FOCUSED
VISION
DYNAMIC
EXECUTION
A N N U A L R E P O R T 2 0 1 6
FOCUSED VISION
DYNAMIC EXECUTION
The Frasers Centrepoint group of companies has always shared
common ground, in which each entity is built on the foundations
of integrity and excellence – key values that continue to guide
every aspect of our business operations today. Inspired by our
heritage, this year’s annual report features a repeat motif of our
logo identity, to reference the Group’s ability to build on these
values to strengthen our industry position and deliver sustainable
returns to our shareholders.
Frasers Centrepoint Limited (FCL) kept its focus on its strategic
objectives. FCL’s business strategies in FY2015/16 remain
centred around achieving sustainable growth via our core
strategies of growing overseas earnings, strengthening our
recurring income base and improving capital productivity.
As markets evolve and conditions change, the dynamic
execution of these strategies will be key to FCL’s ability to
continue delivering on its strategic objectives.
FCL’s commendable performance this year is testament to the
effectiveness of our core strategies. By building on our strong
foundations, FCL remains well-positioