the Group and business unit financial and non-financial
performance are taken into consideration. This is to ensure employees’ remuneration are linked to performance. In
awarding individual short-term incentives, the RC also considers individual performance, based on annual appraisals
which are based on indicators such as core values, competencies, and key result areas.
110
In relation to long-term incentives, the Company has implemented the RSP and PSP as set out above under Principle
8, pursuant to which share awards granted to key management personnel are conditional upon performance targets
being met. The performance targets of Attributable Profit Before Fair Value Adjustment and Exceptional Items and
Return on Capital Employed (in the case of the RSP) and Return on Invested Capital, Total Shareholders’ Return Relative
to FTSE ST Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity (in the case of the PSP)
align the interests of the key management personnel with the long-term growth and performance of the Company.
For the financial year ended 30 September 2015, the majority of pre-determined target performance levels for the RSP
and PSP grants were met.
C. ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
FCL prepares its financial statements in accordance with the Singapore Financial Reporting Standards (“SFRS”) prescribed
by the Accounting Standards Council. The Board provides shareholders with quarterly and annual financial reports, and
releases its quarterly and full year financial results through announcements to the SGX-ST and, where appropriate,
press releases and media and analysts’ briefings. In communicating and disseminating its results, FCL aims to present a
balanced and clear assessment of the Group’s performance, position and prospects.
Management provides the EXCO with management accounts of every meeting of this committee. This is in addition to
such other information as the Board may require from time to time to make a balanced and informed assessment of
the Company’s performance, position and prospects.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Principle 11: Risk Management and Internal Controls
The Company maintains a sound system of risk management and internal controls with a view to safeguard its assets
and shareholders’ interests.
The AC(1), with the assistance of internal and external auditors, reviews and reports to the Board on the adequacy
and effectiveness of the Company’s system of controls, including financial, operational, compliance and information
technology controls, established by Management. In assessing the effectiveness of internal controls, the AC ensures
primarily that key objectives are met, material assets are properly safeguarded, fraud or errors in the accounting records
are prevented or detected, accounting records are accurate and complete, and reliable financial information is prepared
in compliance with applicable internal policies, laws and regulations.
Note:
(1) The AC was constituted on 25 October 2013.
The importance and emphasis placed by the FCL Group on internal controls is underpinned by the fact that the key
performance indicators for Management’s performance takes into account the findings of both internal and external
auditors and the number of unresolved or outstanding issues raised in the process.
Risk Management Committee
The Board, through the RMC(1), reviews the adequacy and effectiveness of the Group’s risk management framework
to ensure that robust risk management and mitigating controls are in place. The Company has adopted an enterprise-
wide risk management (“ERM”) framework to enhance its risk management capabilities. Key risks, mitigating measures
and management actions are continually identified, reviewed and monitored as part of the ERM process. Financial
and operational key risk indicators are in place to track key risk exposures. Apart from the ERM process, key business
risks are thoroughly assessed by Management and each significant transaction is comprehensively analysed so that
Management understands the risks involved before it is embarked upon.
Note:
(1) The RMC was constituted on 25 October 2013.
The RMC oversees the risk management framework and policies of the Group. It is responsible for, among other things,
reviewing the Group’s risk management strategy, policies, enterprise-wide risk management framework, processes and
procedures for identifying, measuring, reporting and mitigating key risks in the Group’s businesses and operations. In
this regard, key risks, findings and recommendations are reported to the Board. Together with the AC, the RMC helps to
ensure that Management maintains a sound system of risk management and internal controls to safeguard the interests
of shareholders and the assets of the Group. Through guidance to and discussions with Management, it assists the
Board in its determination of the nature and extent of significant risks which the Board is willing to take in achieving
the Group’s strategic objectives. The meetings of the RMC are attended by the senior Management of the Group, and
serve as a forum to review and discuss material risks and exposures of the Group’s businesses and their strategies to
mitigate risks.
The RMC comprises the following members:
Mr Chotiphat Bijananda
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Chairman
Member
Member
Member
Member
Member
111
Periodic updates are provided to the RMC on the Group’s risk profile. These updates include an assessment of the Group’s
key risks by major business units, risk categories, and the status and changes in plans undertaken by Management to
manage key risks. Risk tolerance statements, which set out the nature and extent of significant risks which the Group is
willing to take in achieving its strategic objectives, are monitored and reported to the RMC.
Using a comfort matrix of key risks, the material financial, compliance, operational (including information technology)
risks of the Company have been documented and presented against strategies, policies, people, processes, systems,
mechanisms and reporting processes that have been put in place. The Management of the Company also carries
out control self-assessment in key areas of their respective businesses and operations to evaluate the adequacy and
effectiveness of their internal controls.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The Board has received assurance from the CEO and the CFO of the Company that as at 30 September 2015, (a) the
financial records of the Group have been properly maintained and the financial statements for the year ended 30
September 2015 give a true and fair view of the Group’s operations and finances; (b) the system of internal controls in
place for the Group is adequate and effective as at 30 September 2015 to address financial, operational, compliance
and information technology risks which the Group considers relevant and material to its operations; and (c) the risk
management system in place for the Group is adequate and effective as at 30 September 2015 to address risks which
the Group considers relevant and material to its operations.
Based on the internal controls established and maintained by the Group, work performed by internal and external
auditors, reviews performed by Management and various Board Committees and assurance from the CEO and the
CFO, the Board, with the concurrence of the Audit Committee, is of the opinion that the Group’s internal controls
were adequate and effective as at 30 September 2015 to address financial, operational, compliance and information
technology risks, which the Group considers relevant and material to its operations.
Based on the risk management framework established and assurance from the CEO and the CFO, the Board is of the
view that the Group’s risk management system was adequate and effective as at 30 September 2015 to address risks
which the Group considers relevant and material to its operations.
The Board notes that the system of internal controls and risk management provides reasonable, but not absolute,
assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it works
to achieve its business objectives. In this regard, the Board also notes that no system of internal controls and risk
management can provide absolute assurance against the occurrence of material errors, poor judgment in decision
making, human error, losses, fraud or other irregularities.
An outline of the Group’s ERM framework is set out on pages 99 – 100.
Principle 12: Audit Committee
The AC, on behalf of the Board, undertakes the monitoring and review of the system of internal controls. Its main
responsibilities are to assist the Board in the discharge of its oversight responsibilities in the areas of internal controls,
financial and accounting practices, operational and compliance controls. Significant findings are reported to the Board.
The AC is guided by written Terms of Reference endorsed by the Board and which set out its duties and responsibilities.
It is duly authorised to investigate any matter within such Terms of Reference, and has full access to and the co-
operation of Management, as well as the full discretion to invite any Director or executive officer to attend its meetings.
The AC comprises the following members:
Mr Charles Mak Ming Ying
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Sithichai Chaikriangkrai
Chairman
Member
Member
Member
112
The AC is made up of non-executive Directors, the majority of whom, including the Chairman, are independent
Directors. The members of the AC are appropriately qualified. Their collective wealth of experience and expertise on
accounting and financial management enables them to discharge their responsibilities competently. The Company has
committed reasonable resources to enable the AC to discharge its functions effectively.
During the year, the key activities of the AC included the following:
•
Reviewing the quarterly and full-year financial results and related SGX announcements, including significant
financial reporting issues and assessments, to safeguard the integrity in financial reporting, and to ensure
compliance with the requirements of the Singapore Financial Reporting Standards.
Recommending, for the approval of the Board, the quarterly and annual financial results and related SGX-ST
announcements
Reviewing and evaluating with internal and external auditors, the adequacy and effectiveness of internal control
systems, including financial, operational and compliance controls
Reviewing and approving the internal and external audit plans to ensure the adequacy of the audit scope
Reviewing with internal and external auditors, the audit reports and their recommendations, and monitoring the
timely and proper implementation of any required corrective or improvement measures
Reviewing the adequacy and effectiveness of the Group’s internal audit function, including the adequacy of
internal audit resources and its appropriate standing within the Group
Reviewing whistle-blowing investigations within the Group and ensuring appropriate follow-up actions, if required
•
•
•
•
•
•
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The AC also meets with internal and external auditors without the presence of Management at least once a year to
obtain feedback on the competency and adequacy of the finance function and to ascertain if there are any material
weaknesses or control deficiencies in the Group’s financial reporting and operational systems. In addition, periodic
updates on changes in accounting standards and treatment are prepared by external auditors and circulated to
members of the AC.
The AC makes recommendations to the Board for approval by shareholders, the appointment, re-appointment and
removal of the Company’s external auditors.
During the year, the AC conducted a review of the scope and results of audit by the incumbent auditors and its
cost effectiveness, as well as the independence and objectivity of the auditors. It also reviewed all non-audit services
provided by the incumbent auditors, and the aggregate amount of audit fees paid to them. For details of fees payable
to the auditors in respect of audit and non-audit services for the year ended 30 September 2015, please refer to Note
4 of the Notes to the Financial Statements on page 163. The AC is satisfied that neither their independence nor their
objectivity is put at risk, and that they are still able to meet the audit requirements and statutory obligations of the
Company. It is also satisfied with the aggregate amount of audit fees paid to the auditors.
On 5 November 2015, the Company received a notice of nomination from InterBev Investment Limited (“IBIL”),
nominating KPMG LLP for appointment as Auditor of the Company in place of the retiring Auditor, Ernst & Young LLP.
IBIL is a substantial shareholder of the Company and is part of the TCC Group(1). The TCC Group owns and controls a
majority of the Company’s Shares. KPMG member firms are the external Auditor of other listed entities within the TCC
Group.
Following receipt of the notice of nomination from IBIL, and in exercise of its duties to review and make recommendations
to the Board on proposals to shareholders for the appointment of the external Auditor, the AC has evaluated the
proposal for the appointment of KPMG LLP as the Company’s Auditor. In its evaluation, the AC reviewed, deliberated
and considered factors such as the adequacy of the resources and experience of KPMG LLP, and the audit engagement
partner to be assigned to the audit, the number and experience of supervisory and professional staff to be assigned to
the audit as well as the size and complexity of the Company and its subsidiaries. The AC also noted that the appointment
of the same external Auditor as that of other listed entities within the TCC Group would be consistent with the best
practices of many multi-national corporations, and would be more effective and efficient from a reporting perspective.
The AC has therefore recommended to the Board that KPMG LLP be appointed as the Company’s Auditor in place of
the retiring Auditor, Ernst & Young LLP. The Directors, after taking into account the AC’s recommendation, are of the
view that KPMG LLP will be able to meet the audit requirements of the Company.
Ernst and Young LLP, the retiring Auditor, will not be seeking re-appointment at the forthcoming 2016 AGM. Subject
to the approval of the shareholders being obtained at the 2016 AGM, the change of Auditor will be effective from the
financial year ending 30 September 2016.
The Company has complied with Rule 712 of the Listing Manual which requires, amongst others, that a suitable auditing
firm be appointed by the Company, having regard to the factors set out therein. The Company has also complied with
Rule 715 which requires that the same auditing firm of the Company audits its Singapore-incorporated subsidiaries and
significant associated companies, and that a suitable auditing firm be engaged for its significant foreign-incorporated
subsidiaries and associated companies.
113
Note:
(1) TCC Group means the companies and entities in the TCC Group which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna
Sirivadhanabhakdi.
Whistle-Blowing Policy
The Company has in place a Whistle-Blowing Policy. This Policy provides an independent feedback channel through
which matters of concern about possible improprieties in matters of financial reporting or other matters may be raised
by employees and any other persons in confidence and in good faith, without fear of reprisal. Details of this policy
have been disseminated and made available. All matters which are raised are then independently investigated and
appropriate actions taken. The AC ensures that independent investigations and any appropriate follow-up actions are
carried out.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Principle 13: Internal Audit
Prior to the last financial year ended 30 September 2014, the Internal Audit (“IA”) function for the Company was
performed by the Internal Audit department of Fraser and Neave, Limited (“F&NL”), FCL’s parent company prior to
its listing, as part of a transitional arrangement between the Company and F&N for shared corporate services. With
effect from 1 October 2014, i.e. at the beginning of the current financial year, the Company formally formed its own
independent Internal Audit Department (“FCL IA Department”) to undertake the IA function for the FCL Group. The FCL
IA Department is responsible for conducting objective and independent assessments on the adequacy and quality of the
Group’s system of internal controls, and the Head of IA reports directly to the Chairman of the AC and administratively,
to the Company’s Secretary.
For the financial year ended 30 September 2015, in performing IA services for the Company, the IA Department adopted
and complied with the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal
Auditors. The Head of the IA Department and the internal audit staff are members of the Institute of Internal Auditors,
Singapore. To ensure that the internal audits are effectively performed, it recruits and employs suitably qualified staff
with the requisite skills and experience. Such staff are given relevant training and development opportunities to update
their technical knowledge and auditing skills. All staff members of the IA Department also received relevant technical
training and attended seminars organised by the Institute of Internal Auditors, Singapore and other professional bodies.
The IA Department operates within the framework stated in a set of Terms of Reference as contained in the Internal
Audit Charter approved by the AC. During the year, the Head of the IA Department reported directly to the Chairman
of the AC. The IA function adopted a risk-based audit methodology to develop its audit plans, and its activities were
aligned to key risks of the FCL Group. The results of the risk assessments determined the level of focus and the review
intervals for the various activities audited.
During the year ended 30 September 2015, the IA Department conducted its audit reviews based on the approved
internal audit plans. All audit reports detailing audit findings and recommendations are provided to Management who
would respond on the actions to be taken.
Each quarter, the IA Department would submit quarterly reports to the AC on the status of the audit plan and on audit
findings and actions taken by Management on such findings. Key findings are highlighted at AC meetings for discussion
and follow-up action. The Committee monitors the timely and proper implementation of the appropriate follow-up
measures to be undertaken by Management.
The AC is satisfied that the IA Department has adequate resources and appropriate standing within the Company to
perform its functions effectively.
D. SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14: Shareholder Rights
114
FCL believes in treating all shareholders fairly and equitably. It aspires to keep all shareholders and other stakeholders
and analysts in Singapore and beyond informed of its corporate activities, including changes (if any) in the Company
or its businesses which are likely to materially affect the price or value of its shares, in a timely and consistent manner.
Shareholders of FCL are also given the opportunity to participate effectively and vote at general meetings of the
Company, where relevant rules and procedures governing such meetings (for instance, how to vote) are clearly
communicated.
Principle 15: Communication with Shareholders
The Company prides itself on its high standards of disclosure and corporate transparency. At the Securities Investors
Association (Singapore) (“SIAS”) 16th Investors’ Choice Awards, FCL was presented with runner-up titles for the Most
Transparent Company Award (Real Estate Category) and the Internal Audit Excellence Award. At last year’s SIAS Investors’
Choice Awards, the Company was the winner of the Most Transparent Company Award (New Listings Category). FCL
aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance and progress
to shareholders and the investment community to enable them to make informed investment decisions. The Group’s
dedicated Investor Relations (“IR”) team is tasked with and focuses on facilitating communications between the
Company and its shareholders, as well as with the investment community.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
The IR team communicates regularly with its shareholders, as well as with the investment community, through timely
disclosures of material and other pertinent information to SGX-ST, and quarterly results briefings and calls. The team also
conducts roadshows (together with key senior Management), and participates in investor seminars and conferences to
keep the market and investors apprised of the FCL Group’s corporate developments and financial performance. During
the year, the IR team, together with senior Management, engaged with Singapore and foreign investors at conferences,
briefings and calls, non-deal roadshows as well as one-on-one and group meetings. The aim of such engagements is
to provide shareholders and investors with prompt disclosure of relevant information, to enable them to have a better
understanding of the Company’s businesses and performance. The Company makes available all its briefing materials
to analysts and the media, webcasts of its half-year and full-year results briefings, its financial information, its annual
reports, and all announcements to the SGX-ST on its website at www.fraserscentrepoint.com, with contact details for
investors to channel their comments and queries.
Further details on IR’s activities and responsibilities during the year can be found in the Investor Relations section of the
Annual Report on page 56.
As previously disclosed in the Introductory Document, the Company intends to recommend dividends of up to 75%
of its net profit after tax after considering factors such as its level of cash and reserves, results of operations, business
prospects, capital requirements and surplus, general financial condition, contractual restrictions, the absence of any
circumstances which might reduce the amount of reserves available to pay dividends and other factors relevant to the
Board (including the expected financial performance of FCL).
Principle 16: Conduct of Shareholder Meetings
The Board supports and encourages active shareholder participation at AGMs as it believes that general meetings serve
as an opportune forum for shareholders to meet the Board and senior Management, and to interact with them.
The Company’s existing Articles of Association allows shareholders the right to appoint up to two proxies to attend
and vote on their behalf in shareholders’ meetings. A copy of the Annual Report and notice of AGM are sent to all
shareholders. Separate resolutions are proposed on each substantially separate issue at the meeting. Shareholders
are given the opportunity to raise questions and clarify any issues that they may have relating to the resolutions to be
passed.
Board members and senior Management are present at each shareholders’ meeting to respond to any questions from
shareholders. The Company’s external auditors are also present to address queries about the conduct of audit and the
preparation and content of the auditors’ report.
For greater transparency, FCL has implemented electronic poll voting at AGMs. This entails shareholders being invited to
vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing
all shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of
all votes cast for, or against, each resolution is then screened at the meeting and announced to the SGX-ST after the
meeting. FCL will continue to use the electronic poll voting system at the forthcoming Annual General Meeting.
Listing Rule 1207 sub-Rule (19) on Dealings in Securities
In compliance with Listing Rule 1207 sub-Rule (19) of the SGX-ST Listing Manual, the Group issues quarterly reminders
to its Directors, officers and employees on the restrictions in dealings in listed securities of the Group during the
period commencing (i) two weeks prior to the announcement of financial results of each of the first three quarters
of the financial year, and (ii) one month before the announcement of full year results, and ending on the date of such
announcements. Directors, officers and employees are also reminded not to trade in listed securities of the Group
at any time while in possession of unpublished price sensitive information and to refrain from dealing in the Group’s
securities on short-term considerations.
115
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
GUIDELINES FOR DISCLOSURE
Guideline
Questions
How has the Company complied?
Board Responsibility
Guideline 1.5 What are the types of material transactions which
require approval from the Board?
Please refer to page 102 of this Annual Report
which makes reference to the MOA.
Members of the Board
Guideline 2.6
(a) What is the Board’s policy with regard to
diversity in identifying Director nominees?
Please refer to pages 104 – 105 of this Annual
Report.
(b) Please state whether the current
composition of the Board provides diversity
each of the following – skills, experience,
gender and knowledge of the Company,
and elaborate with numerical data where
appropriate.
(c) What steps has the Board taken to achieve
the balance and diversity necessary to
maximize its effectiveness?
Please refer to pages 10 – 14 (Board of Directors)
and pages 104 and 112 of this Annual Report.
Please refer to page 105 of this Annual Report.
Guideline 4.6
Please describe the board nomination process
for the Company in the last financial year for
(i) selecting and appointing new Directors and
(ii) re-electing incumbent Directors
Please refer to pages 105 – 106 of this Annual
Report.
Guideline 1.6
(a) Are new Directors given formal training?
Please refer to page 103 of this Annual Report.
If not, please explain why
(b) What are the types of information and
Please refer to page 103 of this Annual Report.
training provided to (i) new Directors and (ii)
existing Directors to keep them up-to-date?
Guideline 4.4
(a) What is the maximum number of listed
Please refer to page 105 of this Annual Report.
company board representations that the
Company has prescribed for its Directors?
What are the reasons for this number?
116
(b)
If a maximum number has not been
determined, what are the reasons?
Please refer to page 105 of this Annual Report.
(c) What are the specific considerations in
Please refer to page 105 of this Annual Report.
deciding on the capacity of Directors?
Board Evaluation
Guideline 5.1
(a) What was the process upon which the
Please refer to page 106 of this Annual Report.
Board reached the conclusion on its
performance for the financial year?
(b) Has the Board met its performance
Please refer to page 106 of this Annual Report.
objectives?
Frasers centrepoint limited & subsidiariesannual report 2015
CORPORATE GOVER NANCE
Guideline
Questions
How has the Company complied?
Independence of Directors
Guideline 2.1 Does the Company comply with the guideline
on the proportion of independent Directors on
the Board? If not, please state the reasons for the
deviation and the remedial action taken by the
Company
Guideline 2.3
(a)
Is there any Director who is deemed to be
independent by the Board, notwithstanding
the existence of a relationship as stated in
the Code that would otherwise deem him
not to be independent? If so, please identify
the Director and specify the nature of such
relationship.
Please refer to page 104 of this Annual Report.
Please refer to page 104 of this Annual Report.
(b) What are the Board’s reasons for
considering him independent? Please
provide a detailed explanation.
Not applicable.
Guideline 2.4 Has any independent Director served on the
Board for more than nine years from the date
of his first appointment? If so, please identify
the Director and set out the Board’s reasons for
considering him independent.
Disclosure on Remuneration
Guideline 9.2 Has the Company disclosed each Director’s and
the CEO’s remuneration as well as a breakdown
(in percentage or dollar terms) into base/fixed
salary, variable or performance related income/
bonuses, benefits in kind, stock options granted,
share-based incentives and awards, and other
long-term incentives? If not, what are the reasons
for not disclosing so?
No. Please refer to pages 10 – 14 of this Annual
Report.
Please refer to page 109 of this Annual Report.
Guideline 9.3
(a) Has the Company disclosed each key
Please refer to page 109 of this Annual Report.
management personnel’s remuneration,
in bands of S$250,000 or in more detail,
as well as a breakdown (in percentage or
dollar terms) into base/fixed salary, variable
or performance-related income/bonuses,
benefits in kind, stock options granted,
share-based incentives and awards, and
other long-term incentives? If not, what are
the reasons for not disclosing so?
117
(b) Please disclose the aggregate remuneration
paid to the top key management personnel
(who are not Directors or the CEO).
Please refer to page 109 of this Annual Report.
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Guideline
Questions
How has the Company complied?
Guideline 9.4
Is there any employee who is an immediate
family member of a Director or the CEO, and
whose remuneration exceeds S$50,000 during
the year? If so, please identify the employee and
specify the relationship with the relevant Director
or the CEO.
Guideline 9.6
(a) Please describe how the remuneration
received by executive Directors and
key management personnel has been
determined by the performance criteria.
No. Please refer to page 109 of this Annual
Report.
Please refer to pages 107 – 108 and 110 of this
Annual Report.
(b) What were the performance conditions
used to determine their entitlement under
the short-term and long-term incentive
schemes?
Please refer to pages 108 and 110 of this Annual
Report.
(c) Were all of these performance conditions
met? If not, what were the reasons?
Please refer to page 110 of this Annual Report.
Risk Management and Internal Controls
Guideline 6.1 What types of information does the Company
provide to independent Directors to enable them
to understand its business, the business and
financial environment as well as the risks faced by
the Company? How frequently is the information
provided?
Please refer to pages 103, 106 – 107 and 110 – 111
of this Annual Report.
Guideline 13.1 Does the Company have an internal audit
Please refer to page 114 of this Annual Report.
function? If not, please explain why
Please refer to pages 111 – 112 of this Annual
Report.
Please refer to page 112 of this Annual Report.
Guideline 11.3 (a)
118
(b)
In relation to the major risks faced by the
Company, including financial, operational,
compliance, information technology and
sustainability, please state the bases for
the Board’s view on the adequacy and
effectiveness of the Company’s internal
controls and risk management systems.
In respect of the past 12 months, has the
Board received assurance from the CEO
and the CFO as well as the internal auditor
that: (i) the financial records have been
properly maintained and the financial
statements give true and fair view of the
Company’s operations and finances; and
(ii) the Company’s risk management and
internal control systems are effective? If
not, how does the Board assure itself of
points (i) and (ii) above?
Frasers centrepoint limited & subsidiariesannual report 2015 CORPORATE GOVER NANCE
Guideline
Questions
How has the Company complied?
Guideline 12.6 (a) Please provide a breakdown of the fees paid
in total to the external auditors for audit and
non-audit services for the financial year
Please refer to Note 4 of the Notes to the
Financial Statements on page 163 of this Annual
Report.
(b)
If the external auditors have supplied a
substantial volume of non-audit services
to the Company, please state the bases
for the Audit Committee’s view on the
independence of the external auditors
Please refer to page 113 of this Annual Report.
Guideline 15.4 (a) Does the Company regularly communicate
with shareholders and attend to their
questions? How often does the Company
meet with institutional and retail investors?
Please refer to pages 115 and 56 of this Annual
Report.
(b)
Is this done by a dedicated investor relations
team (or equivalent)? If not, who performs
this role?
Please refer to pages 114 – 115 of this Annual
Report.
(c) How does the Company keep shareholders
informed of corporate developments, apart
from SGXNET announcements and the
annual report?
Please refer to pages 115 and 56 of this Annual
Report.
Guideline 15.5 If the Company is not paying any dividends for
Not applicable.
the financial year, please explain why.
119
Frasers centrepoint limited & subsidiariesannual report 2015
F I N A N C I A L S T A T E M E N T S
C O N T E N T S
120
121 DIRECTORS’ STATEMENT
135 CONSOlIDATED CASH flOw
127
INDEpENDENT AuDITOR’S
REpORT
128 CONSOlIDATED pROfIT
STATEMENT
138 NOTES TO THE fINANCIAl
STATEMENTS
STATEMENT
236 pARTICulARS Of gROup
129 CONSOlIDATED STATEMENT
Of COMpREHENSIVE INCOME
130 BAlANCE SHEETS
131
STATEMENTS Of CHANgES IN
EquITy
pROpERTIES
256 INTERESTED pERSON
TRANSACTIONS
257
SHAREHOlDINg STATISTICS
259 NOTICE Of ANNuAl gENERAl
MEETINg
pROXy fORM
Frasers centrepoint limited & subsidiariesannual report 2015 DIRECTOR S’ STATEMENT
The Directors have pleasure in presenting their statement together with the audited financial statements of Frasers
Centrepoint Limited (the “Company”) and its subsidiaries (the “Group”) for the financial year ended 30 September 2015.
1.
DIRECTORS
The Directors of the Company in office at the date of this statement are:
(Chairman)
(Vice Chairman)
Mr Charoen Sirivadhanabhakdi
Khunying Wanna Sirivadhanabhakdi
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
2.
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
Neither at the end of, nor at any time during, the financial year was the Company a party to any arrangement
whose object was to enable the Directors of the Company to acquire benefits by means of an acquisition of
shares in, or debentures of, the Company or any other body corporate, other than as disclosed in this statement.
3.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
(a)
The following Directors who held office at the end of the financial year had, according to the register required to
be kept under Section 164 of the Companies Act (Chapter 50 of Singapore), interest in the shares in or debentures
of the Company and its related corporations (other than wholly-owned subsidiaries) as stated below:
Name of Director
Charoen Sirivadhanabhakdi
– Frasers Centrepoint Limited
• Ordinary Shares
– FCL Treasury Pte. Ltd.
• S$600,000,000 4.88% Subordinated
Perpetual Securities (Series 3) (S$)
• S$700,000,000 5.00% Subordinated
Perpetual Securities (Series 5) (S$)
– Fraser and Neave, Limited
• Ordinary Shares
– Fraser & Neave Holdings Bhd
• Ordinary Shares
– TCC Assets Limited
• Ordinary Shares
Direct Interest
As at
1 Oct 2014
As at
30 Sep 2015
Deemed Interest
As at
1 Oct 2014
As at
30 Sep 2015
–
– 2,541,007,768 (1) 2,541,007,768 (1)
–
–
–
–
– S$250,000,000 (2) S$250,000,000 (2)
–
– S$300,000,000 (3)
121
– 1,270,503,884 (4) 1,270,503,884 (4)
–
203,470,910 (5)
203,470,910 (5)
25,000
25,000
–
–
Frasers centrepoint limited & subsidiariesannual report 2015
DIRECTOR S’ STATEMENT
3.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)
Name of Director
Khunying Wanna Sirivadhanabhakdi
– Frasers Centrepoint Limited
• Ordinary Shares
– FCL Treasury Pte. Ltd.
• S$600,000,000 4.88% Subordinated
Perpetual Securities (Series 3) (S$)
• S$700,000,000 5.00% Subordinated
Perpetual Securities (Series 5) (S$)
– Fraser and Neave, Limited
• Ordinary Shares
– Fraser & Neave Holdings Bhd
• Ordinary Shares
– TCC Assets Limited
• Ordinary Shares
Direct Interest
As at
1 Oct 2014
As at
30 Sep 2015
Deemed Interest
As at
1 Oct 2014
As at
30 Sep 2015
–
– 2,541,007,768 (1) 2,541,007,768 (1)
–
–
–
–
– S$250,000,000 (2) S$250,000,000 (2)
–
– S$300,000,000 (3)
– 1,270,503,884 (4) 1,270,503,884 (4)
–
203,470,910 (5)
203,470,910 (5)
25,000
25,000
–
–
(1) The interest arose from the completion of the distribution of dividend in specie by Fraser and Neave, Limited (“F&N”) of all the ordinary
shares in the issued share capital of Frasers Centrepoint Limited (“FCL” or the “Company”) to shareholders of F&N, on the basis of two
ordinary shares in the Company for each share in F&N held by F&N shareholders and the listing of the Company on the Main Board of the
Singapore Exchange Securities Trading Limited on 9 January 2014.
Each of Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, owns 50% of the issued and paid-up share capital
of TCC Assets Limited (“TCCA”), and is therefore deemed to be interested in all of the 1,716,160,124 shares in FCL in which TCCA has an
interest.
Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 51% direct interest in Siriwana Company Limited,
which in turn holds an approximate 45.27% direct interest in Thai Beverage Public Company Limited (“ThaiBev”).
Further, Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 100% direct interest in MM Group Limited
(“MM Group”). MM Group holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”)
and Golden Capital (Singapore) Limited (“GC”). Maxtop holds a 17.23% direct interest in ThaiBev; RM holds a 3.32% direct interest in ThaiBev;
and GC holds a 0.06% direct interest in ThaiBev.
ThaiBev holds a 100% direct interest in International Beverage Holdings Limited, which in turn holds a 100% direct interest in InterBev
Investment Limited (“IBIL”). Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested
in all of the 824,847,644 shares in FCL in which IBIL has an interest.
(2) As at 30 September 2015, TCC Prosperity Limited (“TCCP”) holds S$250 million in aggregate principal amount of perpetual securities issued
by FCL Treasury Pte. Ltd. on 24 September 2014. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi own all the shares in
TCCP in equal shares, and therefore are deemed to be interested in the perpetual securities in which TCCP has an interest.
122
(3) As at 30 September 2015, TCC Prosperity Limited (“TCCP”) holds S$300 million in aggregate principal amount of perpetual securities issued
by FCL Treasury Pte. Ltd. on 9 March 2015. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi own all the shares in TCCP
in equal shares, and therefore are deemed to be interested in the perpetual securities in which TCCP has an interest.
(4) As at 30 September 2015:
– TCCA holds 858,080,062 shares in Fraser and Neave, Limited (“F&N”); and
–
IBIL holds 412,423,822 shares in F&N.
Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the shares in F&N
in which TCCA and IBIL have an interest.
(5) As at 30 September 2015, F&N holds 203,470,910 shares in Fraser & Neave Holdings Bhd.
Therefore, each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi has a deemed interest in all of the shares in Fraser
& Neave Holdings Bhd in which F&N has an interest.
Frasers centrepoint limited & subsidiariesannual report 2015
DIRECTOR S’ STATEMENT
3.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)
(b)
(c)
(d)
There was no change in any of the abovementioned interests in the Company between the end of the financial
year and 21 October 2015, other than as disclosed in this statement.
By virtue of Section 4 of the Singapore Securities and Futures Act, Chapter 289, each of Charoen Sirivadhanabhakdi
and Khunying Wanna Sirivadhanabhakdi is deemed to have interests in the shares of the subsidiaries held by the
Company and in the shares of the subsidiaries held by F&N.
Except as disclosed in this statement, no Director who held office at the end of the financial year had any interest
in shares in, or debentures of, the Company, or its related corporations, either at the beginning of the financial year,
or date of appointment if later, or at the end of the financial year.
4.
SHARE OPTIONS AND SHARE PLANS
(a)
Share Options
The Company does not have any share option scheme in place.
(b)
Share Plans
On 25 October 2013, F&N, which was then the sole shareholder of the Company, approved the adoption of the
FCL Restricted Share Plan (“RSP”) and FCL Performance Share Plan (“PSP”).
The RSP and PSP are administered by the Remuneration Committee which comprises the following three non-
executive Directors who do not participate in the Share Plans:
Mr Philip Eng Heng Nee (Chairman)
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
(c)
Share Grants Under RSP and PSP
(i)
Under the RSP and PSP, the Company grants shares to eligible participants annually, referred to herein as
“RSP Shares” and “PSP Shares”, respectively. The grant (“Base Award”) represents the right to receive fully
paid shares, their equivalent cash value or combinations thereof, free of charge, provided that certain
prescribed performance conditions are met. The Remuneration Committee that administers this scheme
has absolute discretion in the granting of shares under the RSP and PSP. The vesting of the RSP Base
Award and the PSP Base Award are conditional on the achievement of pre-determined targets set for
a 2-year performance period and a 3-year performance period respectively. The final number of RSP
Shares and PSP Shares to be awarded will be determined at the end of the performance period (“Final
Award”).
The Final Award varies depending on the level of achievement of the pre-determined targets. An
achievement factor will be applied to the relevant Base Award to determine the final number of RSP
Shares and PSP Shares (as the case may be) to be awarded. The achievement factor ranges from 0% to
150% for RSP and from 0% to 200% for PSP.
123
Frasers centrepoint limited & subsidiariesannual report 2015
DIRECTOR S’ STATEMENT
4.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants Under RSP and PSP (cont’d)
At the end of the performance period, 50% of the RSP Shares will be released upon vesting and the balance will
be released equally over the subsequent two years with fulfilment of service requirements. All PSP Shares will be
released to the participants at the end of the 3-year performance period upon vesting. Pre-determined targets
are set by the Remuneration Committee at their absolute discretion for the performance conditions to be met
over the performance period. For the RSP, the targets set are the achievement of Attributable Profit Before Fair
Value Adjustment and Exceptional Items (APBFE) and Return On Capital Employed (ROCE). For the PSP, the pre-
set targets are based on Return on Invested Capital (ROIC), Total Shareholders’ Return Relative to FTSE ST Real
Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity.
Senior management participants are required to hold a minimum number of the shares released to them under
the RSP and PSP to maintain a beneficial ownership stake in the Company for the duration of their employment
or tenure with the Company.
No awards have been granted to controlling shareholders or their associates, or parent group Directors and
employees under the RSP and PSP.
No awards have been granted to Directors of the Company.
No employee other than Mr Lim Ee Seng, the Group Executive Officer, has received 5% or more of the total
number of shares available/delivered pursuant to grants under the RSP and PSP. Details of conditional awards
available to Mr Lim under the RSP and PSP are as follows:
LIM EE SENG
Grant Date
RSP Shares
– Replacement FCL Awards *
– Year 1
– Year 2
Sub-Total
03.10.2014
03.10.2014
19.08.2015
PSP Shares
– Replacement FCL Awards ** 03.10.2014
03.10.2014
– Year 1
– Year 2
19.08.2015
Sub-Total
Total
Balance as at
01.10.2014 or
Grant Date
if Later
Achievement
Factor
Vested
Balance as at
30.09.2015 or
Grant Date
if Later
1,039,982
574,627
603,538
2,218,147
583,089
354,839
258,659
1,196,587
3,414,734
49,235
–
–
49,235
191,927
–
–
191,927
241,162
(643,088)
–
–
(643,088)
(496,500)
–
–
(496,500)
(1,139,588)
446,129
574,627
603,538
1,624,294
278,516
354,839
258,659
892,014
2,516,308
124
*
The Replacement FCL Awards were granted to replace the 270,246 Outstanding F&N Awards.
** The Replacement FCL Awards were granted to replace the 179,828 Outstanding F&N Awards.
Frasers centrepoint limited & subsidiariesannual report 2015
DIRECTOR S’ STATEMENT
4.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants Under RSP and PSP (cont’d)
(ii)
It was disclosed in the Introductory Document dated 28 October 2013 that the Company may on or after
the Listing Date, grant Replacement FCL Awards pursuant to the RSP and PSP to certain employees of our
Group in replacement of awards previously granted to them pursuant to the Fraser and Neave, Limited
Restricted Share Plan and the Fraser and Neave, Limited Performance Share Plan (the “Outstanding F&N
Awards”).
Replacement FCL Awards were granted on 3 October 2014 to replace the Outstanding F&N Awards
previously granted to FCL Employees pursuant to the Fraser and Neave, Limited Share Plans.
The first grant of RSP and PSP for the FY2014 (“Year 1”) was also made on 3 October 2014. The second
grant of RSP and PSP (“Year 2”) was made on 19 August 2015. The details of the shares awarded under the
RSP and PSP in aggregate are as follows:
RSP Shares
Grant Date
Balance as at
01.10.2014
or Grant Date
if Later
Cancelled
Achievement
Factor
Vested
Balance as at
30.09.2015
or Grant Date
if Later
Replacement
FCL Awards *
Year 1
Year 2
03.10.2014
03.10.2014
19.08.2015
7,041,253
4,111,627
7,592,138
18,745,018
(96,335)
(102,500)
–
(198,835)
286,954
–
–
286,954
(4,215,991)
–
–
3,015,881
4,009,127
7,592,138
(4,215,991) 14,617,146
* The Replacement FCL Awards were granted to replace the 1,844,401 Outstanding F&N Awards.
PSP Shares
Replacement
FCL Awards **
Year 1
Year 2
Grant Date
03.10.2014
03.10.2014
19.08.2015
Balance as at
01.10.2014
or Grant Date
if Later
1,200,527
667,839
469,059
2,337,425
Cancelled
Achievement
Factor
Vested
Balance as at
30.09.2015
or Grant Date
if Later
–
–
–
–
379,428
–
–
379,428
(981,300)
–
–
(981,300)
598,655
667,839
469,059
1,735,553
** The Replacement FCL Awards were granted to replace the 370,246 Outstanding F&N Awards.
5.
AUDIT COMMITTEE
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act
(Chapter 50 of Singapore), which include, inter alia, the following:
(i)
reviewing quarterly and full-year financial statements of the Company and of the Group for the financial
year and the independent auditor’s report for the full-year prior to approval by the Board;
(ii)
reviewing and approving the internal and external audit plans to ensure the adequacy of the audit scope;
(iii)
reviewing the adequacy and effectiveness of the Group’s internal controls;
(iv)
reviewing with internal and external auditors, the audit report and their recommendations, and monitoring
the timely and proper implementation of any required corrective or improvement measures;
125
Frasers centrepoint limited & subsidiariesannual report 2015
DIRECTOR S’ STATEMENT
5.
AUDIT COMMITTEE (CONT’D)
(v)
reviewing the adequacy and effectiveness of the Group’s internal audit function, including the adequacy
of internal audit resources and its appropriate standing within the Group;
(vi) meeting with the external and internal auditors, in each case without the presence of the Company’s
management to review various audit matters as well as the assistance given by the Company’s
management to the external and internal auditors; and
(vii)
recommending to the Board regarding the appointment, re-appointment and removal of the external
auditor, and reviewing and approving the remuneration and terms of engagement of the external auditor.
Further details regarding the Audit Committee are disclosed in the Corporate Governance Report.
The Audit Committee has recommended to the Board of Directors the appointment of KPMG LLP as auditor of
the Company in place of retiring auditor, Ernst & Young LLP, at the forthcoming Annual General Meeting.
6.
AUDITOR
The retiring auditor, Ernst & Young LLP, will not be seeking re-appointment at the forthcoming Annual General
Meeting. KPMG LLP has expressed its willingness to accept appointment as auditor.
7.
OPINION OF THE DIRECTORS
In the opinion of the Directors,
(i)
the consolidated financial statements of the Group and the balance sheets and statement of changes
in equity of the Company are drawn up so as to give a true and fair view of the financial position of the
Group and of the Company as at 30 September 2015 and of the financial performance, changes in equity
and cash flows of the Group and changes in equity of the Company for the year ended 30 September
2015; and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they fall due.
On behalf of the Board
126
Charles Mak Ming Ying
Director
Sithichai Chaikriangkrai
Director
Singapore
19 November 2015
Frasers centrepoint limited & subsidiariesannual report 2015
INDEPENDENT AUD ITOR’S REPOR T
TO THE MEMBERS OF FRASERS CENTREPOINT LIMITED
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated financial statements of Frasers Centrepoint Limited (the “Company”)
and its subsidiaries (the “Group”), which comprise the balance sheets of the Group and the Company as at 30 September
2015, the statements of changes in equity of the Group and the Company and the consolidated profit statement,
consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year
then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of consolidated financial statements that give a true and fair view
in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial
Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a
reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions
are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial
statements and to maintain accountability of assets.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risk
of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation of consolidated financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial
Reporting Standards so as to give a true and fair view of the financial position of the Group and the Company as at 30
September 2015 and of the financial performance, changes in equity and cash flow of the Group and the changes in
equity of the Company for the year ended on that date.
127
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary
corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
ERNST & YOUNG LLP
Public Accountants and
Chartered Accountants
Singapore
19 November 2015
Frasers centrepoint limited & subsidiariesannual report 2015 CONSOLIDATED PROFIT STAT EMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2015
Group
2015
$'000
2014
(Restated)
$'000
Note
3
4a
4b
4c
4
14
5
6
11
7
8
3,561,525
(2,479,360)
2,203,026
(1,431,541)
1,082,165
(8,400)
(248,433)
771,485
(8,063)
(143,018)
825,332
279,430
620,404
144,583
1,104,762
764,987
36,799
(186,157)
44,885
(88,668)
(149,358)
(43,783)
955,404
243,350
721,204
234,537
1,198,754
(2,205)
955,741
(148,454)
1,196,549
(184,174)
807,287
(127,520)
1,012,375
679,767
543,830
219,612
7,832
771,274
241,101
469,817
171,309
(140,415)
500,711
179,056
1,012,375
24.9¢
679,767
20.4¢
9
REVENUE
Cost of sales
GROSS PROFIT
Other income/(losses)
Administrative expenses
TRADING PROFIT
Share of results of joint ventures and associates, net of tax
PROFIT BEFORE INTEREST, FAIR VALUE CHANGE,
TAXATION AND EXCEPTIONAL ITEMS
Interest income
Interest expense
NET INTEREST EXPENSE
PROFIT BEFORE FAIR VALUE CHANGE,
TAXATION AND EXCEPTIONAL ITEMS
Fair value change on investment properties
PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS
Exceptional items
PROFIT BEFORE TAXATION
Taxation
PROFIT FOR THE YEAR
ATTRIBUTABLE PROFIT:
– before fair value change and exceptional items
– fair value change
– exceptional items
Non-controlling interests
128
PROFIT FOR THE YEAR
EARNINGS PER SHARE
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 CON SOLIDATED STATEMENT OF COM PR EH EN SIVE I NCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2015
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit statement:
Net fair value change of cash flow hedges
Foreign currency translation
Share of other comprehensive income of joint ventures and associates
Realisation of reserves on disposal of a joint venture and an associate
Other comprehensive income for the year, net of tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO:
– shareholders of the Company
– holders of perpetual securities
– non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Group
2015
$'000
2014
(Restated)
$'000
1,012,375
679,767
33,718
(475,431)
175
(1,277)
3,423
(104,783)
591
–
(442,815)
(100,769)
569,560
578,998
357,834
46,924
164,802
420,063
–
158,935
569,560
578,998
129
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 BAL ANCE SHEETS
AS AT 30 SEPTEMBER 2015
Group
Company
30 September 30 September
2014
(Restated)
$'000
$'000
2015
Note
2013
(Restated)
$'000
1 October 30 September 30 September
2014
2015
$'000
$'000
NON-CURRENT ASSETS
Investment properties
Property, plant and equipment
Investments in:
– subsidiaries
– joint ventures
– associates
Financial assets
Intangible assets
Prepayments
Other receivables
Deferred tax assets
Derivative financial instruments
CURRENT ASSETS
Inventory
Properties held for sale
Prepaid land and development costs
Other prepayments
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Assets held for sale
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Derivative financial instruments
Provision for taxation
Loans and borrowings
NET CURRENT ASSETS
130
NON-CURRENT LIABILITIES
Other payables
Derivative financial instruments
Deferred tax liabilities
Loans and borrowings
NET ASSETS
SHARE CAPITAL AND RESERVES
Share capital
Retained earnings
Other reserves
Equity attributable to Owners of the Company
NON-CONTROLLING INTERESTS
– PERPETUAL SECURITIES
NON-CONTROLLING INTERESTS – OTHERS
TOTAL EQUITY
11 12,951,192 11,423,373
1,414,902
12
1,991,014
6,604,696
31,571
1,600
–
1,600
–
13
14
14
15
16
17
18
19
21
20
17
17
18
21
22
23
24
21
25
24
21
19
25
26
27
29
–
334,928
250,460
2,165
721,164
8,349
241,476
169,724
55,935
–
589,385
216,226
2,164
503,413
4,530
598,657
112,226
7,256
16,726,407 14,872,132
859,206
216,812
2,164
64,478
–
168,104
2,937
–
7,949,968
– 1,672,524
500
–
2,148
–
–
2,721,722
–
19,463
4,417,957
7,473
3,922,672
19,877
41,328
843,505
20,167
1,373,140
112,123
6,340,285
3,484
4,119
3,731,335
4,188,067
398,033
480,143
11,901
31,292
270,024
811,573
2,105
30,366
480,020
873,378
–
–
4,896,902
6,418,938
23,066,692 21,291,070 12,846,870
–
–
–
47
293,465
5,352
9,064
–
307,928
4,725,885
1,314,648
24,602
192,953
1,020,137
2,552,340
3,787,945
1,703,705
1,593,939
14,747
11,520
97,504
145,794
806,417
1,537,757
2,622,373
3,289,010
2,274,529
3,129,928
20,514,352 18,002,060 10,224,497
29,865
8,006
12,510
–
50,381
257,547
4,675,504
253,751
36,592
317,736
9,255,320
9,863,399
10,650,953
347,414
9,077
198,067
7,823,952
8,378,510
9,623,550
1,222,984
2,967
150,867
1,768,699
3,145,517
7,078,980
207,077
19,617
–
–
226,694
4,448,810
1,759,858
4,995,420
(245,798)
6,509,480
1,753,977
4,543,167
117,154
6,414,298
1,083,977
4,342,051
6,536
5,432,564
1,759,858
2,490,922
198,030
4,448,810
1,293,254
7,802,734
2,848,219
10,650,953
597,654
7,011,952
2,611,598
9,623,550
–
5,432,564
1,646,416
7,078,980
–
4,448,810
–
4,448,810
1,609,043
500
–
2,148
–
–
2,522,213
–
1,699
4,137,203
–
–
–
22
721,626
7,171
86,537
–
815,356
4,952,559
132,542
13,015
10,114
–
155,671
659,685
4,796,888
634,291
1,926
–
–
636,217
4,160,671
1,753,977
2,212,590
194,104
4,160,671
–
4,160,671
–
4,160,671
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 Group
2015
Opening balance at 1 October
2014, as previously reported
Effects of adopting FRS 110
Opening balance at 1 October
2014, as restated
Profit for the year
Other comprehensive income
Net fair value change of cash flow
hedges
Foreign currency translation
Share of other comprehensive
income of joint ventures and
associates
Realisation of reserves on disposal
of a joint venture and an
associate
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividend paid (Note 30)
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Dilution of non-controlling
interests in subsidiaries without
loss of control
Issuance costs incurred by
subsidiaries
Total changes in ownership
interests in subsidiaries
Total transactions with owners in
STATE MENTS OF CHANG ES IN EQUI T Y
FOR THE YEAR ENDED 30 SEPTEMBER 2015
Attributable to Owners of the Company
Share
Capital
(Note 26)
$'000
Retained
Earnings
$'000
Other
Reserves,
(Note 27)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interest –
Perpetual
Securities
(Note 29)
$'000
Non-
Controlling
Interests –
Others
$'000
Total
$'000
Total
Equity
$'000
1,753,977
–
4,565,577
(22,410)
115,995
1,159
6,435,549
(21,251)
597,654
–
7,033,203
54,572
(21,251) 2,557,026
7,087,775
2,535,775
1,753,977
–
4,543,167
724,350
117,154
–
6,414,298
724,350
597,654
46,924
7,011,952
771,274
2,611,598
241,101
9,623,550
1,012,375
–
–
–
–
–
–
–
–
–
–
–
24,839
(390,253)
24,839
(390,253)
175
175
(1,277)
(1,277)
(366,516)
(366,516)
–
–
–
–
–
24,839
(390,253)
8,879
(85,178)
33,718
(475,431)
175
(1,277)
–
–
175
(1,277)
(366,516)
(76,299)
(442,815)
724,350
(366,516)
357,834
46,924
404,758
164,802
569,560
5,881
–
–
–
–
–
(69,803)
(179,491)
(5,881)
9,003
(179,168)
179,491
–
9,003
(248,971)
–
5,881
(249,294)
3,445
(239,968)
–
–
–
(22,223)
(580)
45
74
(22,178)
(506)
(22,803)
119
(22,684)
–
–
–
–
–
–
–
–
–
–
9,003
(248,971)
–
–
–
(185,938)
–
–
9,003
(434,909)
–
(239,968)
(185,938)
(425,906)
(22,178)
259,039
236,861
(506)
(1,282)
(1,788)
131
(22,684)
257,757
235,073
(262,652)
71,819
(190,833)
their capacity as owners
5,881
(272,097)
3,564
(262,652)
Contributions by and distributions
to perpetual securities holders
Issue of perpetual securities, net
of costs
Distributions to perpetual
securities holders
Total contributions by and
distributions to perpetual
securities holders
Closing balance
–
–
–
–
–
–
–
–
–
–
–
–
695,600
695,600
(46,924)
(46,924)
648,676
648,676
–
–
–
695,600
(46,924)
648,676
at 30 September 2015
1,759,858
4,995,420
(245,798)
6,509,480
1,293,254
7,802,734
2,848,219
10,650,953
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015
STATE MENTS OF CHANG ES IN EQUI T Y
FOR THE YEAR ENDED 30 SEPTEMBER 2015 (CONT’D)
Attributable to Owners of the Company
Share
Capital
(Note 26)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 27)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interest –
Perpetual
Securities
(Note 29)
$'000
Non-
Controlling
Interests –
Others
$'000
Total
$'000
Total
Equity
$'000
Group
2014
Opening balance at 1 October
2013, as previously reported
Effects of adopting FRS 110
Opening balance at 1 October
2013, as restated
Profit for the year
Other comprehensive income
Net fair value change of cash flow
hedges
Foreign currency translation
Share of other comprehensive
income of joint ventures and
associates
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Preference shares redeemed
Employee share-based expense
Dividend paid (Note 30)
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests in
subsidiaries
Units/shares issued to non-
controlling interests
Dilution of non-controlling
interests in subsidiaries without
loss of control
Redemption of non-controlling
interest's preference shares
Issuance costs incurred by
subsidiaries
Total changes in ownership
interests in subsidiaries
Total transactions with owners in
1,083,977
–
4,363,384
(21,333)
3,725
2,811
5,451,086
(18,522)
1,083,977
–
4,342,051
500,711
6,536
–
5,432,564
500,711
–
–
–
–
–
–
–
–
–
3,242
(84,481)
3,242
(84,481)
591
591
(80,648)
(80,648)
500,711
(80,648)
420,063
1,000,000
(330,000)
–
–
–
–
–
–
(119,350)
(179,168)
–
–
12,231
–
179,168
1,000,000
(330,000)
12,231
(119,350)
–
670,000
(298,518)
191,399
562,881
–
–
–
–
–
–
–
–
(161)
(133)
(294)
–
(916)
–
–
–
(916)
(1,077)
(133)
(1,210)
their capacity as owners
670,000
(299,595)
191,266
561,671
132
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,451,086
(18,522)
27,200
1,619,216
5,478,286
1,600,694
5,432,564
500,711
1,646,416
179,056
7,078,980
679,767
3,242
(84,481)
181
(20,302)
3,423
(104,783)
591
–
591
(80,648)
(20,121)
(100,769)
420,063
158,935
578,998
1,000,000
(330,000)
12,231
(119,350)
–
–
–
–
(101,776)
–
1,000,000
(330,000)
12,231
(221,126)
–
562,881
(101,776)
461,105
–
818,820
818,820
(294)
113,996
113,702
–
(5,455)
(5,455)
(916)
(19,338)
(20,254)
(1,210)
908,023
906,813
561,671
806,247
1,367,918
Contributions by and distributions
to perpetual securities holders
Issue of perpetual securities, net
of costs
Total contributions by and
distributions to perpetual
securities holders
Closing balance
–
–
–
–
–
–
–
–
597,654
597,654
597,654
597,654
–
–
597,654
597,654
at 30 September 2014
1,753,977
4,543,167
117,154
6,414,298
597,654
7,011,952
2,611,598
9,623,550
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015
STATE MENTS OF CHANG ES IN EQUI T Y
FOR THE YEAR ENDED 30 SEPTEMBER 2015 (CONT’D)
Share
Capital
(Note 26)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 27)
$'000
Hedging
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Total
Equity
$'000
Company
2015
Opening balance at
1 October 2014
Profit for the year
Other comprehensive income
Net fair value change of cash
flow hedges
Total comprehensive income
for the year
Contributions by and
distributions to owners
Ordinary shares issued
Employee share-based
expenses
Dividend paid (Note 30)
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Closing balance at
30 September 2015
1,753,977 2,212,590
527,626
–
194,104
–
2,736
–
12,200
–
179,168 4,160,671
527,626
–
–
–
–
527,626
481
481
481
481
5,881
–
(5,881)
–
–
(69,803)
–
– (179,491)
9,003
(179,168)
179,491
5,881
(249,294)
3,445
–
–
–
–
–
–
–
(5,881)
–
–
–
481
528,107
–
9,003
–
– (179,168)
179,491
–
9,003
(248,971)
–
3,122
323
(239,968)
1,759,858 2,490,922
198,030
3,217
15,322
179,491 4,448,810
133
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 STATE MENTS OF CHANG ES IN EQUI T Y
FOR THE YEAR ENDED 30 SEPTEMBER 2015 (CONT’D)
Share
Capital
(Note 26)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 27)
$'000
Hedging
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Total
Equity
$'000
Company
2014
Opening balance at
1 October 2013
Profit for the year
Other comprehensive income
Net fair value change of cash
flow hedges
Total comprehensive income
for the year
Contributions by and
distributions to owners
Ordinary shares issued
Preference shares redeemed
Employee share-based
expenses
Dividend paid (Note 30)
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Closing balance at
30 September 2014
1,083,977 1,499,588
– 1,011,520
911
–
911
–
–
–
1,825
1,825
– 1,011,520
1,825
1,825
1,000,000
(330,000)
–
–
–
–
–
–
– (119,350)
– (179,168)
12,200
–
179,168
670,000
(298,518)
191,368
–
–
–
–
–
–
–
–
–
–
–
–
– 2,584,476
– 1,011,520
–
1,825
– 1,013,345
– 1,000,000
(330,000)
–
12,200
–
–
–
–
179,168
12,200
(119,350)
–
12,200
179,168
562,850
1,753,977 2,212,590
194,104
2,736
12,200
179,168 4,160,671
134
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 CONSOLIDATED CASH FLOW STAT EMEN T
FOR THE YEAR ENDED 30 SEPTEMBER 2015
CASH FLOW FROM OPERATING ACTIVITIES
Profit after taxation
Adjustments for:
Depreciation of property, plant and equipment
Net fair value change on investment properties
Share of results of joint ventures and associates
Amortisation of intangible assets
Loss on disposal of property, plant and equipment
Allowance for/(write-back of) doubtful trade receivables
Bad debts written off
Write-down to net realisable value of properties held for sale
Employee share-based expense
Goodwill on acquisition of subsidiaries written off
Gain on disposal of a subsidiary
Gain on disposal of a joint venture and an associate
Net fair value change on foreign currency forward contracts
Write-back of provision for impairment of investment
in an associate
Write-back of over provision of bank profit share
Interest income
Interest expense
Tax expense
Exchange difference
Operating profit before working capital changes
Change in trade and other receivables
Change in trade and other payables
Change in properties held for sale
Change in inventory
Cash generated from/(used in) operations
Income taxes paid
Net cash generated from/(used in) operating activities
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of/development expenditure on investment properties
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Investments in)/repayments of loans from joint ventures
and associates
Dividends from joint ventures and associates
Settlement of hedging instruments
Purchase of intangible assets
Interest received
Acquisition of subsidiaries, net of cash acquired
Disposal of a subsidiary, net of cash disposed of
Proceeds from disposal of a joint venture and an associate
Note
12
14
16
4b
4a
4a
4c
13d
7
4b
14
7
5
6
8
Group
2015
$'000
2014
(Restated)
$'000
1,012,375
679,767
40,027
(243,350)
(279,430)
741
388
154
10
45,417
9,003
–
(37,506)
(13,954)
10,346
–
–
(36,799)
186,157
184,174
(234,493)
643,260
436,097
(628,293)
327,262
(155)
12,496
(234,537)
(144,583)
544
2,820
(860)
3
4,199
5,259
4,441
–
–
(7,257)
(177)
(3,114)
(44,885)
88,668
127,520
(49,903)
440,401
(439,107)
(485,482)
58,987
(635)
778,171
(94,107)
(425,836)
(65,564)
684,064
(491,400)
11
12
(1,526,508)
(45,280)
2
(994,738)
(1,017,621)
11,106
135
16
13b
(57,927)
349,924
25,489
–
34,981
(257,698)
(9,820)
86,307
164,038
70,372
(21,954)
(5,564)
42,795
(3,140,349)
–
–
Net cash used in investing activities
(1,400,530)
(4,891,915)
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015
CONSOLIDATED CASH FLOW STATEM EN T
FOR THE YEAR ENDED 30 SEPTEMBER 2015 (CONT’D)
CASH FLOW FROM FINANCING ACTIVITIES
Dividends paid to non-controlling interests
Proceeds from issue of new units/shares by subsidiaries to non-controlling interests
Contributions from non-controlling interests of subsidiaries without change in
control
Dividends paid to shareholders
Proceeds from bank borrowings
Repayment of bank borrowings
Proceeds from issue of retail bonds, net of costs
Proceeds from issue of perpetual securities, net of costs
Distributions to perpetual securities holders
Proceeds from issue of new shares
Redemption of preference shares
Repayment of long-term loans to a related company
Interest paid
Issuance costs
Redemption of non-controlling interest's preference shares
Net cash generated from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effects of exchange rate on opening cash
Group
2015
$'000
2014
(Restated)
$'000
Note
29
26
26
(185,938)
–
(101,776)
818,820
236,861
(248,971)
4,319,825
(3,881,100)
497,518
695,600
(46,924)
–
–
–
(166,057)
(1,788)
–
113,702
(119,350)
6,680,079
(1,590,434)
–
597,654
–
1,000,000
(330,000)
(1,197,275)
(70,303)
(20,254)
(5,455)
1,219,026
5,775,408
502,560
867,938
(2,993)
392,093
478,983
(3,138)
Cash and cash equivalents at end of year
22
1,367,505
867,938
Analysis of Acquisitions of Subsidiaries
Net assets acquired:
Investment properties
Property, plant and equipment
Investment in joint ventures and associates
Intangible assets
Properties held for sale
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Cash and cash equivalents
Fair value of net assets
Goodwill arising from acquisition
Consideration paid in cash
Cash and cash equivalents of subsidiaries acquired
136
–
548,137
–
204,103
–
–
24,422
(85,062)
(493,979)
28,088
2,837,769
264,248
115,827
–
1,624,075
69,242
219,244
(1,062,589)
(1,374,670)
142,292
225,709
60,077
2,835,438
447,203
285,786
(28,088)
3,282,641
(142,292)
Cashflow on acquisition, net of cash and cash equivalents acquired
13b
257,698
3,140,349
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 CONSOLIDATED CASH FLOW STAT EMEN T
FOR THE YEAR ENDED 30 SEPTEMBER 2015 (CONT’D)
Group
2015
$'000
2014
(Restated)
$'000
Note
(19)
(62,313)
(1,128)
(9,820)
2,414
3,109
26,330
(41,427)
(37,506)
(78,933)
9,820
78,933
9,820
18
–
–
–
–
–
–
–
–
–
–
–
–
–
137
Analysis of Disposal of Subsidiary
Net assets disposed:
Property, plant and equipment
Properties held for sale
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Provision for taxation
Loans and borrowings
Gain on disposal
Consideration received
Less: Cash of subsidiary disposed off
Less: Cash held in escrow account
Net cash outflow on disposal of subsidiary
The accompanying Notes form an integral part of the Financial Statements.
Frasers centrepoint limited & subsidiariesannual report 2015 These notes form an integral part of the financial statements:
1.
CORPORATE INFORMATION
Frasers Centrepoint Limited (the “Company”) is a limited liability company incorporated and domiciled in
Singapore. On 9 January 2014, the Company commenced trading on the Main Board of the Singapore Exchange
Securities Trading Limited (“SGX-ST”) by way of introduction. TCC Assets Limited, incorporated in the British
Virgin Islands, became the immediate and ultimate holding company.
The registered office and principal place of business of the Company is located at 438 Alexandra Road, #21-00
Alexandra Point, Singapore 119958.
The principal activity of the Company is investment holding.
The principal activities of the significant subsidiaries, joint arrangements and associates are set out in Note 40.
Related companies in the financial statements refer to Frasers Centrepoint Limited group of companies and the
entities related to the shareholders of TCC Assets Limited.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of Preparation
The complete set of consolidated financial statements of the Company and its subsidiaries (collectively, the
“Group”), are prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company are prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (“$” or “S$”). All financial information presented in
Singapore Dollars has been rounded to the nearest thousand, unless otherwise stated.
Adoption of New and Revised Standards
The Group and the Company have applied the same accounting policies and methods of computation in the
preparation of the financial statements for the current financial year and are consistent with those used in the
previous financial year, except as disclosed below.
In the current year, the Group has adopted the following standards that are relevant and effective for financial
years beginning on or after 1 October 2014:
138
Revised FRS 27
Revised FRS 28
Amendments to FRS 36
Amendments to FRS 39
FRS 110
FRS 111
FRS 112
Amendments to FRS 32
Amendments to FRS 110,
FRS 111 and FRS 112
Amendments to FRS 110,
FRS 112 and FRS 27
Separate Financial Statements
Investments in Associates and Joint Ventures
Recoverable Amount Disclosures for Non-Financial Assets
Novation of Derivatives and Continuation of Hedge Accountings
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Offsetting Financial Assets and Financial Liabilities
Transition Guidance
Investment Entities
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.1
Basis of Preparation (cont’d)
Adoption of New and Revised Standards (cont’d)
Improvements to FRSs
(January 2014)
– Amendment to FRS 102
– Amendment to FRS 103
– Amendment to FRS 108 Operating Segments
– Amendment to FRS 16
– Amendment to FRS 24
– Amendment to FRS 38
Share Based Payment
Business Combinations
Property, Plant and Equipment
Related Party Disclosures
Intangible Assets
Improvements to FRSs
(February 2014)
– Amendment to FRS 103
– Amendment to FRS 113
– Amendment to FRS 40
Business Combinations
Fair Value Measurement
Investment Property
The adoption of the above standards did not result in any substantial change to the Group’s accounting policies
nor any significant impact on the financial statements, except for the following:
(i)
Subsidiaries
FRS 110 Consolidated Financial Statements introduces a new control model that requires management
to exercise significant judgement to determine which investees are controlled and therefore are required
to be consolidated by the Group. Control exists when the Group is exposed, or has rights, to variable
returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity.
In accordance with the transitional provisions of FRS 110, the Group has re-assessed the control conclusion
for its investees under the new control model. The Group assessed that it controls Frasers Centrepoint Trust
(“FCT”), Frasers Commercial Trust (“FCOT”) and Frasers Hospitality Trust (“FHT”), collectively, the Real Estate
Investment Trusts (the “REITs”). Although the Group owns less than half of the ownership interest and voting
power of FCT, FCOT and FHT, the activities of FCT, FCOT and FHT are managed by the Group’s wholly-owned
subsidiaries, namely, Frasers Centrepoint Asset Management Ltd., Frasers Centrepoint Asset Management
(Commercial) Ltd., and Frasers Hospitality Asset Management Pte. Ltd., respectively (collectively, the “REIT
Managers”). The REIT Managers have decision-making authority over the REITs, subject to oversight by
the trustee of the respective REITs. The Group’s overall exposure to variable returns, both from the REIT
Managers’ remuneration and their interests in the REITs, is significant and any decisions made by the REIT
Managers affect the Group’s overall exposure. Accordingly, the management has determined that the
Group has control over the REITs since inception and restated the relevant amounts as if these investees
had been consolidated from that date. The quantitative impact of the change is set out in Note 2.1(iv).
139
(ii)
Joint Arrangements
FRS 111 Joint Arrangements establishes the principles for classification and accounting for joint
arrangements. Under FRS 111, the Group has classified its interests in joint arrangements as either joint
operations, if the Group has rights to the assets and obligations for the liabilities of an arrangement,
or joint ventures, if the Group has rights only to the net assets of an arrangement. FRS 111 requires
joint ventures to be accounted for using the equity method whilst interests in joint operations will be
accounted for using the applicable FRSs relating to the underlying assets, liabilities, revenue and expense
items arising from the joint operations.
The Group has re-evaluated its involvement in its joint arrangements and has determined that it has
rights to the net assets of certain joint arrangements. These joint arrangements will be classified as joint
ventures under FRS 111 and will be accounted for using the equity method, wherein they were previously
accounted for using the proportionate consolidation method. The quantitative impact of the change is
set out in Note 2.1(iv).
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.1
Basis of Preparation (cont’d)
Adoption of New and Revised Standards (cont’d)
(iii)
Disclosures of Interests in Other Entities
FRS 112 Disclosure of Interests in Other Entities sets out the disclosures required to be made in respect
of all forms of an entity’s interests in other entities, including subsidiaries, joint arrangements, associates
and unconsolidated structured entities. The adoption of this standard would result in more extensive
disclosures being made in the Group’s financial statements in respect of its interests in other entities.
As a result of FRS 112, the Group has expanded its disclosures about its interests in subsidiaries (Note 13),
joint ventures (Note 14) and associates (Note 14) from 1 October 2014.
(iv)
Summary of Quantitative Impact
The change in accounting policies has been applied retrospectively in accordance with the transitional
provisions in FRS 110 and FRS 111.
The following tables summarise the impact of the adoption of FRS 110 and FRS 111 on the Group’s
financial position, financial performance and cash flows. The changes in accounting policies have no
material impact on earnings per share for the current and comparative periods.
Balance Sheet
Group
1 October 2013
Investment properties
Property, plant and equipment
Investments in joint ventures
and associates
Other non-current assets
Other current assets
Trade and other receivables
Properties held for sale
Cash and cash equivalents
Total assets
Trade and other payables
Other current liabilities
Provision for taxation
Loans and borrowings
Deferred tax liabilities
Other non-current liabilities
Total liabilities
Share capital
Retained earnings
Other reserves
Non-controlling interests
Total equity
As
Previously
Reported
$'000
Impact of
FRS 110
(Note 2.1(i))
$'000
Impact of
FRS 111
(Note 2.1(ii))
$'000
As
Restated
$'000
3,115,234
31,599
3,874,117
190
(384,655)
(218)
6,604,696
31,571
1,055,983
280,883
414,990
302,763
4,737,053
506,784
10,445,289
1,725,158
3,232
112,674
1,804,508
117,928
1,203,503
4,967,003
1,083,977
4,363,384
3,725
27,200
5,478,286
(839,171)
(43,200)
627
12,244
–
82,245
3,087,052
94,398
11,515
1,761
1,288,458
67,686
22,540
1,486,358
–
(21,333)
2,811
1,619,216
1,600,694
859,206
–
(94)
(44,983)
(1,005,718)
(109,009)
(685,471)
1,076,018
237,683
415,523
270,024
3,731,335
480,020
12,846,870
(115,851)
–
(16,931)
(517,850)
(34,747)
(92)
(685,471)
–
–
–
–
–
1,703,705
14,747
97,504
2,575,116
150,867
1,225,951
5,767,890
1,083,977
4,342,051
6,536
1,646,416
7,078,980
140
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.1
Basis of Preparation (cont’d)
Adoption of New and Revised Standards (cont’d)
(iv)
Summary of Quantitative Impact (cont’d)
Balance Sheet (cont'd)
As
Previously
Reported
$'000
Impact of
FRS 110
(Note 2.1(i))
$'000
Impact of
FRS 111
(Note 2.1(ii))
$'000
Finalisation
of Purchase
Price
Allocation
(Notes 13(b)(i)
and 16)
$'000
As
Restated
$'000
6,822,331
279,300
5,011,710
1,135,797
(410,668)
(195)
– 11,423,373
1,414,902
–
1,499,055
510,450
520,365
5,079,495
545,354
751,537
883,604
16,891,491
1,606,524
7,358
181,365
7,616,375
174,063
218,031
9,803,716
1,753,977
4,565,577
115,995
(1,170,748)
5,396
(160,500)
(141,746)
743
81,508
127,066
4,889,226
98,268
4,216
1,545
2,146,433
66,068
36,921
2,353,451
–
(22,410)
1,159
597,654
54,572
7,087,775
–
2,557,026
2,535,775
477,304
–
364,968
(757,545)
(177)
(21,472)
(137,292)
(485,077)
(110,853)
(54)
(37,116)
(401,099)
(37,494)
101,539
(485,077)
–
–
–
–
–
–
–
(12,433)
–
7,863
–
–
–
805,611
503,413
724,833
4,188,067
545,920
811,573
873,378
(4,570) 21,291,070
–
–
–
–
(4,570)
–
1,593,939
11,520
145,794
9,361,709
198,067
356,491
(4,570) 11,667,520
–
–
–
–
–
–
1,753,977
4,543,167
117,154
597,654
2,611,598
9,623,550
Group
30 September 2014
Investment properties
Property, plant and equipment
Investments in joint ventures
and associates
Intangible assets
Other non-current assets
Properties held for sale
Other current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Trade and other payables
Other current liabilities
Provision for taxation
Loans and borrowings
Deferred tax liabilities
Other non-current liabilities
Total liabilities
Share capital
Retained earnings
Other reserves
Non-controlling interests
– Perpetual securities
– Others
Total equity
141
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.1
Basis of Preparation (cont’d)
Adoption of New and Revised Standards (cont’d)
(iv)
Summary of Quantitative Impact (cont’d)
Income Statement
Group
Year ended 30 September 2014
Revenue
Cost of sales
Other income/(losses)
Administrative costs
Share of results of joint
ventures and associates
Net interest expense
Fair value change on
investment properties
Exceptional items
Taxation
Profit for the year
Profit attributable to:
– shareholders of the Company
– non-controlling interests
Profit for the year
Consolidated Cash Flow Statement
142
Group
Year ended 30 September 2014
Operating activities
Investing activities
Financing activities
As
Previously
Reported
$'000
Impact of
FRS 110
(Note 2.1(i))
$'000
Impact of
FRS 111
(Note 2.1(ii))
$'000
As
Restated
$'000
2,734,911
(1,963,757)
(3,028)
(131,296)
110,832
84,749
(5,035)
(13,540)
(642,717)
447,467
–
1,818
2,203,026
(1,431,541)
(8,063)
(143,018)
52,532
(11,305)
(72,955)
(35,937)
165,006
3,459
144,583
(43,783)
138,490
(119,787)
(155,513)
541,247
106,825
(28,667)
(7,752)
138,520
(10,778)
–
35,745
–
234,537
(148,454)
(127,520)
679,767
500,711
40,536
541,247
–
138,520
138,520
–
–
–
500,711
179,056
679,767
As
Previously
Reported
$'000
Impact of
FRS 110
(Note 2.1(i))
$'000
Impact of
FRS 111
(Note 2.1(ii))
$'000
As
Restated
$'000
47,125
(3,684,937)
4,013,367
(96,758)
(1,552,797)
1,694,522
(441,767)
345,819
67,519
(491,400)
(4,891,915)
5,775,408
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates
The preparation of the Group’s consolidated financial statements in conformity with FRS requires management
to make judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities at the
balance sheet date. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities and which are not readily apparent from other
sources.
Estimates and underlying assumptions are revised on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period
of the revision and future periods, if the revision affects both current and future periods.
(a)
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are discussed below.
(i)
Revenue Recognition and Estimation of Total Development Costs
For Singapore property development projects under progressive payment scheme, the Group
recognises revenue and cost of sales from partly completed development properties held for
sale based on the percentage of completion method. The stage of completion is measured in
accordance with the accounting policy stated in Note 2.7. Estimates are required in determining
the total estimated development costs which will affect the stage of completion. In making these
assumptions, the Group relies on references to information such as current offers and/or recent
contracts with contractors and suppliers, estimation of construction and material costs based on
historical experience, and the work of professional surveyors and architects. Revenue from partly
completed development properties held for sale is disclosed in Note 3.
(ii)
Valuation of Completed Investment Properties
The Group’s completed investment properties are stated at their estimated market values, which are
determined annually. The fair values are based on independent professional valuations conducted
annually except for certain overseas properties whereby valuations are performed internally
every year and at least once every two years, independent professional valuations are obtained
for cross-checking purposes. The fair value of completed investment properties is determined
using a combination of the Direct Comparison Method, Income Approach and Discounted Cash
Flow Analysis. These estimated market values may differ from the prices at which the Group’s
completed investment properties could be sold at a particular time, since actual selling prices
are negotiated between willing buyers and sellers. Also, certain estimates require an assessment
of factors not within the directors’ control, such as overall market conditions. As a result, actual
results of operations and realisation of these completed investment properties could differ from
the estimates set forth in these financial statements, and the difference could be significant. The
carrying amount of completed investment properties is as disclosed in the Group’s balance sheet.
143
The Group’s valuation policies and procedures are disclosed in Note 11.
(iii)
Valuation of Investment Properties under Construction (“IPUC”)
IPUC is measured at fair value if it can be reliably determined. If fair value cannot be reliably
determined, then IPUC is recorded at cost. The fair value of IPUC is determined using a combination
of market comparison and discounted cash flow analysis and investment comparable sales
and residual land value methods which considers the significant risks which are relevant to the
development process, including but not limited to construction and letting risks.
The Group’s valuation policies and procedures are disclosed in Note 11.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty (cont’d)
(iv)
Net Realisable Value of Properties Held for Sale
Properties held for sale are carried at lower of cost and net realisable value.
A write-down to net realisable value is made for properties held for sale when the net realisable
value has fallen below cost. In arriving at estimates of net realisable values, management considers
factors such as current market conditions, recent selling prices of the development properties and
comparable development properties less the estimated costs of completion and the estimated
costs necessary to make the sale.
The carrying amounts of properties held for sale is disclosed in Note 20.
(v)
Impairment of Intangible Assets – Goodwill
Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value
in use. The fair value less costs of disposal calculation is based on available data from binding
sales transactions, conducted at arm’s length, for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a discounted
cash flow (“DCF”) model. The cash flows are derived from the budget for the next five years and
do not include restructuring activities that the Group is not yet committed to or significant future
investments that will enhance the asset’s performance of the CGU being tested. The recoverable
amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-
inflows and the growth rate used for extrapolation purposes. These estimates are most relevant
to goodwill recognised by the Group. The key assumptions used to determine the recoverable
amount for the different CGUs are disclosed and further explained in Note 16.
The valuations of the goodwill arising from business combinations during the current year are
disclosed in Notes 13(b) and Note 16. There are no indicators of impairment as at the reporting
date.
(b)
Critical Judgements made in Applying Accounting Policies
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have significant effects on the amounts
recognised in the consolidated financial statements:
144
(i)
Income Taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant assumptions are
required in determining the group-wide provision for income taxes. The ultimate tax determination
of taxability of income and deductibility of expenses from certain transactions are uncertain during
the ordinary course of business. The tax computations of newly created tax consolidated groups
arising from business combinations would also be subject to uncertainty and formal assessment
by tax authorities. The Group recognises the liabilities for expected tax issues based on estimates
of whether additional taxes will be due. Where the final tax outcome of these matters is different
from the amounts that were initially recognised, such differences will impact the income tax and
deferred tax provisions in the period in which such determination is made. The carrying amounts
of provision for taxation, deferred tax assets and liabilities are as disclosed in the Group’s balance
sheet.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(b)
Critical Judgements made in Applying Accounting Policies (cont’d)
(ii)
Land Appreciation Tax
Under the Provisional Regulations on Land Appreciation Tax (“LAT”) implemented upon the issuance
of the Provisional Regulations of the People’s Republic of China (the “PRC”) on 27 January 1995,
all gains arising from the transfer of real estate property in China effective from 1 January 1994
are subject to LAT at progressive rates ranging from 30% to 60% on the appreciation of land value,
being the proceeds of sales of properties less deductible expenditure including amortisation of
land use rights, borrowing costs and all property development expenditure.
The subsidiaries of the Group engaging in property development business in China are subject to
land appreciation tax. However, the implementation of this tax varies amongst China cities and the
Group has not finalised its land appreciation tax returns with various tax authorities. Accordingly,
significant judgement is required in determining the amount of land appreciation and related taxes.
The ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises these liabilities based on management’s best estimates. When the final tax outcome
of these matters is different from the amounts that were initially recorded, such differences will
impact the provisions for land appreciation tax in the period in which such determination is made.
(iii) Operating Lease Commitments – Group as Lessor
The Group has entered into commercial property leases on its investment property portfolio. The
Group has determined, based on an evaluation of the terms and conditions of the arrangements,
that it retains all the significant risks and rewards of ownership of these properties which are leased
out on operating leases.
(iv)
Classification of Property
In determining whether a property is classified as investment property or property, plant and
equipment, the Group determines the business model and how much space is allocated to
ancillary services. The Group further analyses whether the quantum of other income derived from
ancillary services rendered is significant as compared to total revenue and other qualitative factors
such as the accommodation and amenities offerings.
(v)
Business Combinations
The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group
considers whether each acquisition represents the acquisition of a business or the acquisition of
an asset. The Group accounts for an acquisition as a business combination where an integrated
set of activities is acquired in addition to the property. More specifically, consideration is made
of the extent to which significant processes are acquired and, in particular, the extent of services
provided by the subsidiary (e.g. maintenance, cleaning, security, bookkeeping, hotel services). For
example, the Group assessed the acquisitions of the subsidiaries as disclosed in Note 13(b) as
purchases of businesses because of the strategic management function and associate processes
purchased along with the investment and development properties.
145
When the acquisition of a subsidiary does not represent a business, it is accounted for as an
acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets
and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is
recognised.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3
Basis of Consolidation and Business Combinations
(a)
Basis of Consolidation
The financial year of the Company and all its subsidiaries ends on 30 September unless otherwise stated.
The consolidated financial statements incorporate the financial statements of the Company and all
its subsidiaries made up to 30 September. The financial statements of subsidiaries are prepared using
consistent accounting policies. Adjustments are made to any dissimilar material accounting policies to
conform to the Group’s significant accounting policies. A list of the Group’s significant subsidiaries is
shown in Note 40.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the balance sheet date.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit
balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group losses control over a subsidiary, it:
–
–
–
–
–
–
–
derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying
amounts at the date when control is lost;
derecognises the carrying amount of any non-controlling interest;
derecognises the cumulative translation differences recorded in equity;
recognises the fair value of the consideration received;
recognises the fair value of any investment retained;
recognises any surplus or deficit in profit statement;
reclassifies the Group’s share of components previously recognised in other comprehensive
income to profit statement or retained earnings, as appropriate.
(b)
Business Combinations
Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired,
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in
which the costs are incurred and the services are received.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration, which is deemed
to be an asset or liability, will be recognised in accordance with FRS 39 either in the profit statement or as
changes to other comprehensive income. If the contingent consideration is classified as equity, it is not
remeasured until it is finally settled within equity.
In business combinations achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in the
profit statement.
146
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3
Basis of Consolidation and Business Combinations (cont’d)
(b)
Business Combinations (cont’d)
The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any), that are present ownership interests and entitle their holders to a proportionate share
of net assets in the event of liquidation, is recognised on the acquisition date at fair value, or at the non-
controlling interest’s proportionate share of the acquiree’s identifiable net assets. Other components of
non-controlling interests are measured on their acquisition date at fair value, unless another measurement
basis is required by another FRS.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously
held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets
and liabilities is recorded as goodwill. The accounting policy for goodwill is disclosed in Note 2.17(a).
In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain
purchase in the profit statement on the acquisition date.
Translation of Non-Controlling Interests
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly,
to owners of the Company and are presented separately in the consolidated profit statement and
consolidated statement of comprehensive income, and within equity in the consolidated balance sheet,
separately from the equity attributable to owners of the Company. Changes in the Company’s ownership
interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In
such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted
to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by
which the non-controlling interest is adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributable to owners of the Company.
(c)
Property Acquisitions and Business Combinations
Where property is acquired, via corporate acquisitions or otherwise, management considers the substance
of the assets and activities of the acquired entity in determining whether the acquisition represents the
acquisition of a business. The basis of the judgement is set out in Note 2.2(b)(v).
Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business
combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets
and liabilities of the entity based on their relative fair values at the acquisition date. Accordingly, no
goodwill or additional deferred taxation arises. Otherwise, acquisitions are accounted for as business
combinations.
2.4
Investment in Subsidiaries
147
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
2.5
Joint Arrangements and Associates
A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control
is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require the unanimous consent of the parties sharing control.
A joint arrangement is classified either as joint operation or joint venture, based on the rights and obligations of
the parties to the arrangement.
To the extent the joint arrangement provides the Group with rights to the assets and obligations for the liabilities
relating to the arrangement, the arrangement is a joint operation. To the extent the joint arrangement provides
the Group with rights to the net assets of the arrangement, the arrangement is a joint venture.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.5
Joint Arrangements and Associates (cont’d)
(a)
Joint Operations
The Group recognises in relation to its interest in a joint operation, its:
–
–
–
–
–
assets, including its share of any assets held jointly;
liabilities, including its share of any liabilities incurred jointly;
revenue from the sale of its share of the output arising from the joint operation;
share of the revenue from the sale of the output by the joint operation; and
expenses, including its share of any expenses incurred jointly.
The Group accounts for the assets, liabilities, revenues and expenses relating to its interests in a joint
operation in accordance with the accounting policies applicable to the particular assets, liabilities,
revenues and expenses.
(b)
Joint Ventures and Associates
An associate is an entity over which the Group has the power to participate in the financial and operating
policy decisions of the investee but does not have control or joint control of those policies.
The Group accounts for its investments in associates and joint ventures using the equity method from the
date on which it becomes an associate or joint venture.
On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the
net fair value of the investee’s identifiable assets and liabilities is accounted as goodwill and is included
in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the
investee’s identifiable assets and liabilities over the cost of the investment is included as income in the
determination of the entity’s share of the associate or joint venture’s profit or loss in the period in which
the investment is acquired.
Under the equity method, the investment in associates or joint ventures are carried in the balance sheet
at cost plus post-acquisition changes in the Group’s share of net assets of the associates or joint ventures.
The profit statement reflects the share of results of the operations of the associates or joint ventures.
Distributions received from joint ventures or associates reduce the carrying amount of the investment.
Where there has been a change recognised in other comprehensive income by the associates or joint
venture, the Group recognises its share of such changes in other comprehensive income. Unrealised
gains and losses resulting from transactions between the Group and associate or joint venture are
eliminated to the extent of the interest in the associates or joint ventures.
148
When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the
associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate or joint venture.
After application of the equity method, the Group determines whether it is necessary to recognise an
additional impairment loss on the Group’s investment in associates or joint ventures. The Group determines
at the end of each reporting period whether there is any objective evidence that the investment in the
associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment
as the difference between the recoverable amount of the associate or joint venture and its carrying value
and recognises the amount in profit statement.
The financial statements of the associates and joint ventures are prepared as the same reporting date as
the Company. Where necessary, adjustments are made to bring the accounting policies in line with those
of the Group.
In the Company’s separate financial statements, interests in joint ventures and associates are carried at
cost less impairment losses.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.6
Investment Properties
(a)
Completed Investment Properties
Completed investment properties are held either to earn rental income or for capital appreciation or both
and are treated as non-current assets.
Completed investment properties are initially recorded at cost, including transaction costs. Subsequent
to recognition, completed investment properties are measured at fair value and gains or losses arising
from changes in the fair value of completed investment properties are included in the profit statement in
the year in which they arise.
Completed investment properties are derecognised when either they have been disposed of or when the
completed investment properties are permanently withdrawn from use and no future economic benefit
is expected from its disposal. Any gains or losses on the retirement or disposal of a completed investment
property are recognised in the profit statement in the year of retirement or disposal.
Transfers are made to or from completed investment properties only when there is a change in use.
For a transfer from completed investment property to owner-occupied property, the deemed cost for
subsequent accounting is the fair value at the date of change in use. For a transfer from owner-occupied
property to completed investment property, the property is accounted for in accordance with the
accounting policy for fixed assets up to the date of change in use.
(b)
Investment Properties under Construction (“IPUC”)
IPUC are initially stated at cost which includes cost of land and construction, related overhead
expenditure and financing charges incurred during the period of construction and up to the completion
of construction.
IPUC are subsequently measured at fair value annually and on completion, with changes in fair values
being recognised in the profit statement when fair value can be measured reliably.
When completed, IPUC are transferred to investment properties.
When assessing whether the fair value of IPUC can be determined reliably, the Group considers, among
other things:
–
–
–
–
whether the asset is being constructed in a developed liquid market;
whether a construction contract with the contractor has been signed;
whether the required building and letting permits are obtained; and
what percentage of rentable area has been pre-leased to tenants.
IPUC for which fair value cannot be determined reliably is measured at cost less impairment.
149
The fair values of Singapore’s IPUC are determined annually based on the opinion of a qualified
independent valuer and valuations are performed using methods as deemed appropriate by the valuer.
The fair values of overseas’ IPUC are determined at least once every two years based on the opinion of a
qualified independent valuer or internal valuer and valuations are performed using methods as deemed
appropriate by the valuer.
The estimated value of future assets is based on the expected future income from the project, using
risk adjusted yields that are higher than the current yields of similar completed property. The remaining
expected costs of completion plus margin are deducted from the estimated future assets value.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.7
Properties Held for Sale
(a)
Development Properties Held for Sale
Development properties held for sale are properties acquired or being constructed for sale in the ordinary
course of business, rather than to be held for the Company’s own use, rental or capital appreciation.
Development properties held for sale are held as inventories and are measured at the lower of cost and
net realisable value.
The costs of development properties held for sale include:
–
–
–
freehold and leasehold rights for land;
amounts paid to contractors for construction; and
borrowing costs, planning and design costs, costs of site preparation, professional fees for legal
services, property transfer taxes, construction overheads and other related costs.
Non-refundable commissions paid to sales or marketing agents on the sale of real estate units are
expensed when incurred.
Net realisable value of development properties held for sale is the estimated selling price in the ordinary
course of the business, based on market prices at the end of the reporting period and discounted for
the time value of money if material, less the estimated costs of completion and the estimated costs
necessary to make the sale.
Development properties held for sale are stated at cost plus attributable profits less progress billings
if their revenue is recognised based on percentage of completion method (see accounting policy for
revenue recognition disclosed in Note 2.16).
Development properties held for sale are stated at cost if their revenue is recognised upon completion.
Payments received from purchasers prior to completion are included in “trade and other payables” as
“progress billings received in advance”.
Progress billings not yet paid by customers are included within “trade and other receivables”.
The costs of development properties recognised in profit statement on disposal are determined with
reference to the specific costs incurred on the property sold and an allocation of any non-specific costs
based on the relative size of the property sold.
When completed, development properties held for sale are transferred to completed properties held
for sale.
150
(b)
Completed Properties Held for Sale
Completed properties held for sale are stated at the lower of cost and net realisable value. Costs include
cost of land and construction, related overhead expenditure, and financing charges and other net costs
incurred during the period of development.
A write-down to net realisable value is made when it is anticipated that the net realisable value has fallen
below cost.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.8
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment. The cost of
an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition
for its intended use. Expenditure for additions, improvements and renewals are capitalised and expenditure for
maintenance and repair are charged to the profit statement. When assets are sold or retired, their cost and
accumulated depreciation are removed from the financial statements and any gain or loss resulting from their
disposal is included in the profit statement.
Property, plant and equipment except freehold lands, leasehold lands of more than 100 years and assets under
construction, are depreciated on the straight line method so as to write-off the cost of the assets over their
estimated useful lives. No depreciation is provided on freehold lands, leasehold lands of more than 100 years
and assets under construction. The estimated useful lives of the Group’s property, plant and equipment are as
follows:
Freehold lands, leasehold lands of more than 100 years and assets under construction
Leasehold lands (less than 100 years)
Buildings
Equipment, furniture and fittings
Motor vehicles
Not depreciated
Lease term
50 years
5 to 10 years
7 years
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The estimated useful lives and depreciation method are reviewed periodically to ensure that the method and
period of depreciation are consistent with the expected pattern of economic benefits from items of property,
plant and equipment.
Assets under construction are stated at cost and are not depreciated. Expenditure relating to assets under
construction (including borrowing costs) are capitalised when incurred. Depreciation will commence when the
development is completed.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit statement
in the year the asset is derecognised.
2.9
Financial Assets
(a)
Initial Recognition and Measurement
Financial assets within the scope of FRS 39 are classified as either financial assets at fair value through
profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets,
as appropriate. Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument.
151
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs. The Group determines
the classification of its financial assets at initial recognition.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.9
Financial Assets (cont’d)
(b)
Subsequent Measurement
The subsequent measurement of financial assets depend on their classification as follows:
(i)
Loans and Receivables
Non-derivative financial assets with fixed or determinable payment that are not quoted in an
active market are classified as loans and receivables. Subsequent to initial recognition, loans and
receivables are measured at amortised cost using the effective interest method, less impairment.
Gains and losses are recognised in the profit statement when the loans and receivables are
derecognised or impaired, and through the amortisation process.
(ii)
Available-for-Sale Financial Assets
Available-for-sale financial assets are those that are not classified in any of the other categories.
After initial recognition, available-for-sale financial assets are measured at fair value, with any
resultant gain or loss recognised in other comprehensive income, except that impairment losses,
foreign exchange gains and losses on monetary instruments and interest calculated using the
effective interest method are recognised in profit statement. The cumulative gain or loss previously
recognised in other comprehensive income is reclassified from equity to profit statement as a
reclassification adjustment when the financial asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are measured at
cost less impairment loss.
(c)
Derecognition
A financial asset is derecognised when the contractual rights to receive cash flow from the asset have
expired.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the
sum of the consideration received (including any new asset obtained less any new liability assumed) and
any cumulative gain or loss that has been recognised in other comprehensive income is recognised in
the profit statement.
2.10 Cash and Cash Equivalents
152
Cash on hand and in banks and fixed deposits which are held to maturity are classified and accounted for as
loans and receivables under FRS 39. The accounting policy is stated in Note 2.9.
For the purpose of cash flow statement, cash and cash equivalents consist of cash on hand and deposits in
banks, net of outstanding bank overdrafts.
2.11 Financial Liabilities
(a)
Initial Recognition and Measurement
Financial liabilities within the scope of FRS 39 are recognised when, and only when, the Group becomes
a party to the contractual provisions of the financial instrument. The Group determines the classification
of its financial liabilities at initial recognition.
Financial liabilities are recognised initially at fair value plus directly attributable transaction costs.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.11 Financial Liabilities (cont’d)
(b)
Subsequent Measurement
Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective
interest method.
Gains and losses are recognised in the profit statement when the liabilities are derecognised, and through
the amortisation process.
(c)
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or has
expired.
Where an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability, and the difference
in the respective carrying amounts is recognised in the profit statement.
2.12 Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event
and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of economic resources will be required to settle the obligation, the provision is
reversed. Where the effect of time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
2.13
Impairment
(a)
Impairment of Non-Financial Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any such indication exists, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of
disposal and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflow that are largely independent of those from other assets or groups of assets.
153
Impairment losses of continuing operations are recognised in profit statement, except for assets that are
previously revalued where the revaluation was taken to other comprehensive income. In this case, the
impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or may have decreased. If
such indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case, the carrying amount of the
asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the
asset in prior years. Reversal of an impairment loss is recognised in the profit statement unless the asset
is measured at revalued amount, in which case the reversal is treated as a revaluation increase. After such
a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.
The Group does not reverse in a subsequent period, any impairment loss recognised for goodwill.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.13
Impairment (cont’d)
(b)
Impairment of Financial Assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial
asset or group of financial assets is impaired.
(i)
Financial Assets Carried at Amortised Cost
For financial assets carried at amortised cost, the Group first assesses whether objective evidence
of impairment exists individually for financial assets that are individually significant, or collectively
for financial assets that are not individually significant. If the Group determines that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant or
not, it includes the asset in a group of financial assets with similar credit risk characteristics and
collectively assesses them for impairment. Assets that are individually assessed for impairment
and for which an impairment loss is, or continues to be recognised are not included in a collective
assessment of impairment.
If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity
investments carried at amortised cost has been incurred, the amount of the loss is measured as
the difference between the asset’s carrying amount and the present value of estimated future
cash flow discounted at the financial asset’s original effective interest rate. If a loan has a variable
interest rate, the discount rate for measuring any impairment loss is the current effective interest
rate. The carrying amount of the asset is reduced through the use of an allowance account. The
amount of the loss is recognised in the profit statement.
When the asset becomes uncollectible, the carrying amount of impaired financial asset is reduced
directly or if an amount was charged to the allowance account, the amounts charged to the
allowance account are written off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group considers factors such as the probability of insolvency or significant
financial difficulties of the debtor and default or significant delay in payments.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognised in the profit statement, to the extent that the carrying value of the asset does not
exceed its amortised cost at the reversal date.
154
(ii)
Financial Assets Carried at Cost
If there is objective evidence that an impairment loss on an unquoted equity instrument that
is not carried at fair value because its fair value cannot be reliably measured, or on a derivative
asset that is linked to and must be settled by delivery of such an unquoted equity instrument
has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flow discounted at the current
market rate of return for a similar financial asset. Such impairment losses are not reversed in
subsequent periods.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.13
Impairment (cont’d)
(b)
Impairment of Financial Assets (cont’d)
(iii)
Available-for-Sale Financial Assets
In the case of equity investments classified as available-for-sale, objective evidence of impairment
include (i) significant financial difficulty of the issuer or obligor, (ii) information about significant
changes with an adverse effect that have taken place in the technological, market, economic or
legal environment in which the issuer operates, and indicates that the cost of the investment in
equity instrument may not be recovered; and (iii) a significant or prolonged decline in the fair value
of the investment below its costs. ‘Significant’ is to be evaluated against the original cost of the
investment and ‘prolonged’ against the period in which the fair value has been below its original
cost.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its
cost (net of any principal payment and amortisation) and its current fair value, less any impairment
loss previously recognised in the profit statement, is transferred from equity to the profit statement.
Reversals in respect of equity instruments classified as available-for-sale are not recognised in
the profit statement. Increase in the fair value after impairment are recognised directly in other
comprehensive income. Reversals of impairment losses on debt instruments are reversed through
the profit statement, if the increase in fair value of the instrument can be objectively related to an
event occurring after the impairment loss was recognised in the profit statement.
2.14
Income Taxes
(a)
Current Income Tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Current income taxes are recognised in the profit statement except to the extent that the tax relates to
items recognised outside the profit statement, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
(b)
Deferred Tax
Deferred tax is provided using the liability method on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
155
–
–
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, where the timing of the reversal of the temporary differences can
be controlled and it is probable that the temporary differences will not reverse in the foreseeable
future.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.14
Income Taxes (cont’d)
(b)
Deferred Tax (cont’d)
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax
losses can be utilised except:
–
–
where the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet
date and are recognised to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted
or substantively enacted at the balance sheet date.
Deferred tax relating to items recognised outside the profit statement is recognised outside the profit
statement. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination is
adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.
(c)
Sales Tax
Revenue, expenses and assets are recognised net of the amount of sales tax except:
156
–
where the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
–
receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
2.15 Borrowing Costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the
acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the
activities to prepare the asset for its intended use or sale are in progress and the expenditure and borrowing
costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended
use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.16 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the
fair value of consideration received or receivable, taking into account contractually defined terms of payment
and excluding taxes or duty. The following specific recognition criteria must also be met before revenue is
recognised:
(a)
Properties Held for Sale
(i)
Sale of Completed Properties
Revenue from completed properties is recognised when the risks and rewards of ownership have
been transferred to the purchaser either through the transfer of legal title or equitable interest
in the properties, which is normally on unconditional exchange of contracts. For conditional
exchanges, sales are recognised only when all the significant conditions are satisfied.
(ii)
Sale of Properties under Development
The Group recognises revenue on properties under development when the significant risks and
rewards of ownership have been transferred to the purchasers. For residential development projects
under progressive payment scheme in Singapore, whereby the legal terms in the sales contracts
result in continuous transfer of work-in-progress to the purchasers, revenue is recognised based
on the percentage of completion method. Under the percentage of completion method, profit is
brought into profit statement only in respect of finalised sales contracts and to the extent that such
profit relates to the progress of construction work. The progress of construction work is measured
by the proportion of the construction and related costs incurred to date to the estimated total
construction and related costs for each project.
For executive condominium projects in Singapore, residential development projects under deferred
payment scheme in Singapore and overseas development projects, revenue will be recognised
upon the transfer of significant risks and rewards of ownership, which generally coincides with the
time the development units are delivered to the purchasers.
(b)
Rental Income
Rental and related income from completed investment properties are recognised on a straight line basis
over the lease term commencing on the date from which the lessee is entitled to exercise its right to use
the leased asset.
(c)
Hotel Income
Revenue from hotel operations is recognised on an accrual basis, upon rendering of the relevant services.
157
(d)
Dividends
Dividend income is recognised when the Group’s right to receive the payment is established.
(e)
Interest Income
Interest income is recognised using the effective interest method.
(f)
Management fees
Management fee is recognised on an accrual basis.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.17
Intangible Assets
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in
a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is
reflected in profit statement in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible assets may be impaired. The amortisation period and the
amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or
the expected pattern of consumption of future economic benefits embodied in the asset is accounted for
by changing the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite useful lives is recognised in profit statement
in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or
at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to
be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in profit statement when the asset
is derecognised.
(a)
Goodwill
Goodwill acquired in a business combination is initially measured at cost. Following initial recognition,
goodwill is measured at cost less accumulated impairment losses.
Goodwill is reviewed for impairment, at least annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired.
(b)
Brands
The brands were acquired in business combinations. The useful lives of the brands are estimated to be
indefinite because based on the current market share of the brands, management believes there is no
foreseeable limit to the period over which the brands are expected to generate net cash inflows for the
Group.
158
(c)
Favourable Leases
Favourable leases acquired in a business combination are initially measured at cost and are amortised on
a straight line basis over the lease term.
2.18 Foreign Currencies
(a)
Functional Currency
Items included in the financial statements of each entity in the Group are measured using the currency
that best reflects the economic substance of the underlying events and circumstances relevant to the
entity (the “functional currency”). The consolidated financial statements and financial statements of the
Company are presented in Singapore dollars, the functional currency of the Company.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.18 Foreign Currencies (cont’d)
(b)
Foreign Currency Transactions
Transactions in foreign currencies are measured in the respective functional currencies of the Company
and its subsidiaries at rates of exchange approximating those ruling at transaction dates. Monetary assets
and liabilities denominated in foreign currencies are translated at the rates ruling at the balance sheet date.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates ruling at the initial transaction dates. Non-monetary items measured
at fair value in a foreign currency are translated using the exchange rates at the date when the fair value
was measured. Exchange differences are dealt with in the profit statement.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the balance sheet date are recognised in the profit statement except for exchange differences arising on
monetary items that form part of the Group’s net investment in foreign subsidiaries, which are recognised
initially in other comprehensive income and accumulated under foreign currency translation reserve in
equity and recognised in the consolidated profit statement on disposal of the subsidiary. In the Company’s
separate financial statements, such exchange differences are recognised in the profit statement.
(c)
Foreign Currency Translation
The results and financial position of foreign operations are translated into Singapore dollars using the
following procedures:
–
–
assets and liabilities for each balance sheet presented are translated at the closing rate ruling at
that balance sheet date; and
income and expenses for each profit statement are translated at average exchange rates for the
year, which approximates the exchange rates at the dates of the transactions.
All resulting exchange differences are taken directly to other comprehensive income.
On disposal of a foreign operation, the cumulative amount of exchange differences recognised in other
comprehensive income relating to that foreign operation is recognised in the profit statement as a
component of the gain or loss on disposal.
2.19 Employee Benefits
(a)
Defined Contribution Plan
As required by law, the Group makes contributions to state pension schemes in accordance with local
regulatory requirements. The pension contributions are recognised as compensation expense in the
same period as the employment that gives rise to the contribution.
159
(b)
Employee Leave Entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is
made for the estimated liability for leave as a result of services rendered by employees up to the balance
sheet date.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.19 Employee Benefits (cont’d)
(c)
Share Plans
For equity-settled share-based payment transactions, the fair value of the services received is recognised
as an expense with a corresponding increase in equity over the vesting period during which the
employees become unconditionally entitled to the equity instrument. The fair value of the services
received is determined by reference to the fair value of the equity instrument granted at the grant date.
At each reporting date, the number of equity instruments that are expected to be vested are estimated.
The impact on the revision of the original estimates is recognised as an expense and as a corresponding
adjustment to equity over the remaining vesting period, unless the revision to the original estimates is due
to market conditions. No adjustment is made if the revision or actual outcome differs from the original
estimates due to market conditions.
For cash-settled share-based payment transactions, the fair value of the goods or services received is
recognised as an expense with a corresponding increase in liability. The fair value of the services received
is determined by reference to the fair value of the liability. Until the liability is settled, the fair value of the
liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value
recognised for the period.
The proceeds received from the exercise of the equity instruments, net of any directly attributable
transaction costs, are credited to share capital when the equity instruments are exercised.
2.20 Derivative Financial Instruments
The Group uses derivative financial instruments to hedge against risks associated with foreign currency and
interest rate fluctuations. Foreign exchange forward contracts are used to hedge its risks associated primarily
with foreign currency fluctuations. Interest rate swap contracts are used to hedge its risks associated with
interest rate fluctuations. It is the Group’s policy not to trade in derivative financial instruments.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. The changes in fair value of any derivative instruments that do not
qualify for hedge accounting are recognised immediately in the profit statement.
The Group applies hedge accounting for certain hedging relationships, which qualifies for hedge accounting.
For the purpose of hedge accounting, these hedges are classified as cash flow hedges. At the inception of
a hedge relationship, the Group formally designates and documents the hedge relationship to which the
Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the
hedge. Such hedges are expected to be highly effective in achieving offsetting changes in cash flow and are
assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial
reporting periods for which they were designated. Hedges which meet the strict criteria for hedge accounting
are accounted for as follows:
The effective portion of the gain or loss on the hedging instrument is recognised directly as other comprehensive
income in hedging reserve, while any ineffective portion is recognised immediately in the profit statement.
Amounts recognised as other comprehensive income are transferred to the profit statement when the hedged
transaction affects the profit statement, such as when the hedged financial income or financial expense is
recognised. If the forecast transaction or firm commitment is no longer expected to occur, amounts previously
recognised in equity are transferred to the profit statement. If the hedging instrument expires or is sold,
terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts
previously recognised in other comprehensive income remain in other comprehensive income until the forecast
transaction or firm commitment occurs.
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Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.21 Assets Held for Sale
Assets that are expected to be recovered primarily through sale rather than through continuing use, are classified
as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with
the applicable FRSs. Therefore, the assets are generally measured at the lower of their carrying amount and fair
value less costs to sell. Impairment losses on initial classification as held for sale or distribution and subsequent
gains or losses on remeasurement are recognised in profit statement.
2.22 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the
arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific
asset or assets and the arrangement conveys a right to use the asset, even if that right is not explicitly specified
in an arrangement.
(a)
As Lessee
Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership
of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if
lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the
amount capitalised. Lease payments are apportioned between the finance charges and reduction of the
lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to profit statement. Contingent rents, if any, are charged as expenses in the periods
in which they are incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the
lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease
term.
Operating lease payments are recognised as an expense in profit statement on a straight-line basis over
the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of
rental expense over the lease term on a straight-line basis.
(b)
As Lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same bases as rental
income. The accounting policy for rental income is stated in Note 2.16. Contingent rents are recognised
as revenue in the period in which they are earned.
2.23 Exceptional Items
161
Exceptional items are one-off items of income and expense of such size, nature or incidence that their disclosure
is relevant to explain the performance of the Company and Group for the year arising from non-recurring and
non-operating transactions.
2.24 Share Capital and Share Issuance Expenses
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly
attributable to the issuance of such shares are deducted against share capital.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.25 Contingencies
A contingent liability is:
–
–
a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group and the Company; or
a present obligation that arises from past events but is not recognised because it is not probable that
an outflow of resources embodying economic benefits will be required to settle the obligation or the
amount of obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised on the balance sheet of the Group and the Company, except for
contingent liabilities assumed in a business combination that are present obligations and which the fair values
can be reliably determined.
3.
REVENUE
Properties held for sale:
– recognised on completed contract method
– recognised on percentage of completion method
Rent and related income
Hotel income
Fee income and others
4.
TRADING PROFIT
Trading profit includes the following:
162
(a)
Cost of Sales includes:
Cost of properties held for sale
Write-down to net realisable value of properties held for sale
Operating costs of investment properties that generated rental income
Operating costs of hotels
Depreciation of property, plant and equipment
Staff costs
Defined contribution plans
Allowance for doubtful trade receivables
Write-back of allowance for doubtful trade receivables
Group
2015
$'000
2014
(Restated)
$'000
2,180,230
119,827
2,300,057
1,261,368
246,082
1,507,450
837,139
374,457
49,872
3,561,525
567,612
86,002
41,962
2,203,026
Group
2015
$'000
2014
(Restated)
$'000
(1,855,959)
(45,417)
(217,435)
(153,722)
(31,315)
(148,117)
(12,679)
(782)
628
(1,161,588)
(4,199)
(130,186)
(30,595)
(9,524)
(54,584)
(4,156)
(1,134)
1,994
Note
20
12
18
18
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
4.
TRADING PROFIT (CONT’D)
Trading profit includes the following (cont’d):
(b)
Other Income/(Losses) includes:
Fair value (loss)/gain on foreign currency forward contracts
Foreign exchange loss
Loss on disposal of property, plant and equipment
Gain on disposal of a subsidiary
Others
(c)
Administrative Expenses includes:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Audit fees paid to:
– auditors of the Company
– other auditors
Non-audit fees paid to:
– auditors of the Company
– other auditors
Directors of the Company:
– Fee
– Remuneration of members of Board Committees
Resigned Directors of the Company:
– Fee
– Remuneration of members of Board Committees
Key executive officers:
– Remuneration
– Provident fund contribution
– Employee share-based expense
Staff costs
Defined contribution plans
Employee share-based expense
Note
13d
12
16
Group
2015
$'000
2014
(Restated)
$'000
(10,346)
(41,435)
(388)
37,506
6,263
(8,400)
(8,712)
(741)
(1,127)
(1,921)
(304)
(604)
(919)
(706)
–
–
(6,437)
(69)
(2,464)
(101,616)
(6,821)
(4,052)
7,257
(13,010)
(2,820)
–
510
(8,063)
(2,972)
(544)
(849)
(1,803)
(285)
(337)
(697)
(499)
(32)
(17)
(6,282)
(66)
(2,178)
(40,218)
(3,564)
(3,081)
163
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
5.
INTEREST INCOME
Interest income from loans and receivables:
– Related companies
– Non-controlling interest
– Fixed deposits and bank balances
Interest rate swaps:
– Unrealised
– Realised
6.
INTEREST EXPENSE
Interest expense:
– Loans and borrowings
– Related companies
Interest rate swaps:
– Unrealised
– Realised
7.
EXCEPTIONAL ITEMS
164
Transaction costs on acquisition of subsidiaries
Transaction costs on acquisition of property, plant and equipment
Gain on disposal of a joint venture and an associate
Write-back of over provision of bank profit share
Write-off of part consideration of loans from a related company1
Group
2015
$'000
2014
(Restated)
$'000
11,791
3,234
15,974
30,999
1,653
4,147
36,799
15,890
7,143
13,851
36,884
8,001
–
44,885
Group
2015
$'000
2014
(Restated)
$'000
(152,494)
–
(152,494)
(30,584)
(3,079)
(186,157)
(60,056)
(25,422)
(85,478)
–
(3,190)
(88,668)
2015
$'000
(3,582)
(12,577)
13,954
–
–
(2,205)
Group
2014
(Restated)
$'000
(100,003)
(9,789)
–
3,114
(41,776)
(148,454)
1
Immediately prior to the Company’s listing on 9 January 2014, the Company repaid certain loans from a related company. The excess of
the consideration over the carrying value of the loans was written off to the profit statement at the time of redemption.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
8.
TAXATION
(a) Major Components of Income Tax Expense
The major component of income tax expense for the years ended 30 September are:
Based on profit for the year:
– Current taxation
– Withholding tax
– Deferred taxation
(Over)/under provision in prior years:
– Current taxation
– Deferred taxation
(b)
Reconciliation between Tax Expense and Accounting Profit
Profit before taxation
Less: Share of results of joint ventures and associates
Profit before share of results of joint ventures and associates and taxation
Group
2015
$'000
2014
(Restated)
$'000
134,278
12,757
32,229
179,264
(10,293)
15,203
4,910
184,174
73,960
7,285
34,907
116,152
1,507
9,861
11,368
127,520
Group
2015
$'000
1,196,549
(279,430)
917,119
2014
(Restated)
$'000
807,287
(144,583)
662,704
A reconciliation of the statutory tax rate to the Group’s effective tax rate applicable to profit before taxation and
share of results of joint ventures and associates for the years ended 30 September are as follows:
Singapore statutory rate
Effect of different tax rates of other countries
Income not subject to tax
Expenses not deductible for tax purposes
Losses not allowed to be set off against future taxable profits
Utilisation of previously unrecognised tax losses
Under provision in prior years
Income from REITs not subject to tax
Tax benefits on current losses not recognised
Tax effect of fair value change on investment properties
Withholding tax
Tax effect arising from the formation of Australia tax consolidated group
Tax effect of distributions of perpetual securities holders
Others
Effective tax rate
165
Group
2015
%
17.0
4.8
(1.9)
1.8
1.5
(0.3)
0.5
(2.2)
1.0
(1.4)
1.4
(2.0)
(0.8)
0.7
20.1
2014
%
17.0
3.7
(2.7)
6.7
0.3
(3.1)
1.7
(2.3)
0.4
(4.2)
1.1
–
–
0.6
19.2
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 8.
TAXATION (CONT’D)
During the current year, certain subsidiaries in Singapore have transferred losses of $26,386,000 (Year
of Assessment (“YA”) 2014: $8,148,000) arising from YA 2015 to set off against the taxable income of other
companies in the Group. Of the tax losses transferred to date under the Singapore group relief system, tax
benefits of $1,007,000 (2014: Nil) have been recognised during the financial year 2015. Potential tax benefits
of $8,563,000 (2014: $5,194,000) in respect of the remaining tax losses have not been recognised as they are
subject to compliance with the relevant tax legislation governing group relief and agreement of the Inland
Revenue Authority of Singapore.
As at 30 September 2015, certain subsidiaries have unutilised tax losses of approximately $233,436,000 (2014:
$177,620,000) and unabsorbed capital allowances of $1,162,000 (2014: $2,343,000) available for set off against
future taxable profits. These tax losses and capital allowances can be carried forward with no expiry dates.
Deferred tax assets of $51,855,000 (2014: $37,537,000) in respect of these losses and capital allowances have
not been recognised due to uncertainty of their recoverability. The utilisation of tax losses and capital allowances
is subject to the agreement of the respective tax authorities and compliance with certain provisions of the tax
legislations of the respective jurisdictions in which the Group operates.
In the United Kingdom, the corporate tax rate was reduced from 21% to 20% with effect from 1 April 2015. In
financial year 2014, the corporate tax rate was reduced from 23% to 21% with effect from 1 April 2014.
9.
EARNINGS PER SHARE
Basic and diluted earnings per share is computed by dividing the Group’s attributable profit (after adjusting for
distributions to perpetual securities holders of $46,924,000 (2014: Nil)) by the weighted average number of
ordinary shares in issue during the financial year. The following table reflects the profit and share data used in
the computation of basic and diluted earnings per share for the years ended 30 September:
Attributable profit to shareholders of the Company:
– before fair value change and exceptional items
– after fair value change and exceptional items
166
Weighted average number of ordinary shares in issue
Effects of dilution – share plans
Weighted average number of ordinary shares for
diluted earnings per share computation
Earnings Per Ordinary Share ("EPS")
(a)
Basic earnings per share:
– before fair value change and exceptional items
– after fair value change and exceptional items
(b)
On a fully diluted basis:
– before fair value change and exceptional items
– after fair value change and exceptional items
Group
2015
$'000
2014
(Restated)
$'000
496,906
724,350
469,817
500,711
No. of Shares
'000
'000
2,893,873
16,353
2,457,316
–
2,910,226
2,457,316
17.2¢
25.0¢
17.1¢
24.9¢
19.1¢
20.4¢
19.1¢
20.4¢
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
10.
SEGMENT INFORMATION
The Group’s operating businesses are organised and managed separately according to the nature of activities. The
Group’s operating business segments are namely commercial properties, development properties, hospitality,
Frasers Property Australia and corporate and others.
The Group operates in five main geographical areas, namely, Singapore, Australia, Europe, China and others.
Geographical segment revenue is based on geographical location of the Group’s customers. Geographical
segment assets is based on geographical location of the Group’s assets. Segment accounting policies are the
same as the policies described in Note 2. Inter-segment sales are based on terms agreed between the related
companies.
Changes in Business Segment Reporting
Following the Group’s acquisition of the diversified property group Australand last year, Australand, with effect
August 2015, is now known as Frasers Property Australia (“FPA”) and will adopt the international Frasers Property
brand. The re-branding marks the completion of the integration of Australand with FCL’s original Australia
development business. As a consequence of integrating FPA into the Group’s business and consolidating the
REITs pursuant to FRS 110, management has rationalised and made changes to its business segments for financial
reporting to reflect FCL’s key operating divisions. Key changes made are as follows:
(i)
(ii)
(iii)
(iv)
consolidating FCL’s non-REIT Singapore investment property portfolio; its 2 commercial REITs, FCT and
FCOT, and the related fee-based income business into an enlarged commercial properties segment;
amending development properties segment to only comprise Singapore, China, UK and Malaysia
development portfolio with the original Australian portfolio now subsumed under the enlarged FPA
segment (refer to item (iv));
reporting FHT, which was previously under the REIT segment, together with the Hospitality business
segment; and
amalgamating FPA’s (formerly Australand) financial performance together with FCL’s original Australian
property development portfolio, forming the enlarged Frasers Property Australia reporting segment.
The comparative segment information have been restated to take into account the above changes.
167
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2015
The following table presents financial information regarding business segments:
Business Segment
Commercial
Properties
$'000
Development
Properties Hospitality
$'000
$'000
Frasers
Property
Australia
$'000
Corporate
& Others Eliminations
$'000
$'000
Group
$'000
Revenue – external
Revenue – inter-segment
Revenue – intra-segment
Total revenue
Subsidiaries
Joint ventures and associates
PBIT *
Interest income
Interest costs
Profit before fair value
change, taxation and
exceptional items
Fair value change on
investment properties
Profit before taxation and
exceptional items
Exceptional items
Profit before taxation
Taxation
Profit for the year
Non-current assets
Current assets
Investments in joint ventures
and associates
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Write-down to net realisable
value of properties held
for sale
Attributable profit before fair
value change and
exceptional items
Fair value change
Exceptional items
Attributable profit
408,117
45,893
6,621
460,631
261,666
75,862
337,528
1,203,531
–
–
1,203,531
566,255
–
132,676
698,931
1,372,934
–
10,364
1,383,298
276,949
157,782
122,629
1,852
226,624
43,369
434,731
124,481
269,993
10,688
16,448
12,300
39,436
(62,536)
565
(61,971)
54,820
–
109,286
79,099
145
–
13,954
(15,873)
(286)
–
–
(62,341)
(161,961)
(224,302)
3,561,525
–
–
3,561,525
–
–
–
–
–
825,332
279,430
1,104,762
36,799
(186,157)
955,404
243,350
1,198,754
(2,205)
1,196,549
(184,174)
1,012,375
8,354,640
142,799
117,542
2,100,445
4,355,718
130,452
3,011,331
2,401,718
132,064
191,731
– 15,971,295
4,967,145
–
213,762
333,357
–
33,448
4,821
161,325
671,762
232,370
358,819
205,317
796,628
–
912
20
–
84
537,664
264,180
27,554
235,117
–
6,723
2,359
–
4,789
–
45,417
–
–
–
99,376
75,132
–
174,508
361,499
–
13,954
375,453
34,282
55,071
(5,836)
83,517
73,103
89,315
(286)
162,132
(24,430)
94
–
(24,336)
–
–
–
–
–
–
–
–
–
–
585,388
169,724
1,373,140
23,066,692
1,629,593
10,275,457
510,689
12,415,739
1,571,788
264,180
40,062
45,417
543,830
219,612
7,832
771,274
168
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2015 (cont’d)
The following table presents financial information regarding geographical segments:
Geographical Segment
Singapore
$'000
Australia
$'000
Europe
$'000
China
$'000
Others(1)
$'000
Group
$'000
Total revenue
PBIT*
Non-current assets
Current assets
Investments in joint ventures and
associates
Tax assets
Bank deposits and cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Write-down to net realisable value of
properties held for sale
Exceptional items
1,226,264
494,153
1,549,816
316,242
194,437
47,587
9,114,971
1,521,928
4,415,963
2,451,158
1,615,943
417,911
458,344
209,572
283,739
508,190
132,664
37,208
3,561,525
1,104,762
540,679
67,958
15,971,295
4,967,145
369,124
33,448
–
182,375
441
557,095
469,887
213,186
336,428
52,997
585,388
169,724
1,373,140
23,066,692
1,629,593
10,275,457
510,689
12,415,739
1,162,199
–
11,947
260,044
–
21,545
147,183
264,180
3,187
362
–
977
–
1,111
–
(13,958)
13,115
(6,435)
32,302
–
2,000
–
2,406
–
17,077
1,571,788
264,180
40,062
45,417
(2,205)
PBIT – Profit before interest, fair value change, taxation and exceptional items.
*
(1) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
169
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2014 (Restated)
The following table presents financial information regarding business segments:
Corporate
& Others Eliminations
$'000
$'000
Group
$'000
Commercial
Properties
$'000
Development
Properties Hospitality
$'000
$'000
398,911
12,703
47,791
459,405
269,074
28,590
297,664
719,300
–
–
719,300
174,182
108,974
283,156
255,653
–
32,761
288,414
81,667
3,378
85,045
Frasers
Property
Australia
$'000
821,749
–
12,294
834,043
124,157
803
124,960
7,413
626
–
8,039
(28,676)
2,838
(25,838)
Business Segment
Revenue – external
Revenue – inter-segment
Revenue – intra-segment
Total revenue
Subsidiaries
Joint ventures and associates
PBIT*
Interest income
Interest costs
Profit before fair value
change, taxation and
exceptional items
Fair value change on
investment properties
Profit before taxation and
exceptional items
Exceptional items
Profit before taxation
Taxation
Profit for the year
Non-current assets
Current assets
Investments in joint ventures
and associates
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Write-down to net realisable
value of properties held
for sale
Attributable profit before
fair value change and
exceptional items
Fair value change
Exceptional items
Attributable profit
170
–
(13,329)
(92,846)
(106,175)
2,203,026
–
–
2,203,026
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
620,404
144,583
764,987
44,885
(88,668)
721,204
234,537
955,741
(148,454)
807,287
(127,520)
679,767
13,954,295
5,545,560
805,611
112,226
873,378
21,291,070
1,961,950
9,361,709
343,861
11,667,520
2,012,359
448,326
12,524
4,199
469,817
171,309
(140,415)
500,711
205,214
–
28,844
–
479
(638)
3,114
(37,560)
(53,606)
(59,764)
7,147,868
326,801
283,624
2,110,939
3,006,757
148,248
3,299,311
2,911,453
216,735
48,119
177,604
504,093
7,460
112,081
4,373
161,640
952,730
195,183
474,583
177,814
948,701
–
244
95
–
54
1,053,188
5,312
10,987
8,392
442,762
527
1,983
252
712
–
2,076
–
2,123
–
121,174
144,439
(638)
264,975
235,192
–
2,492
237,684
37,507
(168)
(28,898)
8,441
69,008
24,826
(53,606)
40,228
6,936
2,212
(59,765)
(50,617)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2014 (Restated) (cont’d)
The following table presents financial information regarding geographical segments:
Geographical Segment
Total revenue
PBIT*
Non-current assets
Current assets
Investments in joint ventures and
associates
Tax assets
Bank deposits and cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Write-down to net realisable
value of properties held for sale
Exceptional items
Singapore
$'000
Australia
$'000
680,094
438,091
947,045
180,650
7,903,192
1,720,904
4,682,527
2,847,573
Europe
$'000
291,789
84,579
614,922
328,171
China
$'000
Others(1)
$'000
Group
$'000
238,659
39,122
260,859
562,911
45,439
22,545
2,203,026
764,987
492,795
86,001
13,954,295
5,545,560
456,397
112,081
342
88,937
147,854
926,478
566,769
126,159
289,765
52,779
805,611
112,226
873,378
21,291,070
1,961,950
9,361,709
343,861
11,667,520
1,450,275
5,474
6,383
108,086
442,852
3,286
–
(85,159)
–
(67,956)
138,575
–
1,346
2,076
4,661
300
–
973
–
–
315,123
–
536
2,012,359
448,326
12,524
2,123
–
4,199
(148,454)
PBIT – Profit before interest, fair value change, taxation and exceptional items.
*
(1) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
171
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
11.
INVESTMENT PROPERTIES
Completed
Investment
Properties
$'000
Investment
Properties Under
Construction
$'000
Total
Investment
Properties
$'000
Group
Balance Sheet
Cost
At 1 October 2013, as reported
Effects of adopting FRS 110
Effects of adopting FRS 111
At 1 October 2013, as restated
Currency re-alignment
Transfer from prepayments
Transfer from properties held for sale
Additions
Fair value change
Acquisitions of subsidiaries
At 30 September 2014 and 1 October 2014,
as restated
Currency re-alignment
Transfer from prepayments
Transfer upon completion
Transfer to property, plant and equipment (Note 12)
Additions
Fair value change
At 30 September 2015
2,871,284
3,874,117
(140,705)
6,604,696
(65,170)
–
616,405
275,088
176,168
2,806,053
10,413,240
(378,458)
–
209,777
(90,931)
325,943
184,299
10,663,870
Profit Statement
Rental income from completed investment properties:
– Minimum lease payments
– Contingent rent based on tenants' turnover
172
Direct operating expenses (including repairs and
maintenance) arising from:
– Rental generating properties
Company
Balance Sheet
Cost
At 1 October 2013
Fair value change
At 30 September 2014 and 1 October 2014
Fair value change
At 30 September 2015
243,950
–
(243,950)
–
(634)
259,401
–
719,650
–
31,716
1,010,133
(4,303)
290,704
(209,777)
–
1,200,565
–
2,287,322
3,115,234
3,874,117
(384,655)
6,604,696
(65,804)
259,401
616,405
994,738
176,168
2,837,769
11,423,373
(382,761)
290,704
–
(90,931)
1,526,508
184,299
12,951,192
2015
$'000
2014
(Restated)
$'000
827,703
9,436
837,139
557,124
10,488
567,612
217,435
130,186
Completed
Investment
Properties
$'000
1,650
(50)
1,600
–
1,600
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 11.
INVESTMENT PROPERTIES (CONT’D)
(a)
Completed Investment Properties
Completed investment properties comprise serviced residences, commercial and industrial properties that are
leased mainly to third parties under operating leases (Note 37).
Completed investment properties are stated at fair value which has been determined based on valuations
performed at balance sheet date. Valuations are performed by accredited internal or external independent
valuers with recognised and relevant professional qualification and with recent experience in the location and
category of the properties being valued.
The valuations are based on open market values on the highest and best use basis and were prepared primarily
using the Direct Comparison Method, Income/Investment Approach, Discounted Cash Flow Analysis and
Capitalisation Method. In relying on the valuation reports, management has exercised its judgement and is
satisfied that the valuation methods and estimates are reflective of current market conditions.
Where external independent professional valuations were obtained, these were carried out by the following
valuers:
Country
Singapore
2015
Valuers
2014
Valuers
Knight Frank Pte Ltd
Knight Frank Pte Ltd
Colliers International Consultancy
& Valuation Singapore Pte Ltd
Colliers International Consultancy
& Valuation Singapore Pte Ltd
Jones Lang LaSalle Property
Consultants Pte Ltd
Jones Lang LaSalle Property
Consultants Pte Ltd
Savills Valuation and Professional
Services (S) Pte Ltd
CBRE Pte Ltd
DTZ Debenham Tie Leung
(SE Asia) Pte Ltd
United Kingdom
Savills Advisory Services Limited
Savills Commercial Limited
Savills (UK) Limited
Jones Lang LaSalle Limited
Australia
CBRE Valuations Pty Limited
CBRE Valuations Pty Limited
Knight Frank Australia Pty Ltd
Knight Frank Australia Pty Ltd
Jones Lang LaSalle Advisory
Services Pty Limited
Savills Valuations Pty Ltd
CIVAS (VIC) Pty Limited
M3 Property Pty Ltd
Jones Lang LaSalle Advisory
Services Pty Limited
173
Savills Valuations Pty Ltd
CIVAS (VIC) Pty Limited
M3 Property Pty Ltd
Urbis Valuations Pty Limited
Urbis Valuations Pty Limited
Colliers International, Australia
Knight Frank Valuations Canberra
The Philippines
Asian Appraisal Company, Inc.
Asian Appraisal Company, Inc.
Vietnam
Indonesia
China
Colliers International
Colliers International
KJPP Rengganis, Hamid & Rekan
KJPP Rengganis, Hamid & Rekan
Savills Real Estate Valuation
(Beijing) Company
Savills Real Estate Valuation
(Beijing) Company
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 11.
INVESTMENT PROPERTIES (CONT’D)
(a)
Completed Investment Properties (cont’d)
Investment properties amounting to approximately $773,000 (2014: $775,000) have been mortgaged to certain
financial institutions as securities for credit facilities.
(b)
Investment Properties under Construction (“IPUC”)
Investment property under construction is valued annually by internal or external valuers by estimating the
fair value of the completed investment property and then deducting from that amount the estimated costs to
complete the construction and a reasonable profit margin on construction and development. The estimated
cost to complete is determined based on the construction cost per square metre in the pertinent area.
Where external independent professional valuations were obtained, these were carried out by the following
valuers:
Country
Singapore
2015
Valuers
2014
Valuers
Knight Frank Pte Ltd
Knight Frank Pte Ltd
DTZ Debenham Tie Leung
(SE Asia) Pte Ltd
United Kingdom
Savills Advisory Services Limited
–
IPUC amounting to approximately $2,076,600,000 (2014: $974,291,000) have been mortgaged to certain
financial institutions as securities for credit facilities.
(c)
The fair value change on investment properties recognised in the consolidated profit statement has been
adjusted for the following:
Fair value change on investment properties
Fair value gain on investment properties acquired
from a joint venture
Other movements
174
Fair value change on investment properties in
consolidated profit statement
Group
2015
$'000
2014
(Restated)
$'000
184,299
176,168
52,782
6,269
51,485
6,884
243,350
234,537
Included in other movements are net leasing fees capitalised and effects of recognising accounting income on
a straight-line basis over the lease term.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
12.
PROPERTY, PLANT AND EQUIPMENT
Freehold
Lands
$'000
Leasehold
Lands
$'000
Buildings
$'000
Assets
under
Construction
$'000
Equipment,
Furniture
and Fittings
$'000
Motor
Vehicles
$'000
Others
$'000
Total
$'000
Group
Cost
At 1 October 2013,
as reported
Effects of adopting FRS 110
Effects of adopting FRS 111
At 1 October 2013,
as restated
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Transfer from properties
held for sale
At 30 September 2014
and 1 October 2014,
as restated
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Disposal of a subsidiary
Transfer from investment
properties (Note 11)
Transfer upon completion
At 30 September 2015
Accumulated Depreciation
At 1 October 2013,
as reported
Effects of adopting FRS 110
Effects of adopting FRS 111
At 1 October 2013,
as restated
Currency re-alignment
Charge for the year 2014
Acquisition of subsidiaries
Disposals/write-offs
At 30 September 2014
and 1 October 2014,
as restated
Currency re-alignment
Charge for the year 2015
Acquisition of subsidiaries
Disposals/write-offs
Disposal of a subsidiary
At 30 September 2015
Net Book Value
At 30 September 2015
At 30 September 2014
–
–
–
–
–
–
–
–
–
–
(8,972)
32,455
170,086
–
–
(1,039)
–
335,541
–
–
(2,320)
192,618
503,292
–
13,539
–
128,208
207,108
(15,797)
112,502
–
–
–
334,502
(174)
49,849
–
–
–
821,798
(49,537)
352,149
15,366
–
–
15,067
–
318,880
–
–
384,177
75,864
–
1,215,640
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,448
–
–
1,448
2
3,978
–
–
–
5,428
–
–
–
–
(18)
4,017
–
–
3,999
(646)
22,380
–
–
–
25,733
–
–
–
–
(362)
3,335
–
–
–
2,973
(281)
3,124
3,160
–
–
–
(190)
8,786
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
70,778
415
(343)
70,850
(1,811)
39,884
8,645
(30,276)
1,199
–
–
1,199
(14)
–
53
–
–
–
87,292
(2,823)
36,263
24,575
(808)
(162)
–
190
144,527
39,477
225
(125)
39,577
(698)
6,963
4,044
(16,350)
33,536
(187)
13,390
5,750
(418)
(143)
51,928
1,238
75
–
9
(6)
–
–
–
1,316
901
–
–
901
33
95
–
–
1,029
59
60
–
(6)
–
1,142
–
–
–
–
–
–
4
–
–
71,977
415
(343)
72,049
(14,518)
268,292
1,017,621
(30,276)
141,747
4
–
–
2,170
–
–
–
–
2,174
1,454,915
(68,537)
553,887
45,280
(814)
(162)
90,931
–
2,075,500
–
–
–
–
–
1
–
–
1
–
254
–
–
–
255
40,378
225
(125)
40,478
(683)
12,524
4,044
(16,350)
40,013
(772)
40,062
5,750
(424)
(143)
84,486
318,880
207,108
378,749 1,189,907
817,799
333,054
8,786
2,973
92,599
53,756
174
209
1,919 1,991,014
1,414,902
3
175
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 12.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Company
Cost
At 1 October 2013, 30 September 2014,
1 October 2014 and 30 September 2015
Accumulated Depreciation
At 1 October 2013
Charge for the year 2014
At 30 September 2014,1 October 2014
and 30 September 2015
Net Book Value
At 30 September 2015
At 30 September 2014
Equipment,
Furniture and
Fittings
$'000
53
52
1
53
–
–
The depreciation charge for the year is included in the financial statements as follows:
Charged to profit statement (Note 4)
Capitalised in properties held for sale
Group
2015
$'000
2014
(Restated)
$'000
40,027
35
40,062
12,496
28
12,524
Company
2015
$'000
–
–
–
2014
$'000
1
–
1
Included in property, plant and equipment are certain hotel properties of the Group with carrying amount of
$264,097,000 (2014: $319,380,000) which are pledged to certain financial institutions to secure credit facilities.
176
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES
Investments in subsidiaries
Shares, at cost
Less : Allowance for impairment
Balances with subsidiaries
Amounts due from subsidiaries:
– Interest free
– Interest bearing
Amounts due to subsidiaries:
– Interest free
– Interest bearing
Net balances with subsidiaries
Amounts due from subsidiaries:
– Current
– Non-current
Amounts due to subsidiaries:
– Current
– Non-current
Company
2015
$'000
2014
$'000
Note
1,753,014
(80,490)
1,672,524
1,689,533
(80,490)
1,609,043
1,244,624
1,767,488
3,012,112
1,165,355
2,063,777
3,229,132
(228,572)
–
(228,572)
(521,993)
(125,425)
(647,418)
2,783,540
2,581,714
290,390
2,721,722
3,012,112
706,919
2,522,213
3,229,132
(21,495)
(207,077)
(228,572)
(13,127)
(634,291)
(647,418)
18
24
18
24
Amounts due from subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-
bearing amounts, interest of between 0.2% to 4.0% (2014: 0.2% to 5.8%) per annum was charged.
Amounts due to subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-bearing
amounts, interest of Nil (2014: 5.8%) per annum was charged.
Balances which are payable on demand have been classified as current while balances with no fixed terms of
repayment and not expected to be repaid within the next 12 months have been classified as non-current.
Details of significant subsidiaries are included in Note 40.
177
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material Non-Controlling Interest (“NCI”)
The Group has the following subsidiaries that have non-controlling interest that are material to the Group. For
the material subsidiaries, financial informations are before inter-company eliminations.
Frasers
Centrepoint
Trust
("FCT")
$'000
Frasers
Commercial
Trust
("FCOT")
$'000
Frasers
Hospitality
Trust
("FHT")
$'000
Other
Subsidiaries
with
Individually
Immaterial
NCI
$'000
Total
$'000
2015
Revenue
Profit for the year
Total comprehensive income
Attributable to NCI:
– Profit for the year
– Total comprehensive income
189,242
171,464
158,746
142,187
75,198
31,506
112,305
84,800
46,150
100,615
93,153
54,737
22,935
67,568
36,773
18,181
11,941
241,101
164,802
Current assets
Non-current assets
Current liabilities
Non-current liabilities
21,598
2,527,149
(327,670)
(466,533)
79,230
1,955,211
(39,406)
(788,163)
62,684
1,882,795
(30,529)
(822,217)
Net assets
1,754,544
1,206,872
1,092,733
Net assets attributable to NCI
1,027,887
882,828
890,968
46,536
2,848,219
Cash flows from/(used in):
– operating activities
– investing activities
– financing activities1
Net (decrease)/increase in
cash and cash equivalents
120,004
(620)
(144,928)
88,574
(197,286)
124,185
42,647
(214,753)
186,462
(25,544)
15,473
14,356
1 Includes dividends paid to NCI
62,048
50,870
55,753
178
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material Non-Controlling Interest (“NCI”) (cont’d)
Frasers
Centrepoint
Trust
("FCT")
$'000
Frasers
Commercial
Trust
("FCOT")
$'000
Frasers
Hospitality
Trust
("FHT")
$'000
Other
Subsidiaries
with
Individually
Immaterial
NCI
$'000
Total
$'000
168,754
165,063
118,838
87,225
23,230
(11,813)
165,877
74,665
(23,697)
97,118
97,614
63,111
53,967
(9,214)
(18,482)
28,041
25,836
179,056
158,935
47,077
2,474,709
(153,207)
(669,902)
56,887
1,824,941
(26,129)
(764,303)
125,855
1,642,138
(82,860)
(695,160)
2014 (Restated)
Revenue
Profit/(loss) for the year
Total comprehensive income/
(expense)
Attributable to NCI:
– Profit for the year
– Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
1,698,677
1,091,396
989,973
Net assets attributable to NCI
998,312
789,907
768,807
54,572
2,611,598
Cash flows from/(used in):
– operating activities
– investing activities
– financing activities1
Net increase in cash and
cash equivalents
100,270
(295,620)
197,385
82,010
(3,454)
(73,578)
(55,146)
(1,660,910)
1,753,682
2,035
4,978
37,626
1 Includes dividends paid to NCI
55,656
40,413
–
179
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material Non-Controlling Interest (“NCI”) (cont’d)
(i)
Frasers Centrepoint Trust (“FCT”)
Payment of Management Fees by Way of Units in FCT
The Group, through its subsidiary, Frasers Centrepoint Asset Management Ltd. (“FCAM”) as the manager
of FCT, received the following units in FCT in payment of 20% of its management fees for the year from
1 October 2014 to 30 September 2015:
Relevant Period
Date
Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
FCT Units
held by FCAM
Aggregate of
FCT Units
held
by the Group
1 July 2014 to
28 October 2014
364,017
1.9085
694,726
28,149,232 377,820,232
30 September 2014
1 October 2014 to
31 December 2014
1 January 2015 to
31 March 2015
1 April 2015 to
30 June 2015
27 January 2015
373,461
1.9020
710,323
28,522,693 378,193,693
24 April 2015
348,033
2.0250
704,767
28,870,726 378,541,726
24 July 2015
339,314
2.0679
701,667
29,210,040 378,881,040
2,811,483
The payment of such fees in the form of units is provided for in the Trust Deed constituting FCT dated 5
June 2006. The issued price is the volume weighted average price of the units traded on the Singapore
Exchange Securities Trading Limited for the last ten business days of the relevant period.
With the above payments of management fees by way of units in FCT and private placement of new units,
the Group and FCAM hold an aggregate of 378,881,040 units and 29,210,040 units in FCT, representing
41.3% and 3.2% of the total issued FCT units, respectively.
(ii)
Frasers Commercial Trust (“FCOT”)
Payment of Management Fees by Way of Units in FCOT
The Group, through its subsidiary, Frasers Centrepoint Asset Management (Commercial) Ltd. (“FCAMC”)
as the manager of FCOT, received the following units in FCOT in payment of approximately 30% of its
management fees for the period from 1 January 2015 to 30 June 2015:
Relevant Period
Date
Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
FCOT Units
held by
FCAMC
Aggregate of
FCOT Units
held
by the Group
1 January 2015 to
31 March 2015
1 April 2015 to
30 June 2015
27 April 2015
611,749
1.4669
897,375
86,155,451 187,540,430
22 July 2015
598,178
1.4990
896,669
86,753,629 188,138,608
1,794,044
180
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material Non-Controlling Interest (“NCI”) (cont’d)
(ii)
Frasers Commercial Trust (“FCOT”) (cont’d)
The management fees for the other two quarters were paid in cash.
Payment of Acquisition Fees by Way of Units in FCOT
The Group, through FCAMC, received 1,769,744 units in FCOT at a price of $1.41 per unit, in payment of
acquisition fee of $2,490,385 in respect of the acquisition by FCOT of 357 Collins Street.
The payment of such management fees in the form of units is provided for in the Trust Deed constituting
FCOT dated 12 September 2005. The issued price is the volume weighted average price of the units
traded on the Singapore Exchange Securities Trading Limited for the last ten business days of the relevant
period.
With the above payments of management fees and acquisition fees by way of units in FCOT, the Group
and FCAMC hold an aggregate of 213,008,352 units and 88,523,373 units in FCOT, representing 27.2%
and 11.3% of the total issued FCOT units, respectively.
(iii)
Frasers Hospitality Trust (“FHT”)
In June 2014, FCL Investments Pte. Ltd. (“FCLI”), a wholly-owned subsidiary of the Company, was issued
the initial stapled security in FHT.
On 14 July 2014, the listing date of FHT, FCLI was issued 262,377,999 stapled securities, representing
22.0% of the total number of stapled securities in issue, amounting to $230,893,000.
Payment of Management Fees by Way of Units in FHT
The Group, through its subsidiaries, Frasers Hospitality Asset Management Pte Ltd (“FHAM”) and Frasers
Hospitality Pte Ltd (“FHPL”) as the managers of FHT, received the following units in FHT in payment of
100% of its management fees for the period from 1 January 2015 to 30 September 2015:
Relevant Period
Date
Received
1 January 2015 to 5 May
31 March 2015 2015
1 April 2015 to
30 June 2015
9 July
2015
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate
of
FHT Units
held by
FHAM
Aggregate
of
FHT Units
held by
FHPL
Aggregate
of
FHT Units
held by
the Group
11,965,258 0.8897 10,645,490
7,254,589
4,710,669 274,343,258
181
1,419,941 0.8200
1,164,352
8,674,530
4,710,669 275,763,199
11,809,842
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material Non-Controlling Interest (“NCI”) (cont’d)
(iii)
Frasers Hospitality Trust (“FHT”) (cont’d)
The payment of such management fees in the form of units is provided for in the Trust Deed constituting
FHT dated 12 June 2014. The issued price is the volume weighted average price of the units traded on
the Singapore Exchange Securities Trading Limited for the last ten business days of the relevant period.
With the above payments of management fees by way of units in FHT, the Group, FHAM and FHPL hold
an aggregate of 275,763,199 units, 8,674,530 units and 4,710,669 units in FHT, representing 20.3%, 0.6%
and 0.4% of the total issued FHT units, respectively.
(b)
Acquisitions of Subsidiaries
(i)
On 1 July 2014, the Group, through its wholly-owned subsidiary, Frasers Amethyst Pte. Ltd. (“Frasers
Amethyst”), launched an off-market take over offer (the “Offer”) to acquire up to 100% of Frasers Property
Limited (“FPL”) (formerly Australand Property Group) for Australian dollar (“A$”) A$4.48 cash per FPL
security.
The Group engaged an independent firm to perform Purchase Price Allocation exercise (“PPA”) for FPL.
Based on the PPA, the goodwill was provisionally determined at $431,879,000 as of 30 September 2014.
The PPA was finalised during the current financial year and the effects of the finalisation of the PPA are as
follows:
Goodwill
Brands
Properties held for sale
Deferred tax liabilities
As Previously
Stated Adjustments
$'000
$'000
As
Restated
$'000
431,879
23,569
1,616,052
(37,513)
10,883
(23,569)
8,023
4,663
442,762
–
1,624,075
(32,850)
The comparative financial statements of the Group have been restated retrospectively to reflect the PPA
finalisation.
182
(ii) On 17 June 2015, Frasers Hospitality UK Holdings Limited (“FHUK”), a wholly-owned subsidiary of the
Company, completed the acquisition of 100% shareholding interest in MHDV Holdings (UK) Limited
(“MHDV”), a company incorporated in the United Kingdom. MHDV owns two upscale boutique lifestyle
brands, namely, Malmaison and Hotel du Vin. MHDV portfolio comprises 29 boutique lifestyle hotels and
2,082 keys across 25 cities in the United Kingdom. The consideration is approximately S$285,800,000
(GBP136,100,000), and was arrived at on a “willing-buyer-willing-seller” basis, taking into account the net
tangible asset value of MHDV as at 16 June 2015 of approximately S$21,600,000 (GBP10,300,000).
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
(iii)
The fair value of the identifiable assets and liabilities of MHDV as at acquisition date were:
Provisional Accounting of the Acquisition of MHDV
Brands
Favourable leases
Property, plant and equipment
Current assets
Cash and cash equivalents
Current liabilities
Non-current liabilities
Total identifiable net assets at fair value
Goodwill arising from acquisition
Total consideration
Cash of subsidiaries acquired
Net cash outflow on acquisition of subsidiaries
Transaction Costs
Fair Value
Recognised on
Acquisition
$'000
158,346
45,757
548,137
24,422
28,088
804,750
(85,062)
(493,979)
225,709
60,077
285,786
(28,088)
257,698
Transaction costs related to the acquisition of $6,399,000 have been recognised in the “Exceptional
Items” in the Group’s profit statement for the year ended 30 September 2015.
Trade and Other Receivables Acquired
Included in current assets are trade receivables of $21,223,000. Management expects the full amounts
to be collectible.
Goodwill Arising from Acquisition
The Group has engaged an independent firm to perform PPA for MHDV. Based on the PPA, part of
the consideration paid for the net assets have been identified and provisionally allocated to property,
plant and equipment, deferred tax liabilities, brands and favourable or unfavourable leases. The residual
excess of consideration paid over the fair values of identifiable net assets have been recorded as goodwill
amounting to $60,077,000.
183
Favourable leases are classified as intangible assets and unfavourable leases as lease liabilities. These
leases are amortised over the lease terms.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
(iii)
The fair value of the identifiable assets and liabilities of MHDV as at acquisition date were (cont’d):
Impact of the Acquisition on Profit Statement
From the acquisition date, MHDV has contributed $85,598,000 of revenue and $13,207,000 to the
Group’s profit for the year. If the business combination had taken place at the beginning of the year,
the contribution by MHDV to the Group’s revenue and Group’s profit for the year would have been
$278,506,000 and $20,142,000, respectively.
(c)
Acquisition of Additional Interest in Subsidiaries
During the year, the Group acquired additional interests in the following subsidiaries:
Subsidiaries
Shanghai Chongfu Investment
Holding Ltd.
Frasers Town Hall Pty Ltd
Frasers Papamoa Limited
Additional
Interests
Carrying
Value of NCI
Acquired
Consideration
Paid
$'000
$'000
49%
8%
10%
66
2,380
(886)
2,000
2,370
–
(Excess)/
Shortfall
$'000
(1,934)
10
(886)
(2,810)
The differences between the consideration paid and the carrying value of the NCI acquired are recognised as a
reduction in retained earnings.
(d)
Disposal of Interest in a Subsidiary
On 21 January 2015, Sinomax International Pte. Ltd., a wholly-owned subsidiary of FCL, entered into a conditional
agreement (the “Agreement”) to sell its entire equity interest in a subsidiary, Beijing Sin Hua Yan Real Estate
Development Co., Ltd. (“BJSHY”) to Beijing Haina Junan Investment Co., Ltd. (the “Purchaser”). The consideration
for the sale of the entire equity interest in BJSHY is approximately S$78,933,000 (RMB357,400,000), and is
arrived at on a “willing-buyer-willing-seller” basis, and based on the unaudited net asset value of BJSHY as at
31 July 2014, taking into account the valuation of the property. The ownership of BJSHY was transferred to
the Purchaser on 10 March 2015 and the consideration is to be settled in cash on the occurrence of stipulated
events as set out in the Agreement.
184
The effect of changes in the ownership interest of BJSHY on the equity attributable to owners of the Company
during the year is summarised as follows:
Carrying amount of subsidiary disposed of
Consideration held in escrow account (Note 18)
Excess of consideration received recognised in profit statement (Note 4b)
The gain on disposal of BJSHY is recognised in “Other Income” in the profit statement (Note 4b).
2015
$'000
41,427
78,933
(37,506)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(e)
Reduction of Share Capital in Subsidiaries, with No Loss of Control
On 5 August 2015, the Company reduced its share capital in four wholly-owned subsidiaries as follows:
Subsidiaries
Group's
Effective Interest
Paid-up Capital
2015
2014
Anchor Developments Pte. Ltd.
Yishun Developments Pte. Ltd.
Woodlands Complex Pte. Ltd.
River Valley Properties Pte. Ltd.
100%
100%
100%
100%
$1
$100
$1
$64,446,000
$51,003,750
$23,500,000
$48,101,000
$274,446,000
These capital reductions were set off against the loans owing to the subsidiaries by the Company.
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES
Investments in joint ventures
Investments, at cost
Share of post-acquisition reserves
Investments in associates
Investments, at cost
Share of post-acquisition reserves
Total investments in joint ventures and associates
Investments in joint ventures and
associates are represented by:
– quoted instruments
Market value: $60,914,000
(2014: $73,361,000)
– unquoted instruments
Total investments in joint ventures and associates
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
2014
$'000
$'000
50,339
284,589
334,928
148,894
440,491
589,385
167,535
82,925
250,460
585,388
199,888
16,338
216,226
805,611
62,823
522,565
585,388
74,512
731,099
805,611
500
–
500
–
–
–
500
–
500
500
500
–
500
–
–
–
500
–
500
500
185
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
Movements in allowance for impairment in associates are as follows:
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
Note
–
–
–
177
(177)
–
120,106
261,257
382,885
81,308
–
(115)
381,248
(101,539)
(8)
362,646
78,531
–
76,957
1,428
(92,575)
(14,044)
(40,912)
37,473
18
24
18
24
–
–
–
–
–
–
–
–
–
–*
–
–
–
–
–
–
–
–
(98,918)
(98,918)
–
8,313
–
8,313
Allowance for impairment
At 1 October
Write-back of allowance
At 30 September
Balances with joint ventures
Loans to joint ventures:
– Non-current
– Current
Loans from joint ventures:
– Non-current
– Current
Balances with associates
Loans to associates:
– Non-current
– Current
Loan from an associate:
– Non-current
* Denotes amount less than $1,000.
Loans to joint ventures bears interest at 1.1% to 4.6% (2014: 1.0% to 4.6%) per annum and are unsecured, payable
in cash and have no fixed repayment terms.
Except for $63,617,000 (2014: $63,617,000) which bears interest at 6.2% (2014: 6.2%) per annum and is repayable
in November 2022, non-current loans to associates are unsecured, interest free, payable in cash and have no
fixed repayment terms.
The loan from an associate of $92,575,000 (2014: $40,912,000) bears interest at 5.3% (2014: 6.2%) per annum,
is unsecured and is repayable in August 2017.
186
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
Except for Supreme Asia Investments Limited and Shanghai Zhong Jun Property Real Estate Development Co.
Ltd (collectively known as “SAI Group”), the Group’s joint ventures and associates are individually immaterial.
Aggregate information about the Group’s investments in joint ventures and associates are as follows:
2015
2014
Joint
Ventures
Associates
Total
$'000
$'000
$'000
Joint
Ventures
(Restated)
$'000
Associates
(Restated)
$'000
Total
(Restated)
$'000
Group's share of profit before
fair value change
Fair value change on
investment properties
Other comprehensive income
Total comprehensive income
94,065
91,348
185,413
129,917
2,368
132,285
93,295
187,360
45
187,405
722
92,070
130
92,200
94,017
279,430
175
279,605
8,899
138,816
–
138,816
3,399
5,767
591
6,358
12,298
144,583
591
145,174
The following summarises the financial information of the Group’s material associate, SAI Group based on its
consolidated financial information prepared in accordance with FRS, modified for fair value adjustments on
acquisition and differences in the Group’s accounting policies:
Revenue
SAI Group
2015
$'000
806,568
2014
$'000
168
Profit/(loss) after taxation and total comprehensive income
190,619
(15,176)
Attributable to:
– NCI
– SAI Group's shareholders
Current assets
Non-current assets
Current liabilities
Net assets
Attributable to:
– NCI
– SAI Group's shareholders
Proportion of the Group's direct ownership
Group's share of net assets
Fair value adjustments
Carrying amount of the investment
6,348
184,271
(505)
(14,671)
823,491
279,543
(724,184)
378,850
363,602
487,785
(679,095)
172,292
13,445
365,405
6,712
165,580
187
43%
43%
158,074
9,818
167,892
71,630
9,818
81,448
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 15.
FINANCIAL ASSETS
Available-for-sale financial assets:
Unquoted
Equity investments, at cost
Allowance for impairment
Quoted
Equity investments
Allowance for impairment
Total available-for-sale financial assets
Group
Company
2015
$'000
2014
$'000
2015
$'000
2014
$'000
3,303
(1,155)
2,148
25
(8)
17
2,165
3,303
(1,155)
2,148
24
(8)
16
2,164
3,303
(1,155)
2,148
3,303
(1,155)
2,148
–
–
–
2,148
–
–
–
2,148
The unquoted equity investments are measured at cost less impairment losses as there are no active markets for
these investments and other methods of determining fair value do not result in a reliable estimate (Note 34(e)).
16.
INTANGIBLE ASSETS
Goodwill
$'000
Brands
$'000
Favourable
Leases
$'000
At Cost
At 1 October 2013, as reported
Effects of adopting FRS 110
At 1 October 2013, as restated
Additions
Acquisition of subsidiaries
Currency re-alignment
–
62,601
62,601
–
442,762
(8,847)
–
–
–
–
–
–
–
–
–
–
–
–
At 30 September 2014 and
1 October 2014, as restated
Acquisition of subsidiaries
Currency re-alignment
At 30 September 2015
Accumulated Amortisation
At 1 October 2013, as reported
Amortisation
At 30 September 2014 and
1 October 2014, as restated
Amortisation
Currency re-alignment
At 30 September 2015
Net Book Value
At 30 September 2015
At 30 September 2014
496,516
60,077
(50,640)
505,953
–
158,346
3,846
162,192
–
45,757
1,112
46,869
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
164
6
170
505,953
496,516
162,192
–
46,699
–
Management
Contracts
(Indefinite
Useful Life)
$'000
62,601
(62,601)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Others
$'000
Total
$'000
4,833
–
4,833
5,564
–
–
10,397
–
–
10,397
2,956
544
3,500
577
–
4,077
67,434
–
67,434
5,564
442,762
(8,847)
506,913
264,180
(45,682)
725,411
2,956
544
3,500
741
6
4,247
6,320
6,897
721,164
503,413
188
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 16.
INTANGIBLE ASSETS (CONT’D)
(a)
Goodwill
The carrying value of the Group’s goodwill arising from acquisition of subsidiaries was assessed for impairment
during the financial year.
Carrying value of capitalised goodwill based
on Cash Generating Units ("CGU"):
– Frasers Property Australia
– Commercial Properties
– Hospitality
(i)
Frasers Property Australia
2015
$'000
2014
$'000
381,816
62,601
61,536
505,953
433,915
62,601
–
496,516
Based on the purchase price of S$3,025,500,000 (A$2,606,437,000) for the acquisition of FPL and the
finalised PPA, an amount of S$442,762,000 (A$381,396,000) was carried as goodwill.
Management adopted a fair value less costs to disposal approach to impairment test. The recoverable
amount of the CGU of FPL are estimated based on a 3-year average forecast PBIT earnings amount and
an earnings multiple of 12.5. The PBIT earnings was capitalised at multiples consistent with the valuation
reports prepared by external professional advisors to assess the offer by the Group to acquire FPL. The
earnings multiple determined takes into consideration market participants’ multiples used in mergers and
acquisitions, market trading ranges and research reports. Management believes the earnings multiple
applied is sustainable in view of the current and anticipated business conditions.
The recoverable amount yields sufficient head room at the balance sheet date which indicates no
impairment required.
(ii)
Commercial Properties
Upon consolidation of FCOT, the Group recorded goodwill arising from management contracts held by
FCAMC for the management of FCOT.
The recoverable amount of the management contracts has been determined based on value in use
calculations using a projection of the management fee income covering a 10-year period. The pre-tax
discount applied to the projections is 10% (2014: 10%) and the forecast growth rate used beyond the
10-year period is 2% (2014: 2%). Based on the recoverable amount, no impairment is necessary.
(iii)
Hospitality
As disclosed in Note 13, goodwill has been provisionally determined on the acquisition of MHDV.
189
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 16.
INTANGIBLE ASSETS (CONT’D)
(b)
Brands
As disclosed in Note 13, brands relate to the “Malmaison” and “Hotel du-Vin” brand names that the Group
acquired in the current year. The amount has been provisionally valued at $158,346,000 based on an independent
professional valuation. As the brands are determined to have indefinite useful lives, no amortisation has been
charged for the year.
(c)
Favourable Leases
As disclosed in Note 13, favourable leases are provisionally valued at $45,757,000 as at 30 September 2015.
Amortisation of $164,000 (2014: Nil) was charged to the profit statement.
17.
PREPAYMENTS
Non-current
Prepayments
Current
Prepaid land and development costs
Other prepayments
Total prepayments
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
8,349
4,530
19,877
41,328
61,205
69,554
480,143
31,292
511,435
515,965
–
–
47
47
47
–
–
22
22
22
Prepaid land and development costs as at 30 September 2015 relate to tender deposits and related costs paid in
respect of tender of Changjiang Road, Dalian, China for serviced apartments development.
As at 30 September 2014, the prepaid land and development costs relate to tender deposits and stamp duties
paid in respect of tenders of two land parcels at:
(1)
Yishun Avenue 2/Yishun Central 1 (Lot 3685T MK19) for a mixed commercial and residential development
integrated with a bus interchange and a community club.
Upon obtaining vacant possession of the land parcel, the prepayments have been reclassified to
development properties held for sale (Note 20) and investment properties under construction (Note 11).
190
(2)
Sembawang Avenue for a residential development. The land acquisition was completed in October 2014
and prepayment has been reclassified to development properties held for sale (Note 20).
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
18.
TRADE AND OTHER RECEIVABLES
Other receivables (non-current)
Amounts due from subsidiaries
Loans to joint ventures
Loans to associates
Loan to a non-controlling interest
Receivables from joint development
agreements
Sundry debtors
Trade receivables (current)
Trade receivables
Sales proceeds and progress billing
receivables
Other receivables (current)
Tax recoverable
Accrued interest income
Staff loans and advances
Other deposits
Insurance claims receivable
Proceeds from disposal of subsidiary
held in escrow account
Receivables from joint development
agreements
Recoverable development costs
Amounts due from subsidiaries
Amounts due from related companies
Loans to joint ventures
Loans to associates
Loan to a non-controlling interest
Sundry debtors
Note
13
14
14
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
–
120,106
78,531
–
37,096
5,743
241,476
–
382,885
76,957
96,242
42,573
–
598,657
2,721,722
–
–
–
2,522,213
–
–
–
–
–
2,721,722
–
–
2,522,213
72,886
88,287
208,397
281,283
468,071
556,358
13,558
7,301
1,124
7,034
6,707
66,422
5,483
2,942
9,277
–
13d
78,933
–
617
–
617
–
–
–
2
–
–
–
–
–
–
–
–
12
–
–
13
14
14
34,032
18,743
–
3,406
261,257
–
84,969
45,158
562,222
9,762
1,350
–
9,048
81,308
1,428
6,670
61,525
255,215
–
–
290,390
1,091
–
–*
–
1,365
292,848
–
–
706,919
1,084
–
8,313
–
5,298
721,626
Total trade and other receivables (current)
843,505
811,573
293,465
721,626
191
Total trade and other receivables
(current and non-current)
* Denotes amount less than $1,000.
1,084,981
1,410,230
3,015,187
3,243,839
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
18.
TRADE AND OTHER RECEIVABLES (CONT’D)
Trade Receivables
Trade receivables comprise mainly rental receivable, are non-interest bearing and are recognised at their original
invoiced amounts which represent their fair values on initial recognition.
Sales Proceeds and Progress Billing Receivables
Sales proceeds receivable relate to the balance of sales proceeds from completed properties held for sale which
will be received upon issue of notice of vacant possession, certificate of statutory completion, expiry of defect
liability period and/or title subdivision.
Progress billing receivables relate to the outstanding balance of progress billings which are due after the
purchasers receive the notices to make payments.
Receivables from Joint Development Agreements
The timing of expected receipts of cash flows associated with current and non-current receivables from joint
development agreements are based on cash flow forecast carried out in conjunction with detailed reviews of
the project feasibility studies.
Related Companies Balances
Amounts due from related companies and related parties are non-trade related, unsecured, interest free and
repayable on demand in cash.
Loan to a Non-Controlling Interest
Loan to a non-controlling interest (“NCI”) relates to the NCI’s share of shareholders’ loan contributions to a
subsidiary, Frasers (Australia) Pte. Ltd. (“Frasers Australia”) paid on behalf by FCL Clover Pte. Ltd. (“FCL Clover”),
another subsidiary of the Company. The amount is repayable in cash and bears interest at a fixed rate of 8%
(2014: 8%) per annum.
The loan shall be repaid out of:
–
–
–
–
all repayment of shareholders loans and interest accrued thereon by Frasers Australia to the extent of the
NCI’s share thereof;
all distributions by Frasers Australia to the extent of the NCI’s share thereof;
all dividends declared by Frasers Australia to the extent of the NCI’s share thereof derived from Frasers
Broadway Pty Limited (“Frasers Broadway”) and Frasers Queens Pty Limited (“Frasers Queens”) (subsidiary
and associate of Frasers Australia respectively); and
half of all dividends declared by Frasers Australia to the extent of the NCI’s share thereof derived from
subsidiaries of Frasers Australia other than Frasers Broadway and Frasers Queens.
192
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 18.
TRADE AND OTHER RECEIVABLES (CONT’D)
Loan to a Non-Controlling Interest (cont’d)
The amount has no fixed date of repayment.
The amount is secured:
–
–
by way of first fixed charge to FCL Clover over all the NCI’s rights, title and interest in and to the shares
that it may from time to time hold in the capital of Frasers Australia and all its rights attaching or relating
thereto; and
assignment by the NCI of all its rights, title and interest in and to all monies payable to the NCI by Frasers
Australia in respect of loans made by the NCI to Frasers Australia.
There is no concentration of credit risk with respect to the trade receivables of the Group as they consist of a
large number of customers that are geographically dispersed. The Group does not have any significant credit
risk exposure to a single customer or group of customers. The Group generally holds collateral in the form of
bank deposits, bank guarantees or mortgages over assets until completion.
The credit risk associated with receivables from joint ventures is monitored through management’s review of
project feasibilities and the Group’s ongoing involvement in the operations of these entities.
(a)
Credit Risk by Business Segments
The maximum exposure to credit risk for trade receivables and sales proceeds receivable at the balance sheet
date by business segments is as follows:
Commercial properties
Development properties
Hospitality
Frasers Property Australia
Corporate & others
Group
2015
$'000
2014
(Restated)
$'000
9,730
156,051
58,855
54,120
2,527
281,283
27,589
190,915
50,550
286,216
1,088
556,358
Company
2015
$'000
–
–
–
–
617
617
2014
$'000
–
–
–
–
–
–
(b)
Trade Receivables that are Past Due but Not Impaired
The Group had trade receivables amounting to $17,763,000 (2014: $23,476,000) that are past due at balance
sheet date but not impaired. These receivables are unsecured and the aging analysis at the balance sheet date
is as follows:
193
Trade receivables past due:
1 to 30 days
31 to 60 days
61 to 90 days
More than 90 days
Group
2015
$'000
2014
(Restated)
$'000
10,180
3,620
1,459
2,504
17,763
11,599
2,343
369
9,165
23,476
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 18.
TRADE AND OTHER RECEIVABLES (CONT’D)
(c)
Trade Receivables that are Impaired
The Group’s trade receivables that are impaired at the balance sheet date and the movements of the allowance
account used to record the impairment are as follows:
2015
Collectively Impaired
2014
(Restated)
$'000
$'000
Group
Individually Impaired
2014
2015
(Restated)
$'000
$'000
Trade receivables – nominal amounts
Allowance for impairment
Movements in allowance account:
At 1 October
Charge for the year (Note 4a)
Write-back of allowance (Note 4a)
Written off
Acquisition of subsidiary
Exchange differences
At 30 September
5,038
(2,013)
3,025
3,094
(2,291)
803
1,908
(1,908)
–
2,291
11
(11)
–
–
(278)
2,013
–
10
(5)
–
2,282
4
2,291
1,855
771
(617)
(128)
–
27
1,908
1,855
(1,855)
–
2,902
1,124
(1,989)
(147)
–
(35)
1,855
Trade and other receivables that are individually determined to be impaired at the balance sheet date relate to
debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not
secured by any collateral or credit enhancements.
Based on the Group’s historical experience in the collection of receivables, management believes that no
additional credit risk beyond that provided for is inherent in the Group’s trade and other receivables.
19.
DEFERRED TAX ASSETS AND LIABILITIES
(a)
Deferred Tax Assets
194
Deferred tax assets
Fair value adjustments
Provisions, expenses and income
taken in a different period
Employee benefits
Unabsorbed losses and capital allowances
Others
Gross deferred tax assets
Less:
Deferred tax liabilities
Provisions, expenses and income
taken in a different period
Differences in depreciation
Gross deferred tax liabilities
Net deferred tax assets
Group
Balance Sheet
Profit Statement
2015
$'000
2014
(Restated)
$'000
2015
$'000
2014
(Restated)
$'000
–
1,504
(1,403)
21,973
4,573
108,888
34,290
169,724
891
5,487
133,730
78,384
219,996
433
340
(8,626)
(36,849)
(46,105)
–
–
–
169,724
(104,767)
(3,003)
(107,770)
112,226
119,835
2,800
122,635
76,530
–
–
–
–
–
–
–
–
–
–
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
19.
DEFERRED TAX ASSETS AND LIABILITIES (CONT’D)
(b)
Deferred Tax Liabilities
Deferred tax liabilities
Differences in depreciation
Provisions, expenses and income
taken in a different period
Fair value changes
Others
Gross deferred tax liabilities
Less:
Deferred tax assets
Employee benefits
Unabsorbed losses and capital allowances
Provisions, expenses and income
taken in a different period
Gross deferred tax assets
Net deferred tax liabilities
20.
PROPERTIES HELD FOR SALE
Development properties held for sale
Properties in the course of development, at cost
Write-down to net realisable value
Development profit
Progress payments received and receivable
Completed properties held for sale
Completed units, at cost
Write-down to net realisable value
Total properties held for sale
Group
Balance Sheet
Profit Statement
2015
$'000
2014
(Restated)
$'000
2015
$'000
2014
(Restated)
$'000
(12,493)
(23,857)
(4,324)
(3,949)
(88,085)
(167,395)
(57,509)
(325,482)
(53,561)
(109,250)
(32,943)
(219,611)
(52,381)
(24,525)
(30,216)
(111,446)
(50,799)
(8,278)
–
(63,026)
150
4,861
340
20,641
9
(14,698)
116
18,100
2,735
7,746
(317,736)
563
21,544
(198,067)
2,173
(12,516)
(123,962)
42
18,258
(44,768)
Group
2015
$'000
2014
(Restated)
$'000
3,701,765
(110,437)
3,591,328
61,155
3,652,483
(115,720)
3,536,763
3,687,313
(93,725)
3,593,588
121,948
3,715,536
(152,692)
3,562,844
407,247
(21,338)
385,909
3,922,672
626,521
(1,298)
625,223
4,188,067
195
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
20.
PROPERTIES HELD FOR SALE (CONT’D)
Movements in write-down to net realisable value are as follows:
Development properties held for sale
At 1 October
Charge for the year
Sold during the year
Acquisition of subsidiaries
Currency re-alignment
At 30 September
Completed properties held for sale
At 1 October
Charge for the year
Sold during the year
Currency re-alignment
At 30 September
Group
2015
$'000
2014
(Restated)
$'000
(93,725)
(25,624)
–
–
8,912
(110,437)
(51,022)
(4,199)
8,003
(47,547)
1,040
(93,725)
Group
2015
$'000
2014
(Restated)
$'000
(1,298)
(19,793)
–
(247)
(21,338)
(22,735)
–
21,826
(389)
(1,298)
(a)
During the year, net interest expense of $61,498,000 (2014: $44,688,000) arising from borrowings obtained
specifically for the projects was capitalised as cost of development properties held for sale.
The borrowing costs of loans used to finance the projects have been capitalised at interest rates of between
2.5% and 4.9% (2014: 1.1% and 4.9%) per annum.
(b)
The following table provides information about agreements that are in progress at the reporting date where
revenue is recognised on a percentage of completion basis:
196
Aggregate costs incurred and recognised to date
Less: Progress billings
Group
2015
2014
(Restated)
$'000
$'000
568,168
(115,720)
452,448
268,906
(152,692)
116,214
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
20.
PROPERTIES HELD FOR SALE (CONT’D)
(c)
(d)
Included in development properties held for sale are projects of approximately $987,511,000 (2014: $746,457,000)
which are expected to be completed within the next twelve months.
Included in development properties held for sale are the following significant transactions between the Group
and related parties which took place during the year at terms agreed between the parties:
Interest expense
– paid to related parties
Development costs
– paid to related parties
Group
2015
$'000
2014
(Restated)
$'000
741
417
20,272
70,500
(e)
Certain subsidiaries have granted fixed and floating charges over their properties held for sale totalling
$1,592,175,000 (2014: $940,173,000) to financial institutions as securities for credit facilities.
21.
DERIVATIVE FINANCIAL INSTRUMENTS
Assets
Cross currency interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Liabilities
Cross currency interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
2014
$'000
$'000
10,594
58,178
7,330
76,102
20,167
55,935
76,102
1,318
51,360
8,516
61,194
24,602
36,592
61,194
17,708
2,464
17,450
37,622
30,366
7,256
37,622
–
14,142
6,455
20,597
11,520
9,077
20,597
–
19,463
5,352
24,815
5,352
19,463
24,815
–
20,018
7,605
27,623
8,006
19,617
27,623
–
1,699
7,171
8,870
7,171
1,699
8,870
–
2,735
12,206
14,941
13,015
1,926
14,941
197
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 21.
DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)
(a)
Cross Currency Interest Rate Swaps (“CCIRS”)
The Group enters into cross currency interest rate swaps to hedge its exposure to interest rate risk associated
with movements in interest rates which impact the borrowing costs of the Group and also to hedge exposure to
exchange rate risk on foreign currency borrowings.
The Group has cross currency interest rate swap arrangements in place for the following amounts:
Notional amounts
Within one year
Between one to three years
After three years
(b)
Interest Rate Swaps
Group
2015
$'000
2014
(Restated)
$'000
–
100,000
227,768
327,768
87,551
–
104,324
191,875
Derivative financial instruments are used by the Group to hedge exposure to interest rate risk associated with
movements in interest rates on the borrowings of the Group.
The Company and the Group have interest rate swap arrangements in place for the following amounts:
Notional amounts
Within one year
Between one to three years
After three years
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
549,429
2,676,440
3,517,270
6,743,139
499,844
894,281
1,510,160
2,904,285
–
91,124
1,495,200
1,586,324
43,890
81,510
600,000
725,400
198
At 30 September 2015, the fixed interest rates of the outstanding interest rate swap contracts ranged between
1.0% to 3.5% (2014: 1.0% to 4.6%) per annum.
(c)
Foreign Currency Forward Contracts
Foreign currency forward contracts are used by the Group to hedge exposure to exchange rate risks on foreign
currency receivables and payables, cash and cash equivalents and borrowings. The carrying amounts of the
foreign currency forward contracts are accounted for at fair value through profit statement.
The Company and the Group have foreign currency forward contracts arrangements in place for the following
amounts:
Notional amounts
Within one year
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
813,568
831,426
421,558
351,610
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 22.
CASH AND CASH EQUIVALENTS
Fixed deposits
Cash in banks and in hand
Amounts held under "Project Account
Rules – 1997 Ed":
– Fixed deposits
– Cash in banks
Group
2015
$'000
2014
(Restated)
$'000
525,687
690,197
285,723
561,986
116,440
40,816
157,256
13,695
11,974
25,669
Company
2015
$'000
–
9,064
–
–
–
2014
$'000
–
86,537
–
–
–
Cash and cash equivalents
1,373,140
873,378
9,064
86,537
Cash in banks earns interest at floating rates based on daily bank deposit rates. The tenure of short-term deposits
vary between one day and three months depending on the immediate cash requirements of the Group, and earn
interest at the respective short-term deposit rates.
The withdrawals from amounts held under “Project Account Rules – 1997 Ed” are restricted to payments for
development expenditure incurred on properties developed for sale.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at
the balance sheet date:
Fixed deposits and cash in banks and in hand
Bank overdrafts
Cash and cash equivalents in the consolidated
cash flow statement
23.
ASSETS HELD FOR SALE
Group
2015
$'000
2014
(Restated)
$'000
1,373,140
(5,635)
873,378
(5,440)
Note
25
1,367,505
867,938
On 19 September 2015, the Group, through its wholly-owned subsidiary FPA, entered into a conditional sale and
purchase agreement with Ascendas Real Estate Investment Trust (“A-REIT”) for FPA’s 19.9% ownership interest in
the Australand Logistics Joint Venture (“ALJV”) property assets for S$112,123,000 (A$112,000,000). Completion
is expected in the first quarter of the next financial year. The underlying property value in the JV has recorded a
fair value uplift of S$25,528,000 (A$25,500,000) to reflect the contract price of the assets. The Group’s revalued
19.9% ownership interest in ALJV has been transferred to assets held for sale and is appropriately carried at the
lower of cost and fair value less selling costs.
199
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 24.
TRADE AND OTHER PAYABLES
Group
2015
$'000
2014
(Restated)
$'000
Note
Trade payables
380,433
421,379
Other payables (current)
Amounts due to non-controlling
interests
Interest payable
Accrued operating expenses and
sundry creditors
Land vendor liabilities
Rental deposits
Deposits
Amounts due to related companies
Amounts due to subsidiaries
Loans from joint ventures
Progress billings received in advance
132,479
43,480
335,339
39,077
45,238
58,882
843
–
115
278,762
934,215
133,812
23,380
378,258
20,789
43,415
39,927
12,215
–
8
520,756
1,172,560
13
14
Company
2014
$'000
795
–
191
19,511
–
–
–
–
13,127
98,918
–
131,747
2015
$'000
186
–
–
8,178
–
–
–
6
21,495
–
–
29,679
Total trade and other payables (current)
1,314,648
1,593,939
29,865
132,542
Other payables (non-current)
Sundry creditors
Land vendor liabilities
Rental deposits
Amounts due to subsidiaries
Loans from joint ventures
Loan from an associate
Total trade and other payables
(current and non-current)
Trade Payables
35,142
75,508
50,526
–
–
92,575
253,751
29,091
126,806
49,066
–
101,539
40,912
347,414
–
–
–
207,077
–
–
207,077
–
–
–
634,291
–
–
634,291
13
14
14
1,568,399
1,941,353
236,942
766,833
Trade payables are non-interest bearing and are generally settled on 30 to 60 days term.
200
Amounts due to Non-Controlling Interests
Amounts due to non-controlling interests are non-trade in nature, unsecured, repayable in cash on demand and
interest free. In the prior year, an amount of $17,692,000 bore interest at 2.3% per annum.
Accrued Operating Expenses and Sundry Creditors
Accrued operating expenses and sundry creditors include provision for transaction cost and outstanding
consideration for the acquisition of a subsidiary by the Group, and the Company of $2,514,000 (2014:
$132,436,000) and Nil (2014: $12,315,000), respectively.
Included in non-current sundry creditors are unfavourable leases of $14,597,000 (2014: Nil). This lease liability
arose from the provisional PPA for the acquisition of MHDV (Note 13) and is amortised over the lease terms of
the hotel properties.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
24.
TRADE AND OTHER PAYABLES (CONT’D)
Related Companies Balances
Amounts due to related companies are non-trade related, unsecured and repayable in cash. The current
amounts are repayable upon demand.
Land Vendor Liabilities
When a subsidiary enters into unconditional contracts with land vendors to purchase properties for future
development that contain deferred payment terms, these liabilities are disclosed at their present value.
The amount owing to land vendors of $75,508,000 (2014: $126,806,000) is secured over the properties until the
balance of the purchase monies has been paid or settlement of the acquisition has occurred.
25.
LOANS AND BORROWINGS
Weighted
Average
Effective
Interest Rate
2015
2014
%
%
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
$'000
4.1
–
3.0
–
640,173
5,635
1,211,646
5,440
2.3
3.6
374,329
1,020,137
320,671
1,537,757
2.9
3.4
3.5
2.9
4.9
2.4
3.2
1.3
1.7
4.9
6,107,626
544,193
524,877
4,375,593
284,700
27,700
2,047,742
30,882
9,255,320
10,275,457
3,098,709
37,250
7,823,952
9,361,709
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
201
Repayable within one year:
Unsecured
Bank loans
Bank overdrafts
Secured
Bank loans
Repayable after one year:
Unsecured
Bank loans
Medium Term Notes
Other bonds
Secured
Bank loans
Other bonds
Total loans and borrowings
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
25.
LOANS AND BORROWINGS (CONT’D)
(a)
The secured bank loans, overdrafts and term loans are secured by certain subsidiaries by way of fixed and floating
charges over certain assets and mortgages on freehold and leasehold land under development as disclosed in
Notes 11, 12 and 20.
(b)
Maturity of non-current loans and borrowings is as follows:
Between 1 and 2 years
Between 3 and 5 years
After 5 years
At 30 September
Group
2015
$'000
2014
(Restated)
$'000
1,667,498
6,817,991
769,831
9,255,320
1,252,244
6,424,456
147,252
7,823,952
Company
2015
$'000
–
–
–
–
2014
$'000
–
–
–
–
(c)
As at 30 September 2015, the Company and Group had interest rate swaps in place, which have the economic
effect of converting borrowings from variable rates to fixed rates. The terms of these interest rate swaps are
discussed in Note 21, and the fair values are disclosed in Note 34.
(d)
FCL Treasury Pte. Ltd. (“FCLT”), a wholly-owned subsidiary of the Company, has a S$3,000,000,000 Multicurrency
Debt Issuance Programme, which is unconditionally and irrevocably guaranteed by the Company.
(e)
The Group, through its subsidiary, FCT, established a S$1,000,000,000 Multicurrency Debt Issuance Programme.
(f)
The Group, through its subsidiary, FCOT, established a S$1,000,000,000 Multicurrency Medium Term Note
Programme.
(g)
Included in other bonds are:
Unsecured
(i)
(ii)
Retail bonds of S$497,518,000 (2014: Nil) issued by FCLT. The bonds mature 7 years from 22 May 2015
and are unsecured.
Bonds of S$27,359,000 (JPY 2.35 billion) (2014: S$27,700,000 (JPY 2.35 billion)) issued by FHT. The
Japanese Yen denominated bonds mature 5 years from 14 July 2014 and are unsecured.
Secured
202
(iii)
Senior bonds of S$30,882,000 (MYR 94,846,000) (2014: S$37,250,000 (MYR 95,000,000)) issued by FHT.
The Malaysian Ringgit denominated bonds mature 5 years from 14 July 2014 and are secured by the
Westin Kuala Lumpur.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
26.
SHARE CAPITAL
Issued and fully paid:
Ordinary Shares
At 1 October
Issued during the year:
– pursuant to the corporate
restructuring
– pursuant to the vesting of shares
awarded under the share plans
At 30 September
Redeemable Preference Shares ("RPS")
At 1 October
Class B RPS
Redeemed during the year
At 30 September
Total share capital
(a)
Ordinary Shares
Group and Company
2015
2014
No. of Shares
$'000
No. of Shares
$'000
2,889,812,572
1,753,977
753,291,782
753,977
–
–
2,136,520,790
1,000,000
5,197,291
2,895,009,863
5,881
1,759,858
–
2,889,812,572
–
1,753,977
–
–
–
–
–
–
1,759,858
330,000
(330,000)
–
330,000
(330,000)
–
1,753,977
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
shares carry one vote per share without restriction.
The ordinary shares have no par value.
(b)
Redeemable Preference Shares
The Class B RPS were redeemed in the last financial year.
203
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
26.
SHARE CAPITAL (CONT’D)
(c)
Corporate Restructuring
Prior to the listing on 9 January 2014,
–
–
–
Fraser and Neave, Limited (“F&N”) subscribed for 330,000,000 new shares for a total subscription amount
of $330,000,000;
the Company redeemed all the redeemable preference shares held by F&N in the Company for an
aggregate amount of $330,000,000; and
F&N subscribed an additional 1,806,520,790 new ordinary shares for a total subscription amount of
$670,000,000.
As at 30 September 2015, the Company’s issued and paid-up ordinary share capital was $1,759,858,000
comprising 2,895,009,863 ordinary shares.
27. OTHER RESERVES
Hedging reserve
Fair value adjustment reserve
Foreign currency translation reserve
Share-based compensation reserve
Dividend reserve
Other reserves
Group
2015
$'000
2014
(Restated)
$'000
Company
2015
$'000
2014
(Restated)
$'000
27,804
–
(468,446)
15,353
179,491
–
(245,798)
2,790
671
(78,238)
12,231
179,168
532
117,154
3,217
–
–
15,322
179,491
–
198,030
2,736
–
–
12,200
179,168
–
194,104
204
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
27. OTHER RESERVES (CONT’D)
The movement of other reserves is as follows:
Group
2015
Opening balance at
1 October 2014,
as previously reported
Effects of adopting FRS 110
Opening balance at
1 October 2014, as restated
Other comprehensive income
Net fair value change of
cash flow hedges
Foreign currency translation
Share of other comprehensive
income of joint ventures
and associates
Realisation of reserves on
disposal of a joint venture
and an associate
Other comprehensive
income for the year
Contributions by and
distributions to owners
Ordinary shares issued
Employee share-based
expense
Dividend paid (Note 30)
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Dilution of non-controlling
interests in subsidiaries
without loss of control
Issuance costs incurred by
subsidiaries
Total change in ownership
interests in subsidiaries
Hedging
Reserve
$'000
Fair Value
Adjustment
Reserve
$'000
Foreign
Currency
Translation
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Other
Reserve
$'000
Total
$'000
2,790
–
671
–
(76,406)
(1,832)
12,231
–
179,168
–
(2,459)
2,991
115,995
1,159
2,790
671
(78,238)
12,231
179,168
532
117,154
24,839
–
175
–
–
–
–
(671)
–
(390,253)
–
–
25,014
(671)
(390,253)
–
–
–
–
–
–
–
–
–
–
–
–
–
45
–
45
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(5,881)
–
–
–
–
–
–
9,003
–
– (179,168)
179,491
–
–
24,839
– (390,253)
–
175
(606)
(1,277)
(606)
(366,516)
–
(5,881)
9,003
–
– (179,168)
179,491
–
3,122
323
–
3,445
205
–
–
–
–
–
–
–
74
74
45
74
119
Closing balance at
30 September 2015
27,804
(468,446)
15,353
179,491
– (245,798)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
27. OTHER RESERVES (CONT’D)
Hedging
Reserve
$'000
Fair Value
Adjustment
Reserve
$'000
Foreign
Currency
Translation
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Other
Reserve
$'000
Total
$'000
Group
2014
Opening balance at
1 October 2013,
as previously reported
Effects of adopting FRS 110
Opening balance at
1 October 2013, as restated
Other comprehensive income
Net fair value change of
cash flow hedges
Foreign currency translation
Share of other comprehensive
income of joint ventures
(382)
–
203
–
5,640
736
(382)
203
6,376
3,242
–
–
–
–
(84,481)
and associates
(70)
468
–
Other comprehensive
income for the year
Contributions by and
distributions to owners
Employee share-based
expense
Dividend proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership
interests in subsidiaries
Dilution of non-controlling
interests in subsidiaries
without loss of control
Total change in ownership
interests in subsidiaries
Closing balance at
30 September 2014
(a)
Hedging Reserve
206
3,172
468
(84,481)
–
–
–
–
–
–
–
–
–
–
–
–
–
(133)
(133)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,736)
2,075
3,725
2,811
339
6,536
–
–
3,242
(84,481)
193
591
193
(80,648)
12,231
–
–
179,168
–
–
12,231
179,168
12,231
179,168
–
191,399
–
–
–
–
–
–
(133)
(133)
2,790
671
(78,238)
12,231
179,168
532
117,154
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging
instruments related to hedged transactions that have not yet occurred.
(b)
Fair Value Adjustment Reserve
Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale
financial assets until they are disposed of or impaired.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
27. OTHER RESERVES (CONT’D)
(c)
Foreign Currency Translation Reserve
The foreign currency translation reserve represents exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency. It is also used to record the effect of hedging net investment in foreign operations and
translating foreign currency loans which form part of the Group’s net investment in foreign operations.
(d)
Share-based Compensation Reserve
Share-based compensation reserve represents the equity-settled share options granted by a subsidiary. The
reserve is made up of the Group’s share of the cumulative value of services received from employees of the
subsidiary recorded over the vesting period commencing from the grant date of equity-settled share options,
and is reduced by the expiry or exercise of the share options.
(e)
Dividend Reserve
Dividend reserve relates to proposed final dividend of 6.20 cents (2014: 6.20 cents) per share (Note 30).
28.
SHARE PLANS
(a)
FCL Restricted Share Plan (“RSP”)
The RSP is a share-based incentive plan for senior executives and key senior management, which was approved
by shareholders of the Company at an Extraordinary General Meeting held on 25 October 2013.
Information regarding the RSP are as follows:
(i)
(ii)
Depending on the achievement of pre-determined targets over a 2-year period for the RSP, the final
number of restricted shares awarded could range between 0% to 150% of the initial grant of the restricted
shares.
Based on the meeting stated performance conditions over a 2-year performance period, 50% of the RSP
awards will vest. The balance will vest equally over the subsequent two years with fulfilment of service
requirements.
The expense recognised in the profit statement granted under the RSP during the financial year is $7,562,000
(2014: $4,334,000).
The estimated fair value of shares granted during the year ranges from $1.42 to $1.54 (2014: $1.52 to $1.62).
The fair value of equity-settled contingent award of shares are determined using Monte Carlo Valuation Model,
which involves projection of future outcomes using statistical distributions of key random variables including
share price and volatility of returns. The inputs to the model used are as follows:
207
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
2015
2014
4.26
18.78
1.48 to 1.98
1.36 to 3.36
1.64
3.41
20.94
0.42 to 0.98
1.24 to 3.25
1.70
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
28.
SHARE PLANS (CONT’D)
(b)
FCL Performance Share Plan (“PSP”)
The PSP is a share-based incentive plan for senior executives and key senior management, which was approved
by shareholders of the Company at an Extraordinary General Meeting held on 25 October 2013.
Information regarding the PSP are as follows:
(i)
Depending on the achievement of pre-determined targets over a 3-year period, the final number of
restricted shares awarded could range between 0% to 200% of the initial grant of the restricted shares.
(ii)
PSP awards will vest based on meeting stated performance conditions over a 3-year performance period.
The expense recognised in the profit statement granted under the PSP during the financial year is $1,441,000
(2014: $925,000).
The estimated fair value of shares granted during the year is $1.01 (2014: $1.18). The fair value of equity-settled
contingent award of shares are determined using Monte Carlo Valuation Model, which involves projection of
future outcomes using statistical distributions of key random variables including share price and volatility of
returns. The inputs to the model used are as follows:
Dividend yield (%)
Expected volatility (%)
Cost of equity (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
2015
4.26
18.78
6.10
1.75
2.36
1.64
2014
3.41
20.94
7.74
0.65
2.25
1.70
Please refer to Directors’ Statement on page 125 on numbers of share award granted, cancelled, vested and
outstanding.
29.
PERPETUAL SECURITIES
208
On 24 September 2014, the Company, through its wholly-owned subsidiary FCLT, issued $600,000,000 in
aggregate principal amount of perpetual securities, guaranteed by the Company.
On 9 March 2015, the Company, through its wholly-owned subsidiary FCLT, issued $700,000,000 in aggregate
principal amount of perpetual securities, guaranteed by the Company.
Issuance costs amounting to $4,400,000 (2014: $2,346,000) was recognised in equity as a deduction from
proceeds.
Such perpetual securities issued on 24 September 2014 and 9 March 2015 bear distributions at rates of 4.88%
and 5.00% per annum respectively, each payable semi-annually in arrear. The rates of distribution are subject
to revision in accordance with the terms and conditions of the securities (the “Conditions”). Subject to the
Conditions, FCLT may elect to defer making distribution on the perpetual securities, and is not subject to any
limits as to the number of times a distribution can be deferred.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
29.
PERPETUAL SECURITIES (CONT’D)
As the perpetual securities have no fixed maturity date and the payment of distributions is at the discretion of
FCLT, FCLT is considered to have no contractual obligations to repay its principal or to pay any distributions, and
the perpetual securities do not meet the definition for classification as a financial liability under FRS 32 Financial
Instruments: Disclosure and Presentation. The whole instrument is presented within equity, and distributions
are treated as dividends.
The perpetual securities constitute direct, unconditional, subordinated and unsecured obligations of FCLT and
shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with any
Parity Obligations (as defined in the Conditions) of FCLT. The securities may be redeemed at the option of FCLT
on any distribution payment date as specified in the Conditions and otherwise upon the occurrence of certain
redemption events as specified in the Conditions.
30. DIVIDENDS
Dividends on Ordinary Shares:
Interim paid
2.4 cents (2014: 2.4 cents) per share, tax exempt
Final proposed
6.2 cents (2014: 6.2 cents) per share, tax exempt
Company
2015
$'000
2014
$'000
69,803
69,350
179,491
249,294
179,168
248,518
The final dividend is proposed by the Directors after the balance sheet date and subject to the approval of
shareholders at the next annual general meeting of the Company.
209
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”)
FRS and INT FRS not yet effective
There are a number of standards, interpretations, and amendments of standards that have been issued but not
yet effective and the Group and the Company have not early adopted any of these standards.
Description
FRS 114 Regulatory Deferral
Accounts
Effective for
Annual Period
Beginning on
or After
1 January 2016
Amendments to FRS 27
Equity Method in Separate Financial Statements
1 January 2016
Amendments to FRS 16 and FRS 38 Clarification of Acceptable Methods of Depreciation
1 January 2016
and Amortisation
Amendments to FRS 111
Accounting for Acquisition of Interests in Joint
1 January 2016
Operations
Amendments to FRS 110 and FRS 28 Sale for Contribution of Assets between an Investor
1 January 2016
and its Associate or Joint Venture
Improvements to FRSs (November 2014)
(a) Amendments to FRS 105
Non-current Assets Held for Sale and Discontinued
Operations
1 January 2016
(b) Amendments to FRS 107
Financial Instruments: Disclosures
1 January 2016
(c) Amendments to FRS 19
Employee Benefits
(d) Amendments to FRS 34
Interim Financial Reporting
Amendments to FRS 1
Disclosure Initiative
1 January 2016
1 January 2016
1 January 2016
Amendments to FRS 110, FRS 112
Investment Entity: Applying the Consolidation
1 January 2016
and FRS 28
Exception
210
FRS 115
FRS 109
Revenue from Contracts with Customers
1 January 2018
Financial Instruments
1 January 2018
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (CONT’D)
With the exception of FRS 115 and FRS 109, the adoption of the other standards above will have no material
impact on the financial statements in the period of initial application. The nature of the impending changes in
accounting policy on adoption of FRS 115 and FRS 109 are described below.
FRS 115 Revenue from Contracts with Customers
FRS 115 establishes a five-step model that will apply to revenue arising from contracts with customers. Under FRS
115, revenue is recognised at an amount that reflects the consideration which an entity expects to be entitled in
exchange for transferring goods or services to a customer. The principles in FRS 115 provide a more structured
approach to measuring and recognising revenue when the promised goods and services are transferred to the
customer, i.e. when performance obligations are satisfied.
Key issues for the Group include identifying performance obligations, accounting for contract modifications,
applying the constraint to variable consideration, evaluating significant financing components, measuring
progress toward satisfaction of a performance obligation, recognising contract cost assets and addressing
disclosure requirements.
Either a full or modified retrospective application is required for annual periods beginning on or after 1 January
2018 with early adoption permitted. The Group is currently assessing the impact of FRS 115 and plans to adopt
the new standard on the required effective date.
FRS 109 Financial Instruments
FRS 109 uses a single approach to determine whether a financial asset is measured at amortised cost or fair
value, replacing the many different rules in FRS 39 Financial Instruments: Recognition and Measurement. The
approach in FRS 109 is based on how an entity manages its financial instruments (its business model) and
the contractual cash flow characteristics of the financial assets, and enables companies to reflect their risk
management activities better in their financial statements, and, in turn, help investors to understand the effect
of those activities on future cash flows. FRS 109 is principle-based, and will more closely align hedge accounting
with risk management activities undertaken by companies when hedging their financial and non-financial risk
exposures. The impairment requirements in FRS 109 are based on an expected credit loss model and replace
the FRS 39 incurred loss model.
FRS 109 is effective for financial periods beginning on or after 1 January 2018 with early adoption permitted. The
Group plans to adopt the new standard on the required effective date.
32.
SIGNIFICANT RELATED PARTY TRANSACTIONS
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has
the direct and indirect ability to control the party, jointly control or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or where the Group and party are subject to common
control or common significant influence. Related parties may be individuals or other entities.
211
The Group considers the Directors of the Company, and Key Executive Officers comprising the Group CEO, key
management officers of the corporate office and CEOs of the strategic business units, to be key management
personnel in accordance with FRS 24 Related Party Disclosures.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
32.
SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)
Sale and Purchase of Goods and Services
In addition to those related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Group and related parties took place during the period at terms agreed
between the parties:
Rental and service charge income
– received from related companies
Hotel and other income
– received from related companies
Management fees
– received from related companies
– paid to a related company
– paid to a related party
Purchases
– paid to related companies
Interest (income)/expense
– received from related parties
– paid to a related company
Marketing fees
– received from related companies
Accounting and secretarial fees
– received from related companies
212
Group
2015
$'000
2014
(Restated)
$'000
(2,843)
(2,294)
(286)
–
(2,143)
1,245
180
(3,207)
12,006
360
129
34
(15,025)
–
(23,033)
25,422
(586)
(1,374)
(789)
(846)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
33.
FINANCIAL RISK MANAGEMENT
The Group and the Company are exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.
The Group has risk management policies and guidelines governing all investments, which set out its overall
business strategies, its tolerance for risk and its general risk management philosophy and has established
processes to monitor and control hedging transactions in a timely and accurate manner. All investment
opportunities are reviewed regularly by the Executive Committee of the Board to ensure that the Group’s policy
guidelines are adhered to.
(a)
Credit Risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations.
As at the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk in the event
that the counterparties fail to perform their obligations is represented by the carrying amount of each class of
financial assets recognised in the balance sheets, including derivatives with positive fair values.
As at 30 September 2015, 100% (2014: 100%) of the Company’s receivables are due from subsidiaries and a joint
venture. There is no significant credit risk as these companies are of good credit standing.
The Group has guidelines governing the monitoring of credit risk. Contractual deposits are collected and
scheduled progress payments are received from the buyers of development properties held for sale when due.
Titles to development properties held for sale are only transferred upon full settlement. Rental deposits are
collected from tenants and debts are monitored regularly to minimise risk of non-payment.
Cash and fixed deposits are placed with reputable financial institutions. Information regarding financial assets
that are either past due or impaired and the aging analysis of trade receivables is disclosed in Note 18.
With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties
to meet their obligations under the contract or arrangement. The Group’s maximum credit risk exposure for
foreign currency swap contracts and interest rate swap contracts are limited to the fair value adjustments of
these contracts. It is the Group’s and the Company’s policy to enter into financial instruments with a diversity of
credit worthy counterparties. The Group and the Company do not expect to incur material credit losses on their
financial assets or other financial instruments.
(b)
Liquidity Risk
Liquidity risk is the risk that the Group and Company will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group adopts a prudent approach to managing its liquidity risk. The Group always
maintains sufficient cash and has available funding through a diverse source of uncommitted credit facilities
from various banks and a related company. Surplus cash from subsidiaries are transferred to the Company in
accordance with its group policy for management of liquidity of the companies in the Group.
213
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
The table below analyses the maturity profile of the Group’s and Company’s financial assets and liabilities
(including derivative financial instruments) based on contractual undiscounted cash flows.
1 year
or less
$'000
2015
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
1 year
or less
$'000
2014 (Restated)
Over 5
years
$'000
1 to 5
years
$'000
Total
$'000
Group
Financial Assets
Trade and other
receivables#
Derivative financial
instruments
Cash and cash
equivalents
Total undiscounted
financial assets
Financial Liabilities
Trade and other
payables*
Derivative financial
instruments
Loans and
borrowings
Total undiscounted
financial liabilities
Total net
undiscounted
financial liabilities
833,904
133,141
132,630
1,099,675
756,808
112,070
161,758
1,030,636
20,167
55,935
1,373,140
–
–
–
76,102
30,366
7,256
1,373,140
873,378
–
–
–
37,622
873,378
2,227,211
189,076
132,630
2,548,917
1,660,552
119,326
161,758
1,941,636
1,040,874
221,757
35,941
1,298,572
1,075,720
180,176
28,466
1,284,362
24,602
36,592
–
61,194
11,520
9,077
–
20,597
1,319,292
11,281,922
814,790
13,416,004
2,287,650
9,592,712
157,528
12,037,890
2,384,768
11,540,271
850,731
14,775,770
3,374,890
9,781,965
185,994
13,342,849
(157,557)
(11,351,195)
(718,101) (12,226,853)
(1,714,338)
(9,662,639)
(24,236)
(11,401,213)
# Exclude tax recoverable.
*
Exclude progress billings received in advance.
214
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
1 year
or less
$'000
2015
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
1 year
or less
$'000
2014
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
3,075
–
–
3,075
14,707
–
–
14,707
324,184
2,191 2,719,530
3,045,905
747,310
92,619
2,429,594
3,269,523
Company
Financial Assets
Trade and other
receivables
Amounts due from
subsidiaries
Cash and cash
equivalents
Derivative financial
instrument
5,352
19,463
9,064
–
–
–
9,064
86,537
–
24,815
7,171
1,699
–
–
86,537
8,870
341,675
21,654 2,719,530
3,082,859
855,725
94,318
2,429,594
3,379,637
8,370
–
8,006
19,617
–
–
8,370
119,415
–
27,623
13,015
1,926
–
–
119,415
14,941
21,495
167,311
1,644
190,450
20,377
652,949
1,621
674,947
37,871
186,928
1,644
226,443
152,807
654,875
1,621
809,303
Total undiscounted
financial assets
Financial Liabilities
Trade and other
payables
Derivative financial
instruments
Amounts due to
subsidiaries
Total undiscounted
financial liabilities
Total net
undiscounted
financial assets/
(liabilities)
303,804
(165,274) 2,717,886
2,856,416
702,918
(560,557) 2,427,973
2,570,334
(c)
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure
to interest rate risk is in respect of debt obligations and deposits with related companies and financial institutions.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate debts with varying
tenors. To manage this mix in a cost-efficient manner, the Group uses hedging instruments such as interest rate
swaps to minimise its exposure to interest rate volatility.
215
The net fair value gain of interest rate swaps and cross currency interest rate swaps as at 30 September 2015 was
$16,094,000 (2014: $6,030,000) comprising derivative financial assets of $68,772,000 (2014: $20,172,000) and
derivative financial liabilities of $52,678,000 (2014: $14,142,000).
Sensitivity Analysis for Interest Rate Risk
For the variable rate financial assets and liabilities, one percentage point increase or decrease in interest rate,
with all other variables held constant, would decrease or increase the Group’s profit after tax by approximately
$24,297,000 (2014: $54,427,000), arising mainly as a result of higher or lower interest expense on net floating
borrowing position.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk
The purpose of the Company’s and the Group’s foreign currency hedging activities is to protect against the
volatility associated with future cash flow arising from investments in and loans granted to foreign subsidiaries.
The Company and the Group primarily utilise foreign currency forward contracts and cross currency swaps to
hedge foreign currency denominated investments and loans to foreign subsidiaries. Under this programme,
increases or decreases in the Company’s foreign currency denominated investments and loans are partially
offset by gains and losses on the hedging instruments. The Company does not use foreign currency forward
contracts or other hedging instruments for trading purposes.
In addition to transactional exposures, the Group is also exposed to foreign exchange movements on its net
investment in foreign subsidiaries. The Group uses foreign currency borrowings as a natural hedge against the
activities of the foreign subsidiaries.
The net fair value loss of the foreign currency forward contracts as at 30 September 2015 was $1,186,000 (2014:
gain of $10,995,000).
The Group’s exposure to foreign currencies as at 30 September 2015 and 30 September 2014, after taking into
account foreign currency forward contracts, were as follows:
Group
2015
Financial Assets
Trade and other receivables
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Net currency exposure
216
Group
2014 (Restated)
Financial Assets
Cash and cash equivalents
Financial Liabilities
Loans and borrowings
Net currency exposure
Australian
Dollar
$'000
Sterling
Pound
$'000
United
States
Dollar
$'000
1,870
27,842
32
1,206
591
45,424
–
29,712
–
1,238
(11,949)
34,066
Australian
Dollar
$'000
Sterling
Pound
$'000
United
States
Dollar
$'000
38,365
–
38,365
–
–
–
3,277
(105,856)
(102,579)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk (cont’d)
The Company’s exposure to foreign currencies as at 30 September 2015 and 30 September 2014, after taking
into account foreign currency forward contracts, were as follows:
Company
2015
Financial Assets
Trade and other receivables
Cash and cash equivalents
Currency exposure
Company
2014
Financial Assets
Trade and other receivables
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Currency exposure
Australian
Dollar
$'000
Sterling
Pound
$'000
United
States
Dollar
$'000
New
Zealand
Dollar
$'000
47,042
4
47,046
28
–
28
Australian
Dollar
$'000
Sterling
Pound
$'000
9,411
56
9,467
United
States
Dollar
$'000
49,158
–
49,158
New
Zealand
Dollar
$'000
53,495
588
–
54,083
27
–
–
27
141,521
60
56,790
–
(125,425)
16,156
–
56,790
Sensitivity Analysis for Foreign Currency Risk
The following table demonstrates the sensitivity analysis of the Group’s exposure to foreign currency risk on its
financial assets and liabilities as at the end of the financial year by a reasonably possible change in the A$, GBP
and US$ against the respective functional currencies of the Group entities, with all other variables held constant:
A$
– Strengthened 10% (2014: 10%)
– Weakened 10% (2014: 10%)
GBP – Strengthened 10% (2014: 10%)
– Weakened 10% (2014: 10%)
US$ – Strengthened 10% (2014: 10%)
– Weakened 10% (2014: 10%)
217
Profit before Taxation
Group
2015
$'000
2014
(Restated)
$'000
2,971
(2,971)
124
(124)
3,837
(3,837)
–
–
3,407
(3,407)
(10,258)
10,258
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 34.
FAIR VALUE OF ASSETS AND LIABILITIES
(a)
Fair Value Hierarchy
The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation
inputs used as follows:
Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3:
Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
(b)
Classifications and Fair Values
The following tables show the carrying amounts and fair values of assets and liabilities, including their levels in
the fair value hierarchy. It does not include fair value information for short term trade and other receivables, cash
and cash equivalents and trade and other payables as their carrying amounts are reasonable approximation of
fair values.
Level 1
$'000
Note
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
218
Group
2015
Assets and Liabilities
measured at Fair Value:
Financial Assets
Available-for-sale financial assets:
– Quoted investments
Derivative financial assets:
– Cross currency interest
rate swaps
– Interest rate swaps
– Foreign currency forward
contracts
Non-Financial Assets
Investment properties
Financial Liabilities
Derivative financial liabilities:
– Cross currency interest
rate swaps
– Interest rate swaps
– Foreign currency forward
contracts
Liabilities not carried at Fair Value but
for which Fair Value are disclosed:
Financial Liabilities
Bank borrowings (non-current)
21
21
21
11
21
21
21
–
–
–
–
17
–
–
–
–
15
17
–
–
–
–
–
17
17
10,594
58,178
10,594
58,178
7,330
7,330
10,594
58,178
7,330
–
76,102
12,951,192
12,951,192
12,951,192
13,027,311
12,951,192
13,027,311
(1,318)
(51,360)
(8,516)
(61,194)
–
–
–
–
(1,318)
(51,360)
(8,516)
(61,194)
(1,318)
(51,360)
(8,516)
(61,194)
25
– (9,248,578)
–
(9,248,578)
(9,255,320)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(b)
Classifications and Fair Values (cont’d)
Level 1
$'000
Note
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
Group
2014 (Restated)
Assets and Liabilities
measured at Fair Value:
Financial Assets
Available-for-sale financial assets:
– Quoted investments
Derivative financial assets:
– Cross currency interest
rate swaps
– Interest rate swaps
– Foreign currency forward
contracts
Non-Financial Assets
Investment properties
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward
contracts
Liabilities not carried at Fair Value
but for which Fair Value are
disclosed:
Financial Liabilities
Bank borrowings (non-current)
15
16
–
–
–
–
–
16
16
17,708
2,464
17,708
2,464
17,450
17,450
17,708
2,464
17,450
–
37,622
11,423,373
11,423,373
11,423,373
11,461,011
11,423,373
11,461,011
(14,142)
(6,455)
(20,597)
–
–
–
(14,142)
(14,142)
(6,455)
(20,597)
(6,455)
(20,597)
21
21
21
11
21
21
–
–
–
–
16
–
–
–
25
– (7,817,289)
–
(7,817,289)
(7,823,952)
219
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(b)
Classifications and Fair Values (cont’d)
Level 1
$'000
Note
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
Company
2015
Assets and Liabilities
measured at Fair Value:
Financial Assets
Derivative financial assets:
– Foreign currency forward
contracts
– Interest rate swaps
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Foreign currency forward
contracts
– Interest rate swaps
Company
2014
Assets and Liabilities
measured at Fair Value:
Financial Assets
Derivative financial assets:
– Foreign currency forward
contracts
– Interest rate swaps
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Foreign currency forward
contracts
– Interest rate swaps
220
21
21
11
21
21
–
–
–
–
–
–
–
5,352
19,463
–
–
5,352
19,463
5,352
19,463
–
24,815
1,600
1,600
1,600
26,415
1,600
26,415
(7,605)
(20,018)
(27,623)
–
–
–
(7,605)
(20,018)
(27,623)
(7,605)
(20,018)
(27,623)
Level 1
$'000
Note
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
21
21
11
21
21
–
–
–
–
–
–
–
7,171
1,699
–
8,870
–
–
7,171
1,699
7,171
1,699
1,600
1,600
1,600
10,470
1,600
10,470
(12,206)
(2,735)
(14,941)
–
–
–
(12,206)
(2,735)
(14,941)
(12,206)
(2,735)
(14,941)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(c)
Determination of Fair Value
The following valuation methods and assumptions are used to estimate the fair values of the following significant
classes of assets and liabilities:
(i)
Derivatives
Forward currency forward contracts, cross currency interest rate swaps and interest rate swaps are
valued using valuation techniques with market observable inputs. The most frequently applied valuation
techniques include forward pricing and swap models, using present valuation calculations. The models
incorporate various inputs including the credit quality of counterparties, foreign exchange spot and
forward rates, interest rate and forward rate curves.
(ii)
Non-Derivative Financial Liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted using the market rate of interest at the reporting date.
(iii) Other Financial Assets and Liabilities
The fair value of quoted securities is their quoted bid price at the balance sheet date. The carrying
amounts of financial assets and liabilities with a maturity of less than one year (including trade and other
receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their
fair values because of the short period to maturity. All other financial assets and liabilities are discounted
to determine their fair values.
Where discounted cash flow techniques are used, estimated future cash flows are based on management’s
best estimates and the discount rate is a market-related rate for a similar instrument in the balance sheet.
(iv)
Investment Properties
The Group’s investment property portfolio is mostly valued by external and independent valuation
companies at least once every two years. The fair values are based on open market values, being the
estimated amount for which a property could be exchanged on the date of the valuation between
a willing buyer and a willing seller in an arm’s length transaction wherein the parties had each acted
knowledgeably and without compulsion. The valuers have considered valuation techniques including
direct comparison method, capitalisation approach, discounted cash flows and residual method in
arriving at the open market value as at the balance sheet date. In determining the fair value, the valuers
have used valuation techniques which involve certain estimates. The key assumptions used to determine
the fair value of investment properties include market-corroborated capitalisation yield, terminal yield
and discount rate.
Investment properties under construction (“IPUC”) are stated at fair value which has been determined
based on valuations performed at balance sheet date. Valuations are performed by accredited
independent valuer with recognised and relevant professional qualification or internal valuers and with
recent experience in the location and category of the properties being valued. The valuation is prepared
on an ungeared basis. The fair value of IPUC is determined using a combination of capitalisation approach,
discounted cash flow analysis and residual land value method, where appropriate.
In arriving at their estimates of market value, the valuers have used their market knowledge and
professional judgement and not only relied on historical transactional comparables.
221
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements
The following table shows the valuation techniques used in measuring significant Level 3 fair values, as
well as the significant unobservable inputs used:
Recurring Fair Value Measurements
Description
Investment Properties
Commercial
– Singapore
Fair Value
as at 30
September
2015
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
5,459,600 – Capitalisation – Capitalisation rate:
(2014: 5,405,895)
approach
3.8% to 6.5%
(2014: 3.8% to 6.5%)
– Discounted
cashflow
approach
– Discount rate:
6.5% to 8.0%
(2014: 6.5% to 7.8%)
– Terminal yield rate:
3.9% to 6.0%
(2014: 3.9% to 6.5%)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Australia
745,820 – Capitalisation – Capitalisation rate:
(2014: 608,670)
approach
6.3% to 7.3%
(2014: 7.3% to 7.4%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cashflow
approach
– Discount rate:
7.8% to 9.0%
(2014: 8.8% to 9.2%)
The estimated fair value
varies inversely against
the discount rate
222
– Others
(2014: 50,423)
56,525 – Discounted
cashflow
approach
– Discount rate:
12.0%
(2014: 12.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
10.0%
(2014: 10.0%)
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d)
Recurring Fair Value Measurements (cont’d)
Description
Investment Properties
under Construction
Commercial
– Singapore
Fair Value
as at 30
September
2015
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
2,076,642 – Capitalisation
(2014: 974,291)
approach
– Capitalisation rate:
3.8% to 5.3%
(2014: 3.8% to 5.3%)
– Discounted
cashflow
approach
– Discount rate:
7.8%
(2014: 7.8%)
– Terminal yield rate:
5.5%
(2014: 5.5%)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Residual land
– Total gross
The estimated fair value
value method
development values: would increase with
$4,076,700,000
higher gross development
value and decreases
with higher cost to
completion
(2014: $1,545,000,000)
– Total estimated
construction cost to
completion:
$636,682,000
(2014: $380,000,000)
Investment Properties
Hospitality
– Singapore
763,400 – Capitalisation
(2014: 572,384)
approach
– Capitalisation rate:
3.8% to 6.0%
(2014: 3.8%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cashflow
approach
– Discount rate:
6.0% to 8.0%
(2014: 6.5%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
223
– Terminal yield rate:
3.8% to 6.0%
(2014: 3.8%)
– Australia
175,696 – Capitalisation
– Capitalisation rate:
(2014: 234,237)
approach
7.0%
(2014: 7.5%)
– Discounted
cashflow
approach
– Discount rate:
9.0%
(2014: 9.5%)
– Terminal yield rate:
7.0%
(2014: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d)
Recurring Fair Value Measurements (cont’d)
Description
Fair Value
as at 30
September
2015
$'000
Investment Properties (cont’d)
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
Hospitality (cont’d)
– Europe
610,133 – Capitalisation
(2014: 490,982)
approach
– Capitalisation rate:
5.3% to 7.5%
(2014: 7.3%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cashflow
approach
– Discount rate:
8.3% to 10.0%
(2014: 9.8%)
The estimated fair value
varies inversely against
the discount rate
– Market
comparison
method
– Transacted price
of comparable
properties(1):
$2,011 psf to
$4,457 psf
(2014: $336 psf to
$2,335 psf)
The estimated fair value
varies with different
adjustment factors used
– China
263,242 – Capitalisation
– Capitalisation rate:
(2014: 241,575)
approach
2.4%
(2014: 2.4%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cashflow
approach
– Discount rate:
5.4%
(2014: 5.4%)
The estimated fair value
varies inversely against
the discount rate
– Others
(2014: 78,476)
95,013 – Discounted
cashflow
approach
– Capitalisation rate:
8.0%
(2014: 8.0%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discount rate:
8.5%
(2014: 6.8%)
The estimated fair value
varies inversely against
the discount rate
– Market
comparison
method
– Transacted price
of comparable
properties(1):
$237 psf to $273 psf
(2014: $180 psf to
$347 psf)
The estimated fair value
varies with different
adjustment factors used
(1) Adjustments are made for any difference in the location, tenure, size and condition of the specific property.
224
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d)
Recurring Fair Value Measurements (cont’d)
Description
Investment Properties
under construction
Hospitality
– Singapore
Fair Value
as at 30
September
2015
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
155,000 – Capitalisation
– Capitalisation rate:
(2014: Nil)
approach
5.0%
(2014: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
– Europe
41,799 – Capitalisation
– Capitalisation rate:
(2014: Nil)
approach
6.0%
(2014: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cashflow
approach
– Discount rate:
8.0%
(2014: Nil)
The estimated fair value
varies inversely against
the discount rate
Investment Properties
Frasers Property
Australia
Investment Properties
under Construction
Frasers Property
Australia
2,494,441 – Capitalisation – Capitalisation rate:
(2014: 2,730,598)
approach
– Discounted
cashflow
approach
6.5% to 11.0%
(2014: 6.5% to
10.3%)
– Discount rate:
8.3% to 11.0%
(2014: 8.4% to
11.0%)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
13,881 – Capitalisation – Capitalisation rate:
(2014: 35,842)
approach
– Discounted
cashflow
approach
6.5% to 11.0%
(2014: 6.5% to
10.3%)
– Discount rate:
8.3% to 11.0%
(2014: 8.4% to
11.0%)
The estimated fair value
varies inversely against
the capitalisation rate
225
The estimated fair value
varies inversely against
the discount rate
(ii)
Movement in Level 3 Assets Measured at Fair Value
The movements of financial and non-financial assets, investment properties, classified under Level 3
have been disclosed in Note 11.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(iii)
Valuation Policies and Procedures
The significant non-financial asset of the Group categorised within Level 3 of the fair value hierarchy is
investment properties. Generally, the fair values of investment properties are determined at least once
every two years by independent professional valuers. Investment properties that are not independently
valued are carried at fair value determined by directors’ valuation.
Frasers Property Australia’s investment properties division includes a valuation team (the “FPA Valuation
Team”) where each member of this team is professionally qualified and is an accredited property valuer.
The FPA Valuation Team performs the underlying valuations that support the directors’ valuation.
The independent professional valuers and FPA Valuation Team (the “Valuers”) are experts who possess
the relevant credentials and knowledge on the subject of property valuation, valuation methodologies
and FRS 113 fair value measurement guidance to perform the valuation. For valuation performed by the
Valuers, the appropriateness of the valuation methodologies and assumptions adopted are reviewed
along with the appropriateness and reliability of the inputs (including those developed internally by the
Group) used in the valuations.
In selecting the appropriate valuation models and inputs to be adopted for each valuation that uses
significant non-observable inputs, the Valuers are required to recalibrate the valuation models and inputs
to actual market transactions (which may include transactions entered into by the Group with third
parties as appropriate) that are relevant to the valuation if such information are reasonably available.
For valuations that are sensitive to the unobservable inputs used, the Valuers are required, to the extent
practicable to use a minimum of two valuation approaches to allow for cross-checks.
Significant changes in fair value measurements from period to period are evaluated for reasonableness.
Key drivers of the changes are identified and assessed for reasonableness against relevant information
from independent sources, or internal sources if necessary and appropriate.
In accordance with the Group’s reporting policies, the valuation process and the results of the independent
valuations and directors’ valuation are reviewed at least once a year by the Executive Committee of the
Board and the Audit Committee before the results are presented to the Board of Directors for approval.
(e)
Fair Value of Financial Instruments by Classes that are not Carried at Fair Value and whose Carrying Amounts
are not Reasonable Approximation of Fair Value
(i)
Other Receivables (Non-Current) and Other Payables (Non-Current)
226
No disclosure of fair value is made for other receivables and other payables as it is not practicable to
determine their fair values with sufficient reliability since the balances have no fixed terms of repayment.
The Group and the Company do not anticipate that the carrying amounts recorded at the end of the
financial year would be significantly different from the values that would eventually be received or
settled.
(ii)
Available-for-Sale Financial Assets – Unquoted Equity Investments, at Cost
Unquoted equity investments represent ordinary shares that are not quoted on any market and do not
have any comparable industry peer that is listed. Fair value information has not been disclosed for these
investments carried at cost less impairment because fair value cannot be measured reliably. The Group
does not intend to dispose of these investments in the foreseeable future.
(iii)
Rental Deposits Payment (Non-Current)
No disclosure of fair value is made for rental deposits payables as the Group does not anticipate that
the carrying amounts recorded at the end of the financial year would be significantly different from the
values that would eventually be received or settled.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
35.
CLASSIFICATION OF FINANCIAL INSTRUMENTS
Set out below is a comparison by category of carrying amounts of all the Group’s and the Company’s financial
instruments that are carried in the financial statements.
Loans and
Receivables
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-Sale
$'000
Liabilities at
Amortised
Cost
$'000
–
1,071,423
–
1,373,140
2,444,563
–
–
–
–
–
–
56,757
–
56,757
–
19,574
–
19,574
–
–
19,345
–
19,345
–
41,620
–
41,620
2,165
–
–
–
2,165
–
–
–
–
–
1,289,637
–
–
–
– 10,275,457
– 11,565,094
Loans and
Receivables
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-Sale
$'000
Liabilities at
Amortised
Cost
$'000
–
1,343,808
–
873,378
2,217,186
–
–
–
–
–
–
–
–
–
–
8,828
–
8,828
–
–
37,622
–
37,622
–
11,769
–
11,769
2,164
–
–
–
2,164
–
–
–
–
–
1,420,597
–
–
–
–
9,361,709
– 10,782,306
227
Group
2015
Assets
Financial assets
Trade and other receivables#
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables*
Derivative financial instruments
Loans and borrowings
Group
2014 (Restated)
Assets
Financial assets
Trade and other receivables#
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables*
Derivative financial instruments
Loans and borrowings
# Exclude tax recoverable.
*
Exclude progress billings received in advance.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 35.
CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT’D)
Company
2015
Assets
Financial assets
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables
Derivative financial instruments
Company
2014
Assets
Financial assets
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables
Derivative financial instruments
228
Loans and
Receivables
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-Sale
$'000
Liabilities at
Amortised
Cost
$'000
–
3,015,187
–
9,064
3,024,251
–
–
–
–
–
19,463
–
19,463
–
20,018
20,018
–
–
5,352
–
5,352
–
7,605
7,605
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
236,942
–
236,942
Loans and
Receivables
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-Sale
$'000
Liabilities at
Amortised
Cost
$'000
–
3,243,839
–
86,537
3,330,376
–
–
–
–
–
1,699
–
1,699
–
2,735
2,735
–
–
7,171
–
7,171
–
12,206
12,206
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
766,833
–
766,833
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 36.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in
order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes during the years ended 30 September 2015 and
30 September 2014.
The Group monitors capital using a gearing ratio, which is net debt divided by total equity, as follows:
Fixed deposits, cash and bank balances
Loans and borrowings
Net borrowings
Total equity
Net borrowings over total equity ratio
Group
2015
$'000
2014
(Restated)
$'000
1,373,140
(10,275,457)
(8,902,317)
873,378
(9,361,709)
(8,488,331)
10,650,953
9,623,550
0.84
0.88
Certain entities in the Group are required to comply with certain externally imposed capital requirements in
respect of some of their external borrowings, and these have been compiled with during the year.
37.
COMMITMENTS
(a)
Capital Commitments
Capital and development expenditures contracted for as at the end of the reporting period but not recognised
in the financial statements are as follows:
Commitments in respect of contracts placed for:
– estimated development costs for properties held for sale
– capital expenditure costs for investment properties
– share of joint ventures’ and associates’ capital and development expenditure
– others
Group
2015
$'000
2014
(Restated)
$'000
1,530,907
559,019
261,717
242,787
2,594,430
1,672,587
861,596
278,410
49,195
2,861,788
229
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 37.
COMMITMENTS (CONT’D)
(b)
Operating Lease Commitments – as Lessee
Future minimum rental payable under non-cancellable operating leases at the end of the reporting period is as
follows:
Within 1 year
From 1 year to 5 years
After 5 years
Group
2015
$'000
2014
(Restated)
$'000
27,976
92,010
626,463
746,449
10,156
17,568
–
27,724
Company
2015
$'000
–
–
–
–
2014
$'000
–
–
–
–
The operating leases do not contain any escalation clauses and do not provide for contingent rents. The lease
terms do not contain restrictions on the Group activities concerning dividends, additional debts or entering into
other leasing agreements.
Rental expense recognised in the profit statement is as follows:
Minimum lease payments
(c)
Operating Lease Commitments – as Lessor
Group
2015
$'000
2014
(Restated)
$'000
15,606
3,609
The Group has entered into commercial property leases on its investment properties and properties held for
sale. These non-cancellable leases have remaining non-cancellable lease terms of between 2 to 8 years. Future
minimum rental receivable under non-cancellable operating leases at the end of the reporting period is as
follows:
230
Within 1 year
From 1 year to 5 years
After 5 years
Group
2015
$'000
2014
(Restated)
$'000
519,080
1,086,566
448,197
2,053,843
537,637
1,226,207
707,099
2,470,943
Company
2015
$'000
–
–
–
–
2014
$'000
–
–
–
–
Rental income from investment properties is disclosed in Note 11.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 38.
CONTINGENCIES
Guarantee Contracts
(i)
(ii)
As at 30 September 2015, the Company has provided bankers’ guarantees of $45,840,000 (2014:
$75,639,000) to unrelated parties in respect of performance contracts on behalf of certain subsidiaries.
No liability is expected to arise.
The Company has provided an unconditional and irrevocable corporate guarantee for up to $57,000,000
to finance the payment of development charge and construction cost of the New Wing of The Centrepoint
by The Management Corporation Strata Title Plan No. 1298 (“MCST 1298”). The corporate guarantee will
only be discharged upon full repayment of the loan by the MCST 1298. As at 30 September 2015, the
outstanding loan by MCST 1298 is $25,679,000 (2014: $13,431,000).
(iii)
A wholly-owned subsidiary of the Group has provided RMB 297,800,000 (2014: RMB 206,400,000)
corporate guarantees to banks in China in connection with loans provided by the banks to the subsidiary’s
property buyers, covering the period from loan contract date to the property delivery date.
39.
SUBSEQUENT EVENTS
On 9 November 2015, the Company announced that its Board of Directors have approved a potential strategic
investment (through the subscription of new ordinary shares) (the “Proposed Transaction”) in Golden Land
Property Development Public Company Limited (“Gold”), a public company listed on the Stock Exchange of
Thailand, subject to agreement to terms, and entry into, of a share subscription agreement (the “Agreement”).
Subject to the finalization of the terms of the Agreement, it is expected that the Company pay a consideration
of an aggregate amount of approximately S$196,000,000 (Baht 4,971,000,000) for the subscription of the new
ordinary shares, at a subscription price of approximately S$0.29 (Baht 7.25) per share.
If the Company and Gold agree on the terms of the Agreement, upon completion of the Proposed Transaction,
it is expected that FCL will hold approximately 29.5% of the enlarged issued share capital of Gold.
231
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES
Principal Activities
Effective
Shareholding
2015
2014
Subsidiaries of the Company
Country of Incorporation and Place of Business: Singapore
(a) FCL Property Investments Pte. Ltd.
Property investment
(a) FCL Enterprises Pte. Ltd.
(a) Riverside Property Pte. Ltd.
(a) FCL Centrepoint Pte. Ltd.
(a) Orrick Investments Pte Limited
(a) FCL Alexandra Point Pte. Ltd.
Property investment
Property investment
Investment holding
Property investment
Property investment
(a) FCL Management Services Pte. Ltd.
Management services
(a) FCL Assets Pte. Ltd.
(a) Frasers Hospitality Pte. Ltd.
(a) Frasers (UK) Pte. Ltd.
(a) Frasers (Australia) Pte. Ltd.
(a) FCL (China) Pte. Ltd.
(a) FCL Boon Lay Pte. Ltd.
(a) FCL (Fraser) Pte. Ltd.
(a) Frasers Centrepoint Property
Management Services Pte. Ltd.
Investment holding
Investment holding and
management services
Investment holding
Investment holding
Investment holding
Property development
Investment holding
Management services
(a) Frasers (NZ) Pte. Ltd.
Investment holding
(a) FCL China Development Pte. Ltd.
Investment holding
(a) River Valley Properties Pte Ltd
Investment holding and
property development
(a) Frasers Centrepoint Asset Management Ltd.
Management services
(a) FCL Investments Pte. Ltd.
232
(a) FCL Trust Holdings Pte. Ltd.
Investment holding
Investment holding
(a) FCL Trust Holdings (Commercial) Pte. Ltd.
Investment holding
(a) Frasers Centrepoint Asset Management
(Commercial) Ltd
Asset management, fund and
property management and
related advisory services
(a) FCL Clover Pte. Ltd.
(a) FCL Tampines Court Pte. Ltd.
(a) FCL Emerald (1) Pte. Ltd.
(a) FCL Emerald (2) Pte. Ltd.
(a) Opal Star Pte. Ltd.
(a) Fraser Suites Jakarta Pte. Ltd.
Financial services
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
(a) FCL Crystal Pte. Ltd.
Property development
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Subsidiaries of the Company (cont'd)
Country of Incorporation and Place of Business: Singapore (cont'd)
(a) FCL Topaz Pte. Ltd.
Investment holding
(a) Frasers Hospitality Investments Melbourne
Investment holding
Pte. Ltd.
(a) FCL Treasury Pte. Ltd.
(a) FCL Aquamarine Pte. Ltd.
(a) FCL Amber Pte. Ltd.
Financial services
Investment holding
Investment holding
(a) Frasers Hospitality Group Pte. Ltd.
Management services
(a) Frasers Hospitality Asset Management Pte. Ltd.
Investment holding
(formerly FCL Pearl Pte. Ltd.)
(a) Frasers Hospitality Trust Management Pte. Ltd.
(formerly FCL Quartz Pte. Ltd.)
Business and management
consultancy services
(a) Frasers Hospitality ML Pte. Ltd.
(a) Frasers Amethyst Pte. Ltd.
Subsidiaries of the Group
Investment holding
Investment holding
Country of Incorporation and Place of Business: Singapore
(a) Sinomax International Pte. Ltd.
Investment holding
(a) Singapore Logistics Investments Pte. Ltd.
Investment holding
(a) Emerald Hill Developments Pte. Ltd.
Property investment
(a) River Valley Shopping Centre Pte. Ltd.
Property investment
(a) River Valley Tower Pte. Ltd.
Property investment
(a) River Valley Apartments Pte. Ltd.
Property investment
(a) FCL Admiralty Pte. Ltd.
(a) Punggol Residences Pte. Ltd.
(a) Aquamarine Star Trust
Property development
Property development
Property investment
and development
Effective
Shareholding
2015
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
70%
80%
100%
80%
100%
100%
100%
100%
70%
80%
100%
100%
233
(a) North Gem Development Pte. Ltd.
Property development
(a) North Gem Trust
Property investment
and development
100%
100%
100%
100%
(a) Frasers Property (Europe) Holdings Pte. Ltd.
Investment holding
80%
80%
(a) Frasers Centrepoint Trust
Real Estate Investment Trust
41.32%
41.23%
(a) Frasers Commercial Trust
Real Estate Investment Trust
27.21%
27.62%
(a) Frasers Hospitality Trust
Real Estate Investment Trust
20.32%
22%
(a) Frasers Hospitality Changi Investments Pte. Ltd.
Investment holding
(a) Sembawang Residences Pte. Ltd.
Property development
(a) Frasers Hospitality Europe Investment Pte. Ltd.
Investment holding
(a) Frasers Hospitality China Square Pte. Ltd.
Investment holding
100%
80%
100%
100%
–
–
–
–
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2015
2014
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: United Kingdom
(c) Frasers Hospitality (UK) Limited
Management consultancy
services and serviced
apartments
100%
100%
Country of Incorporation and Place of Business: Australia
(a) Frasers Property Australia Pty Ltd
Investment holding
(a) Frasers Broadway Pty Ltd
(a) Frasers Putney Pty Limited
(a) Frasers Queens Pty Ltd
Property development
Property development
Investment holding and
property development
(a) Australand Corporation (NSW) Pty Limited
Investment holding
(a) Frasers Property Limited
Investment holding and
property development
(a) Australand Carlton Pty Limited
Property development
(a) Clemton Park Development No. 1 Pty Limited
Property development
(a) Australand Northshore Pty Limited
Investment holding
(a) Australand Industrial No. 76 Pty Limited
Property development
(a) Australand Residential No. 164 Pty Limited
Investment holding
(a) Australand Kellyville Partnership Pty Limited
Investment holding
(a) Australand Property Limited
Management services
(a) Port Catherine Development Pty Ltd
Property development
(a) Frasers Property (APG) Pty Limited
Management services
(a) Australand Land and Housing No. 5
Property development
(Hope Island) Pty Limited
(a) Frasers Property Australia Pty Limited
Investment holding
234
(a) Frasers AHL Pty Ltd
Trustee
Country of Incorporation and Place of Business: New Zealand
75%
75%
75%
75%
75%
75%
87.5%
87.5%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) Frasers Broadview Limited
(a) Frasers Papamoa Limited
Property development
Property development
75%
75%
67.5%
67.5%
Country of Incorporation and Place of Business: the Philippines
(1) (a) Frasers Hospitality Philippines, Inc.
Management consultancy services
(1) (a) Frasers Hospitality Investments Inc.
Property investment
100%
100%
100%
100%
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2015
2014
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: Vietnam
(a) Me Linh Point Limited
Property investment
75%
75%
Country of Incorporation and Place of Business: China
(1) (d) Singlong Property Development
Property development
100%
100%
(Suzhou) Co., Ltd
(1) (d) Chengdu Sino-Singapore Southwest
Property development
80%
80%
Logistics Co., Ltd
(1) (d) Beijing Fraser Suites Real Estate
Management Co., Ltd
Property investment
100%
100%
Country of Incorporation and Place of Business: Hong Kong
(d) Ace Goal Limited
(d) Extra Strength Limited
(d) Forth Carries Limited
(d) Forward Plan Limited
(d) Summit Park Limited
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
(d) Superway Logistics Investments
Investment holding
(Hong Kong) Limited
Associates of the Group
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
80%
Country of Incorporation and Place of Business: British Virgin Islands
(b) Supreme Asia Investments Limited
Investment holding
43.3%
43.3%
Country of Incorporation and Place of Business: China
(1) (d) Shanghai Zhong Jun Property Real
Property development
45.2%
45.2%
Estate Development Co., Ltd
Joint Arrangements of the Group
The joint ventures and joint operations are individually immaterial to the Group.
235
(a)
(b)
(c)
(d)
Note (1) Accounting year end is 31 December.
Audited by Ernst & Young in the respective countries.
Not required to be audited under laws of the country of incorporation.
Audited by KPMG, Nottingham.
Audited by other firms.
41.
AUTHORISATION OF FINANCIAL STATEMENTS
The financial statements for the financial year ended 30 September 2015 were authorised for issue in accordance
with a resolution of the Directors on 19 November 2015.
Frasers centrepoint limited & subsidiariesannual report 2015Notes to the FiNaNcial statemeNts For tHe Year ended 30 september 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
PROPERTY, PLANT AND EQUIPMENT
239 units of hotel residences in 80 Albert Street, Brisbane QLD 4000,
Australia
Freehold, gross floor area – 14,217 sqm
Book Value
$’000
90,394
236 apartments and suites at Fraser Suites Perth, 10 Adelaide Terrace, East
Perth WA 6004, Australia
Freehold, gross floor area – 27,447 sqm
117,959
Australia
Capri by Fraser, Brisbane
Fraser Suites Perth
United Kingdom
Malmaison Belfast
A boutique hotel situated at 34-38 Victoria Street, Belfast, BT1 3GH,
Northern Ireland. The property provides a 64 bedroom boutique hotel, a 60
cover restaurant, bar, gym and meeting rooms for a total capacity of 40.
Freehold, gross floor area – 3,600 sqm
Malmaison Edinburgh
A boutique hotel situated at 1 Tower Place, Edinburgh, EH6 7BZ, Scotland.
The property provides a 100 bedroom boutique hotel, a 53 cover
restaurant, bar, gym and meeting rooms for a total capacity of 70.
Freehold, gross floor area – 6,340 sqm
Malmaison Glasgow
Malmaison Leeds
Malmaison Liverpool
236
Malmaison Reading
A boutique hotel situated at 278 West George Street, Glasgow G2 4LL,
Scotland. The property provides a 72 bedroom boutique hotel, a 106 cover
restaurant, 2 bars, gym and meeting rooms for a total capacity of 45.
Freehold, gross floor area – 4,408 sqm
A boutique hotel situated at 1 Swinegate, Leeds, LS1 4AG, England. The
property provides a 100 bedroom boutique hotel, a 96 cover restaurant,
bar, gym and meeting rooms for a total capacity of 45.
Freehold, gross floor area – 7,920 sqm
A boutique hotel situated at 7 William Jessop Way, Liverpool L3 1QZ,
England. Occupying floors ground to sixth, the boutique hotel provides 130
bedrooms, a 65 cover Brasserie restaurant, 2 private dining rooms (Kitchen
& Boudoir with 18 covers), a 70 seat Mal Bar, a small gym and four meeting
rooms with a maxiumum capacity of 100.
Leasehold (Lease expires year 2146), gross floor area – 8,250 sqm
A boutique hotel situated at 18-20 Station Road, Reading RG1 1JX,
England. The property provides a 75 bedroom boutique hotel, a 76 cover
restaurant, bar, gym and meeting rooms for a total capacity of 25.
Leasehold (Lease expires year 2894), gross floor area – 1,804 sqm
Hotel du Vin Birmingham A boutique hotel situated at Church Street, Birmingham, B3 2NR, England.
The property provides a 66 bedroom boutique hotel, a 85 cover restaurant,
bar, gym and meeting rooms for a total capacity of 90.
Leasehold (Lease expires year 2150), gross floor area – 4,510 sqm
Hotel du Vin Brighton
A boutique hotel situated at Ship Street, Brighton BN1 1AD, England. The
property provides a 49 bedroom boutique hotel, a 80 cover restaurant, bar,
and meeting rooms for a total capacity of 110.
Freehold, gross floor area – 5,693 sqm
16,072
32,568
22,922
31,063
30,212
28,710
22,072
40,482
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
United Kingdom (cont’d)
Hotel du Vin Bristol
A boutique hotel situated at The Sugar House, Narrow Lewins Mead,
Bristol BS1 2NU, England. The property provides a 40 bedroom boutique
hotel, a 80 cover restaurant, bar and 3 meeting rooms for a maximum
capacity of 72.
Freehold, gross floor area – 3,272 sqm
Book Value
$’000
27,423
Hotel du Vin Cambridge
A boutique hotel situated at 15-19 Trumpington Street, Cambridge CB2 1QA,
England. The property provides a 41 bedroom boutique hotel, an 82 cover
restaurant, bar and two meeting rooms for a maximum capacity of 24.
Leasehold (Lease expires year 2105), gross floor area – 4,320 sqm
33,813
Hotel du Vin Cheltenham A boutique hotel situated at Parabola Road, Cheltenham, Gloucestershire
19,712
GL50 3AQ, England. The property provides a 49 bedroom boutique hotel, a
110 cover restaurant, bar and meeting rooms for a total capacity of 40.
Freehold, gross floor area – 3,625 sqm
Hotel du Vin Edinburgh
A boutique hotel situated at 11 Bistro Place, Edinburgh EH1 1EZ, Scotland.
The property provides a 47 bedroom boutique hotel, a 80 cover restaurant,
bar and meeting rooms with capacity of 36.
Freehold, gross floor area – 4,126 sqm
Hotel du Vin Glasgow
Hotel du Vin Harrogate
A boutique hotel situated at Devonshire Gardens, Glasgow G12 0UX,
Scotland. The property provides a 49 bedroom boutique hotel, a 80 cover
restaurant, bar, gym and meeting rooms for a maximum capacity of 50.
Freehold, gross floor area – 5,280 sqm
A boutique hotel situated at Prospect Place, Harrogate, North Yorkshire,
HG1 1LB, England. The property provides a 48 bedroom boutique hotel, a
90 cover restaurant, bar and meeting rooms for a total capacity of 60.
Freehold, gross floor area – 7,552 sqm
Hotel du Vin Henley-on-
Thames
A boutique hotel situated at New Street, Henley-on-Thames, Oxfordshire
RG9 2BP, England. The property provides a 43 bedroom boutique hotel, a
80 cover restaurant, bar and meeting rooms for a total capacity of 56.
Freehold, gross floor area – 5,260 sqm
26,784
25,067
16,069
20,567
Hotel du Vin Newcastle-
upon-Tyne
A boutique hotel situated at Allan House, City Road, Newcastle-upon-Tyne,
NE1 2BE, England. The property provides a 42 bedroom boutique hotel, a
84 cover restaurant, bar and meeting rooms for a maximum capacity of 36.
Freehold, gross floor area – 3,491 sqm
10,286
237
Hotel du Vin Poole
A boutique hotel situated at The Quay, Thames Street, Poole, BH15 1JN,
England. The property provides a 38 bedroom boutique hotel, a 85 cover
restaurant, bar and meeting rooms for a total capacity of 30.
Freehold and leasehold (Lease expires year 2078), gross floor area
– 2,610 sqm
Hotel du Vin St Andrews
A boutique hotel situated at 40 The Scores, St Andrew's, KY16 9AS,
Scotland. The property provides a 40 bedroom boutique hotel, a 56 cover
restaurant, bar and meeting rooms for a total capacity of 120.
Freehold, gross floor area – 3,974 sqm
8,781
14,142
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
United Kingdom (cont’d)
Hotel du Vin Tunbridge
Wells
Hotel du Vin Wimbledon
A boutique hotel situated at Crescent Road, Tunbridge Wells, TN1 2LY,
England. The property provides a 34 bedroom boutique hotel, a 88 cover
restaurant, bar and meeting rooms with a maximum capacity of 80.
Freehold, gross floor area – 2,916 sqm
A boutique hotel situated at Cannizaro House, West Side Common,
London, SW19 4 UE, England. The property provides a 48 bedroom
boutique hotel, a 60 cover restaurant, bar and meeting rooms for a total
capacity of 120.
Leasehold (Lease expires year 2111), gross floor area – 4,531 sqm
Hotel du Vin Winchester
A boutique hotel situated at 14 Southgate Street, Winchester, Hampshire,
SO23 9EF, England. The property provides a 24 bedroom boutique hotel, a
60 cover restaurant, bar and meeting rooms for a total capacity of 50.
Freehold, gross floor area – 2,225 sqm
Hotel du Vin York
A boutique hotel situated at 89 The Mount, York, YO24 1AX, England. The
property provides a 44 bedroom boutique hotel, a 70 cover restaurant, bar
and meeting rooms for a total capacity of 30.
Freehold, gross floor area – 4,210 sqm
HELD THROUGH FRASERS HOSPITALITY TRUST
SINGAPORE
Book Value
$’000
19,920
38,103
17,561
22,496
InterContinental Singapore 406 hotel rooms at 80 Middle Road, Singapore 188966
500,626
Leasehold (Lease expires year 2089), gross floor area – 49,987 sqm
MALAYSIA
The Westin Kuala Lumpur
443 hotel rooms at 199 Jalan Bukit Bintang, Kuala Lumpur, 55100, Malaysia
Freehold, gross floor area – 79,593 sqm
146,138
JAPAN
238
ANA Crowne Plaza Kobe
593 hotel rooms at 1-Chrome, Kitano-Cho, Chuo-Ku, Kobe, 650-0002, Japan
Freehold, gross floor area – 136,657 sqm
130,984
AUSTRALIA
Novotel Rockford Darling
Harbour
230 hotel room units at Novotel Rockford Darling Harbour, 17 Little Pier
Street, Darling Harbour, NSW 2000, Australia
Leasehold (Lease expires year 2098), gross floor area – 12,128 sqm
64,610
Sofitel Sydney Wentworth
436 hotel rooms at 61–101 Phillip Street, Sydney, NSW 2000, Australia
Leasehold (Lease expires year 2090), gross floor area – 33,589 sqm
193,623
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
HELD THROUGH FRASERS HOSPITALITY TRUST (CONT’D)
UNITED KINGDOM
Park International London
171 hotel rooms at 117-129 Cromwell Road, South Kensington, London,
SW7 4DS, United Kingdom
Leasehold (Lease expires 2089), gross floor area – 6,825 sqm
Best Western Cromwell
London
85 hotel rooms at 108, 110 and 112 Cromwell Road, London, SW7 4ES,
United Kingdom
Leasehold (Lease expires 2089), gross floor area – 2,512 sqm
LANDS AND BUILDINGS – HOTELS
OTHER EQUIPMENT, FURNITURE AND FITTINGS
TOTAL PROPERTY, PLANT AND EQUIPMENT
Book Value
$’000
82,631
35,746
1,887,536
103,478
1,991,014
239
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES
Singapore
Alexandra Point
Robertson Walk & Fraser
Place Robertson Walk
The Centrepoint
Valley Point
A 24-storey office building at 438 Alexandra Road
Freehold, lettable area – 18,542 sqm
A 10-storey commercial-cum-serviced apartment complex with a
2-storey basement carpark, a 2-storey retail podium and 164 serviced
apartment units at Robertson Walk Shopping Centre and Fraser Place
Robertson Walk, 11 Unity Street
Leasehold (Lease expires year 2840)
Lettable area:
Retail
Serviced apartments
Total
9,016 sqm
17,694 sqm
26,710 sqm
A 7-storey shopping-cum-residential complex with 2 basement floors at
The Centrepoint, 176 Orchard Road
Freehold and leasehold (Lease expires year 2078), lettable area
– 33,845 sqm
A 20-storey commercial-cum-serviced apartment complex with a
5-storey covered carpark, a 5-storey podium block, a 2-storey retail
podium and 255 serviced apartment units at Valley Point Shopping
Centre/Office Tower and Fraser Suites River Valley, River Valley Road
Leasehold (Lease expires year 2876)
Lettable area:
Retail
Office
Total
4,014 sqm
17,014 sqm
21,028 sqm
51 Cuppage Road
A 10-storey commercial building at 51 Cuppage Road
Leasehold (Lease expires year 2095), lettable area – 25,549 sqm
Centrepoint Apartment
An apartment unit
Capri by Fraser Changi City 313 units of hotel residences at Changi Business Park Central 1
Leasehold (Lease expires year 2069), lettable area – 10,583 sqm
Australia
240
Fraser Place Melbourne
112 serviced apartment units in 2 blocks of high rise building at 19
Exploration Lane, Melbourne VIC 3000
Freehold, lettable area – 3,801 sqm
Frasers Property Australia
(“FPA”) Group's
Completed Investment
Properties
A property comprising a warehouse and office at 6 Butu Wargun Drive,
Greystanes, NSW
Lettable area – 19,218 sqm
A property comprising a warehouse facility, two level office and
showroom at 21-33 South Park Drive, Dandenong South, VIC
Lettable area – 22,106 sqm
A car park comprising 267 public car parking spaces at 50 Southbank
Boulevard, Southbank, VIC
A property comprising a warehouse and a single storey office at 64
West Park Drive, West Park, Derrimut, VIC
Lettable area – 20,337 sqm
Book Value
$’000
289,000
329,000
620,000
308,000
400,000
1,600
203,400
29,353
28,932
19,421
15,617
16,618
Frasers centrepoint limited & subsidiariesannual report 2015
PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
FPA Group’s Completed
Investment Properties
(cont’d)
A property comprising an industrial facility with a warehouse and
an attached single level office building at 81-103 South Park Drive,
Dandenong South, VIC
Lettable area – 10,425 sqm
A property comprising a freestanding industrial distribution facility, split
into two tenancies, at 8 Butu Wargun Drive, Greystanes, NSW
Lettable area – 22,511 sqm
A property comprising a distribution facility incorporating a single level
office attached to a large warehouse at 468 Boundary Road, West Park,
Derrimut, VIC
Lettable area – 24,732 sqm
Book Value
$’000
9,310
33,737
22,425
A property comprising a large refrigerated warehouse and distribution
centre together with a two storey office at 3135 & 3277 Beaudesert Road,
Parkinson, QLD
Lettable area – 54,245 sqm
197,617
A property comprising an industrial office and warehouse facility at 98-
126 South Park Drive, Dandenong, VIC
Lettable area – 21,070 sqm
A property comprising an office and warehouse facility at 18-20 Butler
Boulevard, Burbridge Business Park, Adelaide Airport, SA
Lettable area – 6,991 sqm
A property comprising an industrial facility with two separate offices
and warehouses at 25–29 Jets Court, Melbourne Airport Business Park,
Tullamarine, VIC
Lettable area – 15,544 sqm
A property comprising a warehouse and distribution facility with a
single level office at 38-52 Sky Road, Melbourne Airport Business Park,
East Tullamarine, VIC
Lettable area – 46,231 sqm
A property comprising a warehouse facility and a freestanding two level
office at Spring Valley Business Park, 610 Heatherton Road, Clayton South,
VIC
Lettable area – 8,387 sqm
32,235
8,509
9,811
23,226
19,021
241
A property comprising a warehouse and distribution facility at 44
Cambridge Street, Rocklea, QLD
Lettable area – 10,891 sqm
An office tower at 28 Southbank Boulevard, Southbank, VIC – FW28
(50% interest)
Lettable area – 33,993 sqm
A property comprising an industrial facility, two level office and ground
floor café at 115-121 South Centre Road, Melbourne Airport, Tullamarine,
VIC
Lettable area – 3,085 sqm
14,816
126,639
5,706
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
FPA Group’s Completed
Investment Properties
(cont’d)
242
A property comprising a warehouse distribution facility and a two level
office at 28-32 Sky Road East, Melbourne Airport Business Park, Melbourne
Airport, Tullamarine, VIC
Lettable area – 12,086 sqm
A property comprising a two storey office and warehouse facility with
multiple loading docks at 8 Distribution Place, Seven Hills, NSW
Lettable area – 12,319 sqm
A property comprising a warehouse facility and a single level office at
Boundary Road Cnr West Park Drive, Derrimut, VIC
Lettable area – 10,078 sqm
A property comprising the common facilities including a café, childcare
centre, car wash, gym, pool and common parking areas at Rhodes
Corporate Park, 1 Homebush Bay Drive, Rhodes, NSW
Lettable area – 1,338 sqm
A property comprising four industrial units with associated offices at BBP2,
5 Butler Boulevard, Adelaide Airport, SA
Lettable area – 8,224 sqm
A property comprising an office warehouse at Hudswell Road, Perth
Airport, WA
Lettable area – 20,143 sqm
A property comprising an industrial facility with a three level office at 96-
106 Link Road, Melbourne Airport Business Park, Tullamarine, VIC
Lettable area – 18,599 sqm
A property comprising two warehouses and distribution facilities with
associated office accommodation at 17-23 Jets Court, Melbourne Airport
Business Park, Tullamarine, VIC
Lettable area – 9,869 sqm
A property comprising a two level office and warehouse at 260 Earnshaw
Road, Northgate, QLD
Lettable area – 30,779 sqm
A property comprising a warehouse facility and associated office at Greens
Road & South Park Drive, Dandenong, VIC
Lettable area – 12,729 sqm
A property comprising an office and warehouse facility at BBP4, 20-24
Butler Boulevard, Adelaide Airport, SA
Lettable area – 11,197 sqm
A property comprising a port related automotive vehicle storage and
distribution facility at Lot 104 & 105 Tom Thumb Road, Port Kembla, NSW.
The two adjoining sites extend to 101,870 sqm with improvements of
3,283 sqm.
A property comprising a warehouse and associated offices at 99 Station
Road, Seven Hills, NSW
Lettable area – 10,772 sqm
Book Value
$’000
8,609
21,223
8,109
10,011
7,809
18,420
26,129
7,608
49,554
11,613
10,712
22,825
15,617
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
FPA Group’s Completed
Investment Properties
(cont’d)
A property comprising two attached warehouses with internal office
accommodation at Part Lot 192 and 193 Cnr Robinsons Road, Sunline and
Saintly Drives, West Park Industrial Estate, Derrimut, VIC
Lettable area – 26,153 sqm
A property comprising two units warehouse and office facility at 144-166
Atlantic Drive, Keysborough, VIC
Lettable area – 27,272 sqm
A property comprising an industrial warehouse and an attached two level
office building at 49-71 Pacific Drive, Keysborough, VIC
Lettable area – 25,163 sqm
Book Value
$’000
27,130
31,284
27,330
A property comprising office accommodation at Rhodes F, Homebush Bay
Drive, Rhodes, NSW
Lettable area – 17,647 sqm
103,113
A property comprising two warehouse and office at 170 Pacific Drive &
170-172 Atlantic Drive, Keysborough, VIC
Lettable area – 30,004 sqm
A property comprising a warehouse and office at 30 Flint Street & 374
Boundary Road, Inala, QLD
Lettable area – 15,052 sqm
A property comprising a warehouse and ancillary office at 4 Kangaroo
Avenue, Eastern Creek, NSW
Lettable area – 15,918 sqm
A property comprising two attached warehouses with office
accommodation at 2-34 Aylesbury Drive, Altona, VIC
Lettable area – 21,493 sqm
A property comprising two attached warehouses with office
accommodation at 70-86 Atlantic Drive, Keysborough, VIC
Lettable area – 13,495 sqm
A property comprising 3 adjacent warehouses with internal offices at Cnr
Sunline & Efficient Drives, Truganina, Derrimut, VIC
Lettable area – 38,335 sqm
A property comprising a freestanding warehouse and associated offices,
split into two tenancies, at 11 Gibbon Road, Winston Hills, NSW
Lettable area – 16,648 sqm
A property comprising a warehouse and distribution facility with a single
level office at 42-46 Sunline Drive, Truganina, Derrimut, VIC
Lettable area – 14,636 sqm
A property comprising a warehouse and associated offices at Lot 22
Raffles Glade, Eastern Creek, NSW
Lettable area – 16,074 sqm
A property comprising a warehouse and associated offices, split into two
tenancies, at Lot 5 Kangaroo Close, Eastern Creek, NSW
Lettable area – 23,112 sqm
31,635
23,426
26,729
20,923
15,317
36,740
37,041
15,517
25,778
36,240
243
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
FPA Group’s Completed
Investment Properties
(cont’d)
A property comprising a warehouse and associated offices at Lot 6
Kangaroo Avenue, Eastern Creek, NSW
Lettable area – 41,401 sqm
A property comprising a warehouse and associated offices at 77 Atlantic
Drive, Keysborough, VIC
Lettable area – 15,095 sqm
A property comprising three level office accommodation at 658 Church
Street, Richmond, VIC
Lettable area – 7,948 sqm
A property comprising office complex at 690 Springvale Road and
350 Wellington Road, Mulgrave, VIC
Lettable area – 21,037 sqm
An 8-storey office building at 5 Henry Deane Place, Railway Square,
Sydney, NSW
Lettable area – 9,112 sqm
A property comprising a warehouse and manufacturing facility at 57-71
Platinum Street, Crestmead, QLD
Lettable area – 19,299 sqm
A property comprising a single level office and warehouse at 5-7 Trade
Street, Lytton, QLD
Lettable area – 14,479 sqm
A property comprising an office and temperature controlled warehouse
facility at Lot 102 Coghlan Road, Outer Harbour, SA
Lettable area – 6,626 sqm
A property comprising a warehouse and an attached 2-storey office at 23
Scanlon Drive, Epping, VIC
Lettable area – 12,361 sqm
A property comprising two freestanding industrial facility at 2 Douglas
Street, Port Melbourne, VIC
Lettable area – 21,803 sqm
A property comprising a warehouse and distribution facility with a single
level office at 99 Shettleston Street, Rocklea, QLD
Lettable area – 15,186 sqm
A property comprising a warehouse and production facility with associated
office accommodation at 51 Stradbroke Street, Heathwood, QLD
Lettable area – 14,916 sqm
A property comprising a warehouse and 2-storey office component at 227
Walters Road, Arndell Park, NSW
Lettable area – 17,733 sqm
A property comprising a two level office and warehouse at 8 Stanton
Road, Seven Hills, NSW
Lettable area – 10,708 sqm
Book Value
$’000
58,765
17,820
39,243
82,491
48,954
28,381
14,516
6,707
12,714
21,924
21,023
22,525
23,326
14,816
244
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
FPA Group’s Completed
Investment Properties
(cont’d)
An 8-storey building with a terrace area on level seven at 26-30 Lee Street,
Gateway Building, Sydney, NSW
Lettable area – 12,601 sqm
A property comprising an industrial facility with full vehicular access and a
single level office at 10 Butu Wargun Drive, Greystanes, NSW
Lettable area – 25,705 sqm
A six level office accommodation and a café at 1B Homebush Bay Drive,
Rhodes Corporate Park, Rhodes, NSW
Lettable area – 12,799 sqm
A commercial office building with five levels office accommodation at
1D Homebush Bay Drive, Rhodes Corporate Park, Rhodes, NSW
Lettable area – 17,238 sqm
An eight level office building including a café at Tower A, 197-201 Coward
Street, Mascot, NSW
Lettable area – 12,700 sqm
A property comprising a two level office accommodation, undercover
parking and a warehouse at Lot 101, 10 Stanton Road, Seven Hills, NSW
Lettable area – 7,065 sqm
A property comprising an extensive warehouse and distribution centre,
with associated offices, at 80 Hartley Road, Smeaton Grange, NSW
Lettable area – 61,281 sqm
A property comprising a ground floor and seven upper levels of office
accommodation at Tower B, 197-201 Coward Street, Mascot, NSW
Lettable area – 10,253 sqm
Book Value
$’000
78,987
33,637
71,479
107,418
70,227
11,713
60,166
51,156
An office tower with retail, food and amenity at Freshwater Place Office
Tower, 2 Southbank Boulevard, Southbank, VIC (50% interest)
Lettable area – 54,922 sqm
211,332
A property comprising a warehouse with two level office at 63 South Park
Drive, Dandenong, VIC
Lettable area – 13,963 sqm
13,715
245
A property comprising a warehouse and office at 47-59 Boundary Road,
Carole Park, QLD
Lettable area – 13,260 sqm
A property comprising a single level office and temperature controlled
warehouse at 22-28 Bam Wine Court, Dandenong South, VIC
Lettable area – 17,606 sqm
A property comprising a three level office and warehouse at 2 Wonderland
Drive, Eastern Creek, NSW
Lettable area – 29,047 sqm
A property comprising a warehouse and detached two level office building
at 286 Queensport Road, Murarrie, QLD
Lettable area – 21,531 sqm
13,315
18,821
47,252
31,935
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Book Value
$’000
A 22-storey retail/office building plus 2 basements at Me Linh Point Tower,
2 Ngo Duc Ke Street, District 1, Ho Chi Minh City
Leasehold (Lease expires year 2045), lettable area – 17,489 sqm
56,525
Vietnam
Me Linh Point
China
Fraser Suites CBD Beijing
Philippines
Fraser Place Manila
Europe
A building comprising residential apartments (3rd to 23rd levels) and
clubhouse (2nd level) at Fraser Suites CBD Beijing (EEL), 12 Jin Tong Xi
Road, Chaoyang District, Beijing
Leasehold: Residential (Lease expires year 2073)
Clubhouse (Lease expires year 2043)
Lettable area – 28,448 sqm
89 serviced apartment units with 116 car park lots in the East Tower of
Fraser Place Forbes Tower, Valero Street, Salcedo Village, Makati City,
Manila
Freehold, lettable area – 17,046 sqm
Capri by Fraser Bacelona
97 serviced apartments at Sancho de Avila, 32-34 Barcelona, Spain
Freehold, lettable area – 3,626 sqm
Fraser Suites Kensington
69 residential apartments at Fraser Suites Kensington, 75 Stanhope
Gardens London SW7 5RN
Freehold, lettable area – 6,743 sqm
Capri by Fraser Frankfurt
153 serviced apartments at 42 Europa-allee, 60327, Frankfurt am Maine,
Germany
Freehold, lettable area – 5,688 sqm
Indonesia
246
Fraser Residence Sudirman 108 serviced apartment units in Fraser Tower of Fraser Residence
47,623
Sudirman Jakarta, The Peak Sudirman Jakarta, Jl. Setiabudi Raya No. 9,
Jakarta, Sudirman, Jakarta 12910
Freehold, lettable area – 11,324 sqm
HELD THROUGH FRASERS CENTREPOINT TRUST
Singapore
Causeway Point
Northpoint
A 7-storey retail mall (including 1 basement level) and 7 levels of car park
(B2, B3 and 2nd-6th levels) at 1 Woodlands Square
Leasehold (Lease expires year 2094), lettable area – 38,626 sqm
1,110,000
A 6-storey retail mall (including 2 basement levels) and 3 levels of car park
(B1-B3) at 930 Yishun Avenue 2
Leasehold (Lease expires year 2089), lettable area – 21,911 sqm
665,000
311,000
Changi City Point
A 3-storey retail mall (including 1 basement level) at 5 Changi Business
Park Central 1
Leasehold (Lease expires year 2069), lettable area – 19,253 sqm
263,243
47,390
27,321
253,818
48,503
Frasers centrepoint limited & subsidiariesannual report 2015
PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS CENTREPOINT TRUST (CONT’D)
Singapore (cont’d)
Bedok Point
YewTee Point
Anchorpoint
A 5-storey retail mall (including 1 basement level) and 1 basement car park
at 799 New Upper Changi Road
Leasehold (Lease expires year 2077), lettable area – 7,684 sqm
A 2-storey retail mall (including 1 basement level) and 1 basement car park
at 21 Choa Chu Kang North 6
Leasehold (Lease expires year 2105), lettable area – 6,844 sqm
A 2-storey retail mall (including 1 basement level) and an adjacent
2-storey restaurant building at 368 and 370 Alexandra Road
Freehold, lettable area – 6,595 sqm
HELD THROUGH FRASERS COMMERCIAL TRUST
China Square Central
15-storey office and retail tower with basement carpark and heritage
shophouses at 18, 20 & 22 Cross Street, China Square Central
Leasehold (Lease expires year 2096), lettable area – 34,577 sqm
Alexandra Technopark1
High-tech business space development comprising an 8-storey and a
9-storey air-conditioned buildings with basement carpark at Alexandra
Technopark 438A and 438B Alexandra Road.
Freehold, lettable area – 97,104 sqm
55 Market Street
16-storey office and retail building at 55 Market Street
Leasehold (Lease expires year 2825), lettable area – 6,670 sqm
Australia
Central Park
47 storey office tower at 152-158 St Georges Terrace, Perth
Freehold, lettable area – 33,151 sqm
Book Value
$’000
108,000
170,000
100,000
570,000
552,000
136,000
290,319
Caroline Chisholm Centre 5 storey office complex at Caroline Chisholm Centre Block 4 Section 13,
215,237
Tuggeranong
Leasehold (Lease expires year 2101), lettable area – 40,244 sqm
247
357 Collins Street
25 storey office and retail building with a basement carpark at 357 Collins
Street, Melbourne
Freehold, lettable area – 31,923 sqm
240,264
HELD THROUGH FRASERS HOSPITALITY TRUST
Singapore
Fraser Suites Singapore1
255 serviced apartment units at 491A River Valley Road, Singapore 248372
Freehold, lettable area – 22,214 sqm
350,000
Australia
Fraser Suites Sydney1
201 serviced apartment units at Fraser Suites Sydney, 488 Kent Street,
Sydney, NSW 2000
Freehold, lettable area – 12,137 sqm
146,343
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS HOSPITALITY TRUST (CONT’D)
United Kingdom
Book Value
$’000
Fraser Place Canary Wharf1 2 buildings of 96 residential apartments at 80 Boardwalk Place, London
93,353
E14 5SF, United Kingdom
Freehold, lettable area – 4,460 sqm
Fraser Suites Glasgow1
A 4-storey building of 99 serviced apartments at Fraser Suites Glasgow,
1-19 Albion Street, Glasgow G1 1LH, Scotland, United Kingdom
Freehold, lettable area – 4,964 sqm
Fraser Suites Edinburgh1
A 8-storey building of 75 residential apartments at Fraser Suites Edinburgh,
12-26 Street Giles Street, Edinburgh EH1 1PT, Scotland, United Kingdom
Freehold, lettable area – 2,333 sqm
22,801
31,405
Fraser Place Queens Gate1 105 residential apartments at Fraser Place Queens Gate, 39B Queens Gate
Gardens, London SW7 5RR, United Kingdom
Freehold, lettable area – 4,188 sqm
132,932
TOTAL COMPLETED INVESTMENT PROPERTIES
10,663,870
INVESTMENT PROPERITIES UNDER CONSTRUCTION
Singapore
Frasers Tower
North Point City
A commercial development at Cecil Street/Telok Ayer Street
Leasehold (Lease expires year 2112), gross floor area of 77,162 sqm
A mixed commercial and residential development integrated with bus
interchange and community club at Yishun Avenue 2/Yishun Central
Leasehold (Lease expires year 2114), gross floor area of approximately
44,017 sqm
Book Value
$’000
1,034,264
1,042,378
248
Capri by Fraser
China Square
298 units of hotel residences at 181 South Bridge Road
Leasehold (Lease expires year 2096), gross floor area of 16,000 sqm
155,000
Europe
Fraser Suites Hamburg
147 serviced apartment units at Rodingsmarkt 2, Hamburg, Germany
Freehold, lettable area – 5,273 sqm
Australia
FPA Group's Investment
Properties under
Construction
A two storey office and warehouse facility fronting Wellington Road,
Mulgrave, VIC
Gross lettable area of 6,710,000 sqm
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION
TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)
41,799
13,881
2,287,322
12,951,192
1 Due to the consolidation of the Reits, the carrying values of these properties have been adjusted to reflect the Group's freehold interest in
the properties.
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
COMPLETED PROPERTIES HELD FOR SALE
Singapore
Soleil@Sinaran
Holland Park
Palm Isles
Twin Waterfalls
Australia
Lumiere
Central Park – JVs
Central Park
– Broadway
Queens Riverside
Putney Hill
China
Leasehold land of approximately 12,468 sqm situated at Sinaran Drive. The
development has a gross floor area of 44,878 sqm and consists of 417
condominium units.
Freehold land of approximately 2,801 sqm at Holland Park for the
development of 2 good class bungalows for sale.
Leasehold land (Lease expires year 2110) of approximately 26,818 sqm at
Flora Drive for the development of 429 residential units and 1 retail unit of
approximately 40,323 sqm of gross floor area for sale.
Leasehold land (Lease expires year 2110) of approximately 25,164 sqm at
Punggol Walk for the development of 728 executive condominium units of
approximately 76,713 sqm of gross floor area for sale.
Freehold land of approximately 3,966 sqm situated at former Regent
Theatre, Frontages on George Street, Bathurst & Kent Street, Sydney NSW.
The development has a gross floor area of 61,146 sqm and consists of 1
retail podium, 456 residential units, 201 serviced apartments, 3 retail units
and 19 commercial suites.
Freehold land of approximately 48,000 sqm situated at Broadway, Sydney
NSW for a proposed mixed development of approximately 2,069 residential
apartment units of approximately 107,287 sqm of gross floor area for sale and
commercial space of approximately 21,715 sqm of gross floor area for sale.
Freehold land of approximately 10,000 sqm situated at Broadway, Sydney
NSW for a proposed mixed development with commercial space of
approximately 7,815 sqm of gross floor area for sale.
Freehold land of approximately 11,895 sqm situated at East Perth for
a proposed mixed development comprises approximately 374 private
apartment units and 7 commercial space of a total of approximately 30,556
sqm of gross floor area for sale.
Freehold land of approximately 113,500 sqm situated at Putney, Sydney
NSW for a proposed development comprises 145 apartments and 16 houses
of approximately 15,321 sqm of gross floor area for sale.
Chengdu Logistics Hub Leasehold land of approximately 195,846 sqm situated at Chengdu. Phase 1
and 2 (Office) of the development has a gross floor area of 252,148 sqm and
consists of 299 offices, 27 warehouses and 885 carpark lots.
Baitang One
Leasehold land of approximately 314,501 sqm situated at Gongye Yuan
District, Nan Shi Jie Dong, Suzhou. Phase 1a and 1b of the development has
a gross floor area of 132,520 sqm for sale and consists of 968 apartment
units. Phase 2a and 2b has a gross floor area of 151,049 sqm for sale and
consists of 898 apartment units. Phase 3a has a gross floor area of 77,711
sqm for sale and consists of 706 units.
Effective
Group Interest
%
100.0
100.0
100.0
80.0
87.5
37.5
75.0
87.5
75.0
80.0
100.0
United Kingdom
Wandsworth Riverside
Quarter
Freehold land of approximately 20,531 sqm situation at south bank of River
Thames, London. Phase 3A (One and Three Riverside) comprises 121 private
apartments, 18 affordable apartments and 12 commercial units.
80.0
249
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
Singapore
Twin Fountains
Parc Life
North Park
Residences
Australia
Queens Riverside
Leasehold land (Lease expires year 2111) of
approximately 16,504 sqm at Woodlands
Avenue 6 (Woodlands Planning Area) for the
development of 418 executive condominium units
of approximately 45,769 sqm of gross floor area
for sale.
Leasehold land (Lease expires year 2113) of
approximately 22,190 sqm at Sembawang
Avenue for the development of 660 executive
condominium units of approximately 62,132 sqm
of gross floor area for sale.
Leasehold land (Lease expires year 2114) of
approximately 41,085 sqm at Yishun Avenue 2/
Yishun Central for a proposed 3 storey podium
block consisting of 173 shops & 94 restaurants,
childcare, community club and bus interchange as
well as 920 condominium units of approximately
77,335 sqm of residential gross floor area for sale.
Freehold land of approximately 11,895 sqm
situated at East Perth for a proposed mixed
development comprises approximately 125 private
apartment units and 5 commercial space of a total
of approximately 10,731 sqm of gross floor area
for sale.
– Q1 (Lily)
Frasers Landing
Freehold land of approximately 550,000 sqm
situated at Mandurah, Western Australia for a
proposed residential development.
250
Central Park
– JVs
Central Park
– Broadway
Freehold land of approximately 48,000sqm
situated at Broadway, Sydney NSW for a proposed
mixed development of approximately 459
residential apartment units of approximately
34,767 sqm of gross floor area for sale and
commercial space of approximately 37,640 sqm
of gross floor area for sale.
Freehold land of approximately 10,000sqm
situated at Broadway, Sydney NSW for a proposed
mixed development of approximately 533
residential apartment units of approximately
32,097 sqm of gross floor area for sale and
commercial space of approximately 1,413 sqm of
gross floor area for sale.
91
2nd Quarter 2016
70.0
7
2nd Quarter 2018
80.0
7
1st Quarter 2019
100.0
83
2nd Quarter 2016
–
3rd Quarter 2023
87.5
56.3
–
3rd Quarter 2018
37.5
–
4th Quarter 2017
75.0
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Australia (cont’d)
Putney Hill
Freehold land of approximately 113,500 sqm
situated at Putney, Sydney NSW for a proposed
development comprises 523 apartments and 107
houses over phases of approximately 64,710 sqm
of gross floor area for sale.
– Houses
– Apartments
Port Coogee
A residential development of 2,000 lots consisting
of 800 land lots and 1,200 medium density
townhouses and apartments.
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
62
40
2nd Quarter 2017
1st Quarter 2018
75.0
75.0
38
2nd Quarter 2026
100.0
Discovery Point
Share Works
A development of 1,850 apartments comprising a
series of 17 buildings.
1
2nd Quarter 2019
100.0
Jandakot
– Cockburn
Central
A development of approximately 800 apartments.
36
2nd Quarter 2021
100.0
Ashlar Golf Course A residential development of approximately 780
medium density dwellings.
–
2nd Quarter 2020
100.0
Caloundra
A development comprising 650 land lots.
83
4th Quarter 2015
100.0
– Ivadale Lakes
Springfield
A development comprising 275 land lots.
74
2nd Quarter 2015
100.0
– The Springs
Cova
– Hope Island
A development comprising a yield of
approximately 570 dwellings, split between 220
land lots and 350 medium density dwellings.
20
3rd Quarter 2021
100.0
Yungabah
A development comprising 165 apartments and 10
residential houses.
41
3rd Quarter 2017
100.0
Northshore
– Hamilton
A development of approximately 660 apartments
and terrace homes.
15
1st Quarter 2021
100.0
251
Casiana Grove
865 Frank
Road
A development comprising 680 land lots.
74
3rd Quarter 2018
100.0
Lidcombe Village
A development comprising 230 dwellings.
64
3rd Quarter 2017
100.0
Civil
Baldivis Grove
A development comprising 365 dwellings.
–
4th Quarter 2019
100.0
Greenvale
A development comprising 660 land lots.
48
1st Quarter 2018
100.0
Clemton Park
A residential development.
21
4th Quarter 2017
Discovery Point
Co
A development of 1,850 apartments comprising a
series of 17 buildings.
–
2nd Quarter 2017
50.0
50.0
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
East Baldivis
A residential development.
Lincoln Health
A development comprising 600 land lots.
–
–
3rd Quarter 2022
1st Quarter 2021
50.0
50.0
Co
The Range at
Croydon
A residential development.
80
3rd Quarter 2016
50.0
Sunshine
A residential development.
82
1st Quarter 2017
Wallan
A residential development.
25
1st Quarter 2016
Parkville
Carlton
Avondale
Point Cook
Botany
Coorparoo
Park Ridge
A residential development comprising 719
dwellings to go.
A residential development comprising 450
dwellings to go.
A residential development comprising 135
dwellings to go.
A residential development comprising 614
dwellings to go.
A residential development comprising 441
dwellings to go.
A residential development comprising 366
dwellings to go.
A residential development comprising 380
dwellings to go.
50.0
50.0
50.0
22
1st Quarter 2021
41
2nd Quarter 2019
60.0
–
3rd Quarter 2019
100.0
–
1st Quarter 2021
50.0
–
2nd Quarter 2018
100.0
–
1st Quarter 2018
50.0
–
2nd Quarter 2019
100.0
252
Prospect Park
– Burwood
A residential development comprising 649
dwellings to go.
–
1st Quarter 2023
100.0
North Ryde
A residential development comprising 380
dwellings to go.
–
1st Quarter 2018
50.0
Berwick Retail
(VIC)
Built form project with estimated gross lettable
area of 3,214 sqm
65
1st Quarter 2016
100.0
DB Schenker
(NSW)
Built form project with estimated gross lettable
area of 24,500 sqm
15
2nd Quarter 2016
100.0
Astral Pool (VIC)
Built form project with estimated gross lettable
area of 21,500 sqm
6
3rd Quarter 2016
100.0
CEVA (VIC)
Built form project with estimated gross lettable
area of 74,435 sqm
13
3rd Quarter 2016
100.0
Martin Brower
(NSW)
Built form project with estimated gross lettable
area of 18,559 sqm
–
4th Quarter 2016
100.0
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
Lend Lease
(NSW)
Built form project with estimated gross lettable
area of 15,800 sqm
–
4th Quarter 2016
50.0
Westpark Spec 8
(VIC)
Built form project with estimated gross lettable
area of 22,723 sqm
4
3rd Quarter 2016
100.0
O-I Glass (QLD)
Built form project with estimated gross lettable
area of 30,400 sqm
20
4th Quarter 2016
100.0
Rowville
– Repco (VIC)
Built form project with estimated gross lettable
area of 4,000 sqm
–
1st Quarter 2017
100.0
BMW & Spec
(VIC)
Built form project with estimated gross lettable
area of 10,295 sqm
–
2nd Quarter 2017
50.0
Eastern Creek,
NSW
Industrial type of estate with an estimated total
saleable area of 8,688 sqm
–
1st Quarter 2017
100.0
Macquarie Park,
NSW
Office type of estate with an estimated total
saleable area of 15,620 sqm
–
3rd Quarter 2017
50.0
Derrimut, VIC
Industrial type of estate with an estimated total
saleable area of 34,980 sqm
–
1st Quarter 2016
100.0
Keysborough,
VIC
Industrial type of estate with an estimated total
saleable area of 334,701 sqm
–
1st Quarter 2017
100.0
Truganina, VIC
Industrial type of estate with an estimated total
saleable area of 261,066 sqm
–
2nd Quarter 2017
100.0
Richlands, QLD
Industrial type of estate with an estimated total
saleable area of 22,226 sqm
–
1st Quarter 2017
100.0
Berrinba, QLD
Industrial type of estate with an estimated total
saleable area of 42,554 sqm
–
4th Quarter 2016
100.0
253
Yatala, QLD
Industrial type of estate with an estimated total
saleable area of 363,572 sqm
–
2nd Quarter 2021
100.0
Parkinson, QLD
Industrial type of estate with an estimated total
saleable area of 4,332 sqm
–
1st Quarter 2017
50.0
Beverley, SA
Industrial type of estate with an estimated total
saleable area of 16,004 sqm
–
3rd Quarter 2017
100.0
Berrinba
(Crestmead),
QLD
Industrial type of estate with an estimated total
saleable area of 29,876 sqm
–
3rd Quarter 2016
100.0
Eastern Creek,
NSW
Industrial type of estate with an estimated total
saleable area of 52,598 sqm
–
1st Quarter 2016
50.0
Burwood Retail,
VIC
Retail type of estate with an estimated total
saleable area of 25,000 sqm
–
4th Quarter 2018
100.0
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROUP PROPER TIES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
Western Sydney
Parklands
Trust, NSW
Gillman, SA
Industrial type of estate with an estimated total
saleable area of 198,620 sqm
–
2nd Quarter 2018
100.0
Industrial type of estate with an estimated total
saleable area of 15,020 sqm
–
1st Quarter 2017
50.0
Rowville, VIC
Office type of estate with an estimated total
saleable area of 14,108 sqm
–
1st Quarter 2017
100.0
China
Chengdu
Logistics Hub
Baitang One
254
New Zealand
Broadview
Leasehold land (Lease expires year 2057)
of approximately 195,846 sqm situated at
Chengdu for a proposed industrial/commercial
development of a total of approximately 548,161
sqm of gross floor area for sale, which is
separated into Phase 1 of 161,288 sqm and Phase
2 to 4 of 386,873 sqm. Phase 1 and 2 (Office) of
the development were completed. Phase 3 was
sold in September 2012.
– Phase 2a (Office)
– Phase 4 (Office)
Leasehold land (Lease expires year 2074) of
approximately 314,501 sqm situated at Gongye
Yuan district, Nan Shi Jie Dong, Suzhou
for a residential development of a total of
approximately 555,347 sqm of gross floor area for
sale, which is separated into Phase 1a and 1b of
132,520 sqm and Phase 2a to 3d of 422,827 sqm.
Phase 1a, 1b, 2a and 3a of the development were
completed.
– Phase 3b
– Phase 3c1
– Phase 3c2
Freehold land of approximately 13,275 sqm
situated at South Island, Queenstown for a
proposed development of 43 luxury residential
apartments of approximately 8,410 sqm of gross
floor area for sale.
–
66
2nd Quarter 2018
2nd Quarter 2016
80.0
80.0
–
29
–
4th Quarter 2017
4th Quarter 2016
4th Quarter 2018
100.0
100.0
100.0
–
4th Quarter 2021
75.0
Coast @
Papamoa
Freehold land of approximately 271,168 sqm
situated at Tauranga, North Island for a proposed
development of approximately 303 land lots of
approximately 139,906 sqm of lot area for sale.
–
4th Quarter 2019
75.0
Frasers centrepoint limited & subsidiariesannual report 2015 PARTICUL ARS OF GROU P PROPER T IES
AS AT 30 SEPTEMBER 2015
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest
%
United Kingdom
Wandsworth
Riverside
Quarter
Vauxhall Sky
Garolens
Camberwell
Green Project
Freehold land of approximately 20,531 sqm
situated at south bank of River Thames, London
for a proposed residential and commercial
development of 508 residential units and ancillary
office and retail space of a total of approximately
32,236 sqm of gross floor area for sale for Phase 3
of the Wandsworth Riverside Development.
Freehold land of approximately 1,700 sqm
situated at Vauxhall, London. The 36 storey
tower development has a gross floor area of
approximately 21,000 sqm and consists of 198
private apartments, 41 affordable, with offices and
ground floor commercial.
Freehold land of approximately 2,310 sqm
situated at 1–6 Camberwell Green and 307–311
Camberwell New Road SE5, London. The
development consists of 92 private apartments, 9
share ownership units and commercial.
–
4th Quarter 2016
80.0
–
2nd Quarter 2017
80.0
–
1st Quarter 2017
80.0
Brown Street
Project
Freehold land of approximately 3,157 sqm situated
at Brown Street, Glasgow.
Baildon Project
Freehold land of approximately 5,870 sqm situated
at Baildon.
–
–
–
–
80.0
80.0
255
Frasers centrepoint limited & subsidiariesannual report 2015 INTERESTED PERSON TRAN SAC TION S
Particulars of interested person transactions ("IPTs") for the period from 1 October 2014 to 30 Septmber 2015 as
required under Rule 907 of the SGX Listing Manual are set out below.
Aggregate value of all
IPTs during the financial
year under review
(excluding transactions
less than $100,000 and
transactions conducted
under shareholders'
mandate pursuant
to Rule 920)
$’000
Aggregate value of all
IPTs conducted during
the financial year
under review under
shareholders' mandate
pursuant to Rule 920
(excluding transactions
less than $100,000)
$’000
–
823
–
90,817
300,000
467,526
–
9,700
500
1,231
262
2,399
–
–
–
163
–
–
Name of interested person
TCC Group of Companies (1)
– Purchase of products and obtaining of services
– Lease of retail/office/hotel space
– Extension of loans
– Divestment of interest in a joint venture and associate
– Placement of perpetual capital securities
Frasers Hospitality Trust
– Divestment of leasehold interest and master lease of a hotel
– Provision of services
– Provision of income top up
Lim Ee Seng, Group Chief Executive Officer
– Placement of perpetual capital securities
Note :
(1)
This refers to the companies and entities in the TCC Group which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna
Sirivadhanabhakdi.
MATERIAL CONTRACTS (RULE 1207 (8) OF THE SGX LISTING MANUAL)
There were no material contracts entered into by the Company or any of its subsidiaries involving the interests of any
Director or controlling shareholder of the Company during the financial year under review, save as disclosed above
and in this Annual Report.
256
Frasers centrepoint limited & subsidiariesannual report 2015 SHAREHOLDING STATISTICS
AS AT 8 DECEMBER 2015
Class of Shares
Voting Rights
– Ordinary shares
– One vote per share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of Holding
No. of Shareholders
%
No. of Shares
%
– 99
– 1,000
1
100
1,001 – 10,000
10,001 – 1,000,000
1,000,001 and above
TOTAL
63
306
4,417
2,188
27
7,001
0.90
4.37
63.09
31.25
0.39
100.00
1,932
196,069
21,914,339
124,696,026
2,748,201,497
2,895,009,863
0.00
0.00
0.76
4.31
94.93
100.00
TWENTY LARGEST SHAREHOLDERS (AS SHOWN IN THE REGISTER OF MEMBERS AND DEPOSITORY REGISTER)
No.
Shareholder's Name
No. of Shares Held
%*
DBS Nominees Pte Ltd
1
United Overseas Bank Nominees Pte Ltd
2
InterBev Investment Limited
3
Citibank Nominees Singapore Pte Ltd
4
DBS Vickers Securities (Singapore) Pte Ltd
5
BNP Paribas Nominees Singapore Pte Ltd
6
HSBC (Singapore) Nominees Pte Ltd
7
Raffles Nominees (Pte) Ltd
8
UOB Kay Hian Pte Ltd
9
10
Lee Seng Tee
11 DBSN Services Pte Ltd
12 DB Nominees (Singapore) Pte Ltd
Phay Thong Huat Pte Ltd
13
14
Bank of Singapore Nominees Pte Ltd
15 CIMB Securities (Singapore) Pte Ltd
16
17
18 Choo Meileen
19 Maybank Kim Eng Securities Pte Ltd
20 Chee Swee Cheng & Co Pte Ltd
The Titular Roman Catholic Archbishop of Kuala Lumpur
Lim Ee Seng
TOTAL
Note:
875,939,110
862,879,114
824,847,644
65,133,206
20,670,120
20,286,170
16,395,705
12,379,668
10,436,373
5,000,000
4,840,988
3,723,410
3,598,000
2,465,486
2,287,792
2,013,440
1,879,300
1,812,130
1,713,481
1,693,220
2,739,994,357
30.26
29.81
28.49
2.25
0.71
0.70
0.57
0.43
0.36
0.17
0.17
0.13
0.12
0.09
0.08
0.07
0.06
0.06
0.06
0.06
94.65
*
Percentage is based on 2,895,009,863 shares as at 8 December 2015. There are no Treasury Shares as at 8 December 2015.
257
Frasers centrepoint limited & subsidiariesannual report 2015
SHAREHOLDING STATISTICS
AS AT 8 DECEMBER 2015
SUBSTANTIAL SHAREHOLDERS (AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS)
TCC Assets Limited
InterBev Investment Limited
International Beverage Holdings Limited (1)
Thai Beverage Public Company Limited (2)
Siriwana Company Limited (3)
MM Group Limited (4)
Maxtop Management Corp. (4)
Risen Mark Enterprise Ltd. (4)
Golden Capital (Singapore) Limited (4)
Charoen Sirivadhanabhakdi (5)
Khunying Wanna Sirivadhanabhakdi (5)
Direct Interest
Deemed Interest
No. of Shares
%*
No. of Shares
%*
1,716,160,124
824,847,644
–
–
–
–
–
–
–
–
–
59.28
28.49
–
–
–
–
–
–
–
–
–
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
2,541,007,768
2,541,007,768
28.49
28.49
28.49
28.49
28.49
28.49
28.49
87.77
87.77
To the best of the Company’s knowledge and based on records of the Company as at 8 December 2015, approximately
12%* of the issued shares of the Company are held in the hands of the public and this complies with Rule 723 of the
Listing Manual.
Notes:
*
Percentage is based on 2,895,009,863 shares as at 8 December 2015. There are no Treasury Shares as at 8 December 2015.
(1)
International Beverage Holdings Limited (“IBHL”) holds a 100% direct interest in InterBev Investment Limited (“IBIL”) and is therefore deemed to be
interested in all of the shares of Frasers Centrepoint Limited (“FCL”) in which IBIL has an interest.
(2) Thai Beverage Public Company Limited (“ThaiBev”) holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. ThaiBev is
therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
(3)
Siriwana Company Limited holds an approximately 45.27% direct interest in ThaiBev;
-
-
ThaiBev holds a 100% direct interest in IBHL; and
IBHL holds a 100% direct interest in IBIL.
Siriwana Company Limited is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
(4) MM Group Limited (“MM Group”) holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”) and
Golden Capital (Singapore) Limited (“GC”);
- Maxtop holds a 17.23% direct interest in ThaiBev;
RM holds a 3.32% direct interest in ThaiBev;
-
- GC holds a 0.06% direct interest in ThaiBev.
-
-
ThaiBev holds a 100% direct interest in IBHL; and
IBHL holds a 100% direct interest in IBIL.
MM Group is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
258
(5) Each of Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, owns 50% of the issued and paid-up share capital of TCC
Assets Limited (“TCCA”), and is therefore deemed to be interested in all of the shares of FCL in which TCCA has an interest.
Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold:
-
-
a 51% direct interest in Siriwana Company Limited, which in turn holds an approximate 45.27% direct interest in ThaiBev; and
a 100% direct interest in MM Group. MM Group holds a 100% direct interest in each of Maxtop, RM and GC. Maxtop holds a 17.23% direct interest
in ThaiBev; RM holds a 3.32% direct interest in ThaiBev; and GC holds a 0.06% direct interest in ThaiBev.
ThaiBev holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. Each of Charoen Sirivadhanabhakdi and Khunying
Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
Frasers centrepoint limited & subsidiariesannual report 2015
NOTICE OF ANNUAL GEN ERA L M EET I NG
The admission and listing of Frasers Centrepoint Limited on the Singapore Exchange Securities Trading Limited was
sponsored by DBS Bank Ltd. as the Sole Issue Manager. DBS Bank Ltd., United Overseas Bank Limited and Morgan
Stanley Asia (Singapore) Pte. were the Joint Financial Advisers for the listing of Frasers Centrepoint Limited. DBS Bank
Ltd., United Overseas Bank Limited and Morgan Stanley Asia (Singapore) Pte. assume no responsibility for the contents
of this Notice.
FRASERS CENTREPOINT LIMITED
(Incorporated in Singapore)
(Company Registration No. 196300440G)
NOTICE OF ANNUAL GENERAL MEETING
Date
Place
: 29 January 2016
: Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966
NOTICE IS HEREBY GIVEN that the 52nd Annual General Meeting of FRASERS CENTREPOINT LIMITED (the “Company”)
will be held at Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966 on Friday, 29
January 2016 at 2.00 p.m. for the following purposes:
ROUTINE BUSINESS
(1)
(2)
(3)
To receive and adopt the Directors’ statement and audited financial statements for the year ended 30 September
2015 and the auditor’s report thereon.
To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect of the year ended 30
September 2015.
To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of
the Board of Directors in respect of appointment of Directors1:
(a)
“That Mr Charoen Sirivadhanabhakdi, who will retire pursuant to Section 153(6) of the Companies Act,
Chapter 50 which was in force immediately before 3 January 2016, be and is hereby re-appointed as a
Director of the Company.”
Subject to his re-appointment, Mr Charoen will be re-appointed as Chairman of the Board of Directors
and Chairman of the Board Executive Committee.
(b)
“That Khunying Wanna Sirivadhanabhakdi, who will retire pursuant to Section 153(6) of the Companies
Act, Chapter 50 which was in force immediately before 3 January 2016, be and is hereby re-appointed as
a Director of the Company.”
Subject to her re-appointment, Khunying Wanna will be re-appointed as Vice Chairman of the Board of
Directors.
259
(c)
“That Mr Chan Heng Wing, who will retire by rotation pursuant to Article 91 of the Constitution of the
Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as
a Director of the Company.”
Subject to his re-appointment, Mr Chan, who is considered an independent Director, will be re-appointed
as a Member of the Risk Management Committee and a Member of the Nominating Committee.
(d)
“That Mr Chotiphat Bijananda, who will retire by rotation pursuant to Article 91 of the Constitution of the
Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as
a Director of the Company.”
Subject to his re-appointment, Mr Bijananda, will be re-appointed as Vice Chairman of the Board
Executive Committee, Chairman of the Risk Management Committee, and a Member of the Nominating
Committee.
1
Detailed information on the Directors who are proposed to be re-appointed can be found under “Board of Directors” and “Corporate Governance”
in the Company’s Annual Report 2015.
Frasers centrepoint limited & subsidiariesannual report 2015
NOTICE OF ANNUAL GENERAL MEETI NG
(e)
“That Mr Panote Sirivadhanabhakdi, who will retire by rotation pursuant to Article 91 of the Constitution of
the Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed
as a Director of the Company.”
Subject to his re-appointment, Mr Panote will be re-appointed as a Member of the Board Executive
Committee, a Member of the Risk Management Committee and a Member of the Remuneration
Committee.
(4)
(5)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September
2016 (last year: up to S$2,000,000).
To appoint KPMG LLP as the Company’s auditor in place of the retiring auditor, Ernst & Young LLP, and to
authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass, with or without modifications, the following resolutions, of which Resolutions
(6), (7), (8) and (9) will be proposed as Ordinary Resolutions and Resolution (10) will be proposed as a Special Resolution:
(6)
“That authority be and is hereby given to the Directors of the Company to:
(a)
(i)
issue shares of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1)
(2)
the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued
in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the
total number of issued shares, excluding treasury shares (as calculated in accordance with sub-paragraph
(2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to
shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) shall not exceed 20% of the total number of issued shares, excluding treasury
shares (as calculated in accordance with sub-paragraph (2) below);
(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that may
be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total
number of issued shares, excluding treasury shares, at the time this Resolution is passed, after adjusting
for:
(i)
new shares arising from the conversion or exercise of any convertible securities or share options or
vesting of share awards which are outstanding or subsisting at the time this Resolution is passed;
and
(ii)
any subsequent bonus issue, consolidation or subdivision of shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of
the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Constitution for the time being of the Company; and
260
Frasers centrepoint limited & subsidiariesannual report 2015
NOTICE OF ANNUAL GEN ERA L M EET I NG
(4)
(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until the conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required by law to be held, whichever
is the earlier.”
(7)
“That approval be and is hereby given to the Directors of the Company to:
(a)
(b)
grant awards in accordance with the provisions of the FCL Restricted Share Plan (the “Restricted Share
Plan”) and/or the FCL Performance Share Plan (the “Performance Share Plan”); and
allot and issue such number of ordinary shares of the Company as may be required to be delivered
pursuant to the vesting of awards under the Restricted Share Plan and/or the Performance Share Plan,
provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and
issued, when aggregated with existing ordinary shares (including shares held in treasury) delivered and/or to be
delivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the
total number of issued ordinary shares of the Company, excluding treasury shares, from time to time.”
(8)
“That:
(a)
(b)
(c)
(9)
“That:
(a)
approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of
the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and associated
companies that are considered to be “entities at risk” under Chapter 9, or any of them, to enter into
any of the transactions falling within the types of Mandated Transactions described in Appendix 2 to
the Letter to Shareholders dated 5 January 2016 (the “Letter”), with any party who is of the class of
Mandated Interested Persons described in Appendix 2 to the Letter, provided that such transactions are
made on normal commercial terms and in accordance with the review procedures for such Mandated
Transactions (the “IPT Mandate”);
the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force
until the conclusion of the next Annual General Meeting of the Company; and
the Directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or necessary
or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution."
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the “Companies Act”), the
exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise
acquire issued ordinary shares of the Company (“Shares”) not exceeding in aggregate the Maximum
Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from
time to time up to the Maximum Price (as hereafter defined), whether by way of:
261
(i)
(ii)
market purchase(s) on the Singapore Securities Exchange Trading Limited (“SGX-ST”) transacted
through the SGX-ST trading system and/or any other securities exchange on which the Shares
may for the time being be listed and quoted (“Other Exchange”); and/or
off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other
Exchange) in accordance with any equal access scheme(s) as may be determined or formulated
by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by
the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the
case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “Share Purchase Mandate”);
Frasers centrepoint limited & subsidiariesannual report 2015 NOTICE OF ANNUAL GENERAL MEETI NG
(b)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time
and from time to time during the period commencing from the date of the passing of this Resolution and
expiring on the earliest of:
(i)
the date on which the next Annual General Meeting of the Company is held;
(ii)
(iii)
the date by which the next Annual General Meeting of the Company is required by law to be held;
and
the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate
are carried out to the full extent mandated;
(c)
in this Resolution:
“Average Closing Price” means the average of the closing market prices of a Share over the five
consecutive market days on which the Shares are transacted on the SGX-ST or, as the case may be, Other
Exchange, immediately preceding the date of the market purchase by the Company or, as the case may
be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted,
in accordance with the listing rules of the SGX-ST, for any corporate action that occurs after the relevant
five-day period;
“date of the making of the offer” means the date on which the Company makes an offer for the purchase
or acquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access
scheme for effecting the off-market purchase;
“Maximum Percentage” means that number of issued Shares representing 2% of the issued Shares as at
the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at
that date); and
“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding
related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other
related expenses) which shall not exceed 105% of the Average Closing Price of the Shares; and
(d)
the Directors of the Company and/or any of them be and are hereby authorised to complete and do all
such acts and things (including executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions contemplated and/or authorised by
this Resolution.”
(10)
“That the regulations contained in the new Constitution submitted to this meeting and, for the purpose of
identification, subscribed to by the Company Secretary, be approved and adopted as the Constitution of the
Company in substitution for, and to the exclusion of, the existing Constitution.”
262
By Order of the Board
Piya Treruangrachada
Company Secretary
Singapore, 5 January 2016
Frasers centrepoint limited & subsidiariesannual report 2015 NOTICE OF ANNUAL GEN ERA L M EET I NG
Notes:
1.
(a)
A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend,
speak and vote at the meeting. Where such member’s form of proxy appoints more than one proxy, the
proportion of the shareholding concerned to be represented by each proxy shall be specified in the form
of proxy.
(b)
A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak
and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different
share or shares held by such member. Where such member’s form of proxy appoints more than two
proxies, the number and class of shares in relation to which each proxy has been appointed shall be
specified in the form of proxy.
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.
2.
3.
A proxy need not be a member of the Company.
The instrument appointing a proxy or proxies (a form is enclosed) must be deposited at the Share Registration
Office of the Company at Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.),
80 Robinson Road #11-02, Singapore 068898 not less than 72 hours before the time appointed for holding the
meeting.
Explanatory Notes:
(a)
(b)
(c)
The Ordinary Resolution proposed in item (5) above is to approve the appointment of KPMG LLP as the
Company’s auditor in place of the retiring auditor, Ernst & Young LLP, and to authorise the Directors of the
Company to fix their remuneration. Please refer to the Letter to Shareholders dated 5 January 2016 (the “Letter”)
for more details.
The Ordinary Resolution proposed in item (6) above is to authorise the Directors of the Company from the
date of the Annual General Meeting until the next Annual General Meeting to issue shares and/or make or grant
instruments that might require shares to be issued, and to issue shares in pursuance of such instruments, up to
a limit of 50% of the total number of issued shares of the Company, excluding treasury shares, with a sub-limit
of 20% for issues other than on a pro rata basis, calculated as described in the Resolution.
The Ordinary Resolution proposed in item (7) above is to authorise the Directors of the Company to offer
and grant awards and to issue ordinary shares of the Company pursuant to the FCL Restricted Share Plan (the
“Restricted Share Plan”) and the FCL Performance Share Plan (the “Performance Share Plan”) provided that the
aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated
with existing ordinary shares (including shares held in treasury) delivered and/or to be delivered, pursuant to
the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the total number of issued
ordinary shares of the Company, excluding treasury shares, from time to time.
(d)
The Ordinary Resolution proposed in item (8) above is to renew the mandate to enable the Company, its
subsidiaries and associated companies that are considered to be “entities at risk” under Chapter 9 of the Listing
Manual, or any of them, to enter into certain interested person transactions with specified classes of interested
persons, as described in the Letter. Please refer to the Letter for more details.
263
Frasers centrepoint limited & subsidiariesannual report 2015 NOTICE OF ANNUAL GENERAL MEETI NG
(e)
The Ordinary Resolution proposed in item (9) above is to renew the mandate to allow the Company to purchase
or otherwise acquire its issued ordinary shares, on the terms and subject to the conditions set out in the
Resolution.
The Company intends to use internal resources or external borrowings or a combination of both to finance the
purchase or acquisition of its ordinary shares. The amount of financing required for the Company to purchase
or acquire its ordinary shares, and the impact on the Company’s financial position cannot be ascertained as at
the date of this Notice as these will depend on the number of ordinary shares purchased or acquired, whether
the purchase or acquisition is made out of capital or profits, and the price at which such ordinary shares were
purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled.
Purely for illustrative purposes only, the financial effects of an assumed purchase or acquisition of 57,900,197
ordinary shares on 8 December 2015 (the “Latest Practicable Date”), representing 2% of the issued ordinary
shares (excluding treasury shares) as at that date, at the maximum price of S$1.79 for one ordinary share (being
the price equivalent to 5% above the average of the closing market prices of the ordinary shares for the five
consecutive market days on which the ordinary shares were traded on the SGX-ST immediately preceding the
Latest Practicable Date), in the case of a market purchase and an off-market purchase respectively, based on
the audited financial statements of the Company and its subsidiaries for the financial year ended 30 September
2015 and certain assumptions, are set out in paragraph 4.7 of the Letter.
Please refer to the Letter for more details.
(f)
The Special Resolution proposed in item (10) above is to adopt a new Constitution following the wide-ranging
changes to the Companies Act, Chapter 50 (the “Companies Act”) introduced pursuant to the Companies
(Amendment) Act 2014 (the “Amendment Act”). The new Constitution will consist of the memorandum and
articles of association of the Company which were in force immediately before 3 January 2016 and incorporate
amendments to (inter alia) take into account the changes to the Companies Act introduced pursuant to the
Amendment Act. Please refer to the Letter for more details.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual
General Meeting (“AGM”) and/or any adjournment thereof, a member of the Company (i) consents to the collection,
use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose
of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and
representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of
the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in
order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over
rules, regulations and/or guidelines (collectively, the “Purposes”), and (ii) warrants that where the member discloses
the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service
providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection,
use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or
representative(s) for the Purposes.
264
Frasers centrepoint limited & subsidiariesannual report 2015
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FRASERS CENTREPOINT LIMITED
(Company Registration No. 196300440G)
(Incorporated in Singapore)
PROX Y FORM
A NN UAL GE NERAL MEETING
IMPORTANT
1. Relevant intermediaries as defined in Section 181 of the Companies Act,
Chapter 50 may appoint more than two proxies to attend, speak and
vote at the Annual General Meeting.
2. For CPF/SRS investors who have used their CPF monies to buy shares in
Frasers Centrepoint Limited, this form of proxy is not valid for use and
shall be ineffective for all intents and purposes if used or purported to be
used by them. CPF/SRS investors should contact their respective Agent
Banks if they have any queries regarding their appointment as proxies.
3. By submitting an
instrument appointing a proxy(ies) and/or
representative(s), a member accepts and agrees to the personal data
privacy terms set out in the Notice of Annual General Meeting dated 5
January 2016.
I/We ____________________________________ (Name) _____________________________ (NRIC/Passport/Co Reg Number)
of _______________________________________________________________________________________________ (Address)
being a member/members of Frasers Centrepoint Limited (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
No. of Shares
%
Proportion of
Shareholdings
and/or (delete as appropriate)
Name
Address
NRIC/Passport Number
No. of Shares
%
Proportion of
Shareholdings
or failing him/them, the Chairman of the Annual General Meeting (the “AGM”) as my/our proxy/proxies to attend, speak and vote
for me/us on my/our behalf at the AGM of the Company to be held at 2.00 p.m. on 29 January 2016 at Ballrooms II and III, Level 2,
InterContinental Singapore, 80 Middle Road, Singapore 188966 and at any adjournment thereof. I/We direct my/our proxy/proxies
to vote for or against the resolutions to be proposed at the AGM (of which Resolution Nos. (1) to (9) will be proposed as Ordinary
Resolutions and Resolution No. (10) will be proposed as a Special Resolution) as indicated hereunder. If no specific direction as to
voting is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any other matter arising
at the AGM.
No. of Votes
For*
No. of Votes
Against*
3.
1.
2.
To re-appoint Director: Mr Charoen Sirivadhanabhakdi
To re-appoint Director: Khunying Wanna Sirivadhanabhakdi
To re-appoint Director: Mr Chan Heng Wing
To re-appoint Director: Mr Chotiphat Bijananda
To re-appoint Director: Mr Panote Sirivadhanabhakdi
NO. RESOLUTIONS RELATING TO:
ROUTINE BUSINESS
To receive and adopt the Directors’ statement and audited financial statements for
the year ended 30 September 2015 and the auditor’s report thereon.
To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect
of the year ended 30 September 2015.
(a)
(b)
(c)
(d)
(e)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the
year ending 30 September 2016 (last year: up to S$2,000,000).
To appoint KPMG LLP as the Company’s auditor in place of the retiring auditor,
Ernst & Young LLP, and to authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To authorise Directors to issue shares and to make or grant convertible instruments.
To authorise Directors to grant awards and to allot and issue shares pursuant to the
FCL Restricted Share Plan and/or the FCL Performance Share Plan.
To approve the proposed renewal of the mandate for interested person transactions.
To approve the proposed renewal of the share purchase mandate.
To approve the proposed adoption of the new Constitution.
8.
9.
10.
6.
7.
4.
5.
*
Voting will be conducted by poll. If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick (ü) within the relevant box
provided. Alternatively, if you wish to exercise your votes both “For” and “Against” the relevant resolution, please indicate the number of shares in the
boxes provided.
Dated this _____________ day of _____________________ 2016.
Signature(s) of Member(s) or Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
Total Number of
Shares held (Note 1)
fold and seal here
NOTES TO PROXY FORM:
1.
If the member has shares entered against his name in the Depository Register (maintained by The Central Depository (Pte) Limited), he should insert that
number of shares. If the member has shares registered in his name in the Register of Members (maintained by or on behalf of the Company), he should insert
that number of shares. If the member has shares entered against his name in the Depository Register and shares registered in his name in the Register of
Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.
(a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the meeting. Where such
member’s form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified
in the form of proxy.
2.
(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the meeting, but each proxy must be
appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than
two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.
3. A proxy need not be a member of the Company.
4. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Tricor Barbinder Share Registration
Services (a division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #11-02, Singapore 068898, not less than 72 hours before the time appointed for holding
the meeting.
5. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any
appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the
right to refuse to admit any person or persons appointed under the instrument of proxy, to the meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument
appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly
authorised officer.
7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy
thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
8. The Company shall be entitled to reject an instrument appointing a proxy or proxies which is incomplete, improperly completed, illegible or where the true
intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument (including any related attachment). In
addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject an instrument appointing a proxy or proxies
if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time appointed
for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
Affix
Postage
Stamp
THE COMPANY SECRETARY
FRASERS CENTREPOINT LIMITED
c/o Tricor Barbinder Share Registration Services
(A division of Tricor Singapore Pte. Ltd.)
80 Robinson Road #11-02
Singapore 068898
fold here
fold here
F A C T S H E E T
O V E R V I E W
Frasers Centrepoint Limited (FCL) is a full-fledged international real estate company
with core businesses and assets across residential, commercial, industrial, and
hospitality sectors. Its core markets are Singapore, China, and Australia.
FCL’s multi-segment capabilities allow it to participate in, and extract value from
the entire real estate value chain. It is a sponsor and manager of three real estate
investment trusts (REITs) listed on the Main Board of the Singapore Exchange Securities
Trading Limited (SGX-ST), Frasers Centrepoint Trust (FCT), Frasers Commercial Trust
(FCOT), and Frasers Hospitality Trust (FHT), which are focused on retail properties,
office and business space properties, and hospitality properties respectively. FCL also
has extensive experience and a long track record in property development (since 1980),
property management (since 1983) and investment management (since 2006).
FCL, formerly the real estate arm of the Fraser and Neave group, was listed on the
Main Board of the SGX-ST on 9 January 2014 by way of introduction.
F C L A T A G L A N C E
• Among the top residential developers and
one of the largest mall owners and/or
operators in Singapore
• One of Australia’s leading diversified
property groups
• Owns and/or operates over 22,700 serviced
apartments/hotel rooms (including pending
openings) across more than 70 cities
• S$3,562 million revenue in FY2014/15
• S$1,105 million PBIT in FY2014/15
• S$544 million attributable profit before
fair value change and exceptional items in
FY2014/15
G R O U P S T R U C T U R E A N D B U S I N E S S E S
FRASERS CENTREP OINT LIMITED
Development Properties
Commercial Properties
Hospitality
Frasers Property Australia
SINGAPORE
• Develops residential
properties, malls,
office and business
space properties, and
mixed-use properties in
Singapore
• Over 16,000 homes built
and 6 projects under
development
OVERSEAS
• Develops residential and
mixed-use properties,
with China as a key
market
NON-REIT
• Has interests in six malls in Singapore
• Has interests in five office and business space
properties in Singapore, and two overseas
REIT
• Holds a 41.3% stake in FCT, which owns six
suburban malls in Singapore and has a 31.2%
stake in Hektar REIT, a retail-focused REIT in
Malaysia
• Holds a 27.2% stake in FCOT, which owns six
office and business space properties across
Singapore and Australia
FEE INCOME
• Asset management and property management
fees
NON-REIT
• Has interests in and/or
operates 93 serviced
apartments/hotels across
Asia, Australia, and Europe
REIT
• Holds a 20.3% stake in FHT,
which owns 13 hotel and
serviced residence assets in
prime locations across Asia,
Australia, and UK
FEE INCOME
• Asset management and
property management
fees
• Diversified property
group in Australia
• Over 125,000 homes
built, and a residential
pipeline with an
estimated gross
development value (GDV)
of S$8.5 billion1
• S$2.5 billion portfolio of
commercial and industrial
(C&I) investment
properties, and a
C&I pipeline with an
estimated GDV of
S$1.6 billion2
Northpoint City, Singapore
China Square Central, Singapore
Fraser Suites, Glasgow, Scotland
One Central Park, Sydney, Australia
G L O B A L F O O T P R I N T
• RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
United Kingdom
• COMMERCIAL
Australia
China
Malaysia3
Singapore
Vietnam
• INDUSTRIAL
Australia
• HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Myanmar
Nigeria
Philippines
Qatar
Saudi Arabia
Singapore
South Korea
Spain
Switzerland
Thailand
Turkey
United Arab
Emirates
United Kingdom
Vietnam
1
2
3
Excludes unrecognised lots and revenue; Includes commercial area;
Includes 100% of joint arrangements (Joint operation-JO and Joint
venture-JV) and PDAs
Estimated pipeline GDV includes GDV related to C&I developments for the
Group’s Investment Property portfolio, on which there will be no profit
recognition
The mix of internal and external C&I developments in the pipeline changes
in line with prevailing market conditions joint arrangements (Joint
operation-JO and Joint venture-JV) and PDAs
Through FCT’s stake in Hektar REIT, a retail-focused REIT in Malaysia
C O M P E T I T I V E S T R E N G T H S
• Able to participate in and extract value from the entire real estate
• Established REIT platforms for capital recycling through the
value chain by tapping on its multi-segment capabilities
divestment of mature, stable-yield assets
• Well established in the mid-tier and mass market segments of the
private residential property market in Singapore, as one of the top
residential developers
• One of the largest retail mall owners and/or operators in
Singapore, offering customised solutions across multiple
locations
• Visible income sources from pre-sold residential projects,
supported by recurring rental and property/asset management
income
• Strong reputation and proven track record across all property
segments, with an expertise in developing complex, mixed-use
developments
• Scalable hospitality operator with an international footprint that
• Backed by a strong sponsor, TCC Group, one of the largest
cannot be easily replicated
• Robust capital structure and well-capitalised balance sheet
conglomerates in Thailand with businesses across F&B, property
and financials
G R O W T H S T R A T E G I E S
Development Segment
(30% - 40% of Properties PBIT)
Singapore
• Earnings supported by
presold projects; unrecognised
revenue of S$1.2 billion4
• Looking to replenish land bank
in mass- and mid-market
segments
China and Australia
• Maintain momentum in
delivering development
pipeline; unrecognised revenue
of S$1.9 billion5
• Leverage on enlarged FPA
platform to grow Australia
business
• Continue to replenish land
bank in a capital-efficient
manner in Australia
• Continue to look out for
opportunities to grow
presence in China
Commercial and Hospitality Segments
(60% - 70% of Properties PBIT)
Commercial
Hospitality
• Enhance capital productivity
• On track to manage 30,000
via capital recycling and asset
enhancement initiatives
• Inject pipeline assets into REITs
units by 2019
• Continue with global growth
via management contracts
• Continue to explore strategic
investment opportunities to
grow portfolio and for pipeline
for FHT
• Active capital recycling via
injection of pipeline assets into
FHT
L A N D B A N K
Estimated Total No. of Units/Lots
Estimated Total Saleable Area
F I N A N C I A L H I G H L I G H T S
Selected Financials (S$ million)
Revenue
PBIT
Attributable Profit before Fair
Value Change and Exceptional
Items (APBFE)
Fair Value Change
Exceptional Items
Attributable Profit
Singapore
660 Units
0.7 million sq ft
Australia
(FPA – Residential)
7,306 units
6.9 million sq ft
Australia
(FPA – Commercial
and Industrial)
N/A
13.6 million sq ft
China
4,402 Units
5.9 million sq ft
FY14/15
3,561.5
1,104.8
543.8
219.6
7.8
771.2
FY13/14
(Restated)6
2,203.0
765.0
469.8
171.3
(140.4)
500.7
Asset Breakdown by Geographical Segment (S$million)
as at 30 September 15
TOTAL
23,066.7
SINGAPORE
AUSTRALIA
EUROPE
CHINA
OTHERS
49.1%
32.2%
9.2%
6.5%
3.0%
Key Ratios
Net Asset Value per Share7
Annualised Return on Equity8
As at 30 Sep 15
S$2.25
7.7%
As at 30 Sep 14
(Restated)6
S$2.22
7.5%
Earnings per Share9
Interest Cover10
PBIT by Business Units (S$ million)
Development Properties
Commercial Properties
Hospitality
Frasers Property Australia
Corporate and Others
TOTAL
FY14/15
17.2 cents
9x
FY14/15
434.7
337.5
124.5
270.0
(61.9)
1,104.8
FY13/14
(Restated)6
19.1 cents
16x
FY13/14
(Restated)6
283.1
297.7
85.0
125.0
(25.8)
765.0
4 With the adoption of FRS 111 accounting standards, around S$0.3 billion of
5
unrecognised revenue relating to joint ventures will not be consolidated
Nevertheless, the impact on PBIT is not expected to be significant
Includes FCL’s effective interest of joint arrangements (Joint operation-JO and
Joint venture-JV), PDAs and its share of Gemdale MegaCity. Gemdale MegaCity is
accounted for as an associate and about S$0.2b of the unrecognised revenue is not
consolidated. Nevertheless, impact on profit before interest & tax is not expected to
be significant
6 Restated to account for retrospective adjustments relating to FRS 110 Consolidated
7
Financial Statements and FRS 111 Joint Arrangements accounting standards
Presented based on the number of ordinary shares on issue as at the end of the
period
8 APBFE adjusted for distributions to perpetual securities holders over average
shareholders’ fund
9 APBFE adjusted for distributions to perpetual securities holders over weighted
average number of ordinary shares on issue. Weighted average share capital for
FY2014/15 and FY2013/14 was 2,893,873,419 and 2,457,316,063 respectively
10 Net interest excluding mark-to-market adjustments on interest rate derivatives
NOTE: Unless otherwise stated, all figures in this document are as at 30 September 2015, the end of Frasers Centrepoint Limited’s latest reported financial quarter.
GROWING
THROUGH
STRATEGIC
FOOTPRINTS
ANNUAL REPORT 2015
SUSTAINING
LONG-TERM
GROWTH
ANNUAL REPORT 2015
GROWING TO
NEW HEIGHTS
ANNUAL REPORT 2015
ON TRACK
TO REALISING
OUR AMBITIONS
ANNUAL REPORT 2015
ON TRACK TO REALISING
OUR AMBITIONS
This year’s design for the Frasers Centrepoint group
of companies’ annual reports comprises a series that
prominently features the Frasers Centrepoint logo.
All four annual reports (Frasers Centrepoint Limited,
Frasers Centrepoint Trust, Frasers Commercial Trust and
Frasers Hospitality Trust) can be positioned together to
form the complete corporate logo.
The Frasers Centrepoint logo symbolically personifies
its brand essence of being a property group that builds
upon trust and care.
In the form of a structured yet dynamic diamond shape,
the logo reflects Frasers Centrepoint’s strength, stability
and trustworthiness as an international real estate group.
The eight contoured strokes represent progression and
continuity in its business activities.
The red strokes represent a strong business foundation,
while the warm grey strokes represent its business
partners, investors and customers. Together, they form
a complete diamond which represents success.
The colour red symbolises warmth, vibrancy and
passion while grey reflects dignity, trustworthiness and
professionalism.
Integration, progression and continuity are exemplified
by the coming together of the four entities.
Frasers Centrepoint made a big leap forward in
FY2014/15. Our move in the right direction continued
with a disciplined execution of our strategies to grow our
business and asset portfolio in a balanced manner across
geographies and property segments. This places us on
track to drive performance and realise our ambitions.
C O N T E N T S
1
2
4
6
8
9
OUR VISION, MISSION
AND KEY STRATEGIES
FCL GROUP AT A GLANCE
GLOBAL PRESENCE
MILESTONES
GROUP STRUCTURE
FINANCIAL HIGHLIGHTS
10
BOARD OF DIRECTORS
16 GROUP MANAGEMENT
22 CHAIRMAN’S STATEMENT
28 GROUP CEO’S BUSINESS REVIEW
120 FINANCIAL STATEMENTS
• DEVELOPMENT PROPERTIES
• COMMERCIAL PROPERTIES
• HOSPITALITY
• FRASERS PROPERTY AUSTRALIA
56
58
INVESTOR RELATIONS
TREASURY HIGHLIGHTS
60
SUSTAINABILITY REPORT
95
AWARDS AND ACCOLADES
99
ENTERPRISE-WIDE RISK
MANAGEMENT
101 CORPORATE GOVERNANCE REPORT
236 PARTICULARS OF GROUP
PROPERTIES
256
INTERESTED PERSON
TRANSACTIONS
257 SHAREHOLDING STATISTICS
259 NOTICE OF ANNUAL GENERAL
MEETING
PROXY FORM
FCL FACT SHEET
CORPORATE INFORMATION
All figures in this Annual Report are in Singapore dollars unless otherwise specified.
CO RP O RATE INF OR MAT IO N
BOARD OF DIRECTORS
Mr Charoen Sirivadhanabhakdi
(Non-Executive and
Non-Independent Chairman)
Khunying Wanna Sirivadhanabhakdi
(Non-Executive and
Non-Independent Vice Chairman)
Mr Charles Mak Ming Ying
(Non-Executive and
Lead Independent Director)
Mr Chan Heng Wing
(Non-Executive and
Independent Director)
Mr Philip Eng Heng Nee
(Non-Executive and
Independent Director)
Mr Wee Joo Yeow
(Non-Executive and
Independent Director)
Mr Weerawong Chittmittrapap
(Non-Executive and
Independent Director)
Mr Chotiphat Bijananda
(Non-Executive and
Non-Independent Director)
Mr Panote Sirivadhanabhakdi
(Non-Executive and
Non-Independent Director)
Mr Sithichai Chaikriangkrai
(Non-Executive and
Non-Independent Director)
BOARD EXECUTIVE COMMITTEE
Mr Charoen Sirivadhanabhakdi
(Chairman)
Mr Charles Mak Ming Ying
(Vice Chairman)
Mr Chotiphat Bijananda
(Vice Chairman)
Mr Wee Joo Yeow
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
RISK MANAGEMENT COMMITTEE
Mr Chotiphat Bijananda
(Chairman)
GROUP MANAGEMENT (CONT’D)
Mr Uten Lohachitpitaks
Chief Investment Officer
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
AUDIT COMMITTEE
Mr Charles Mak Ming Ying
(Chairman)
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Sithichai Chaikriangkrai
NOMINATING COMMITTEE
Mr Weerawong Chittmittrapap
(Chairman)
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Chotiphat Bijananda
REMUNERATION COMMITTEE
Mr Philip Eng Heng Nee
(Chairman)
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
GROUP MANAGEMENT
Mr Lim Ee Seng
Group Chief Executive Officer
Mr Chia Khong Shoong
Chief Financial Officer
Mr Cheang Kok Kheong
Chief Executive Officer,
Development and Property
Mr Tang Kok Kai Christopher
Chief Executive Officer, Commercial
Chief Executive Officer, Greater
China
Mr Choe Peng Sum
Chief Executive Officer,
Frasers Hospitality Pte Ltd
Mr Rodney Vaughan Fehring
Chief Executive Officer
Frasers Property Australia
Ms Lorraine Shiow
Chief Operating Officer, Business
Development
Mr Sebastian Tan
Chief Human Resources Officer
COMPANY SECRETARIAT
Mr Piya Treruangrachada
Group Company Secretary
REGISTERED OFFICE
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328
fraserscentrepoint.com
SHARE REGISTRAR
Tricor Barbinder Share Registration
Services
80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 3405
AUDITOR
Ernst & Young LLP
Partner-in-charge:
Mr Nagaraj Sivaram
PRINCIPAL BANKERS
Australia and New Zealand Banking
Group Limited
Bank of China
DBS Bank Ltd
Malayan Banking Berhad
Oversea-Chinese Banking Corporation
Limited
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation
United Overseas Bank Limited
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ON TRACK
TO REALISING
OUR AMBITIONS
ANNUAL REPORT 2015
FRASERS CENTREPOINT LIMIT ED
C o m p a n y R e g i s t r a t i o n N u m b e r : 1 9 6 3 0 0 4 4 0 G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: +65 6276 4882
+65 6276 6328
Fax:
f r aserscentrepoint. com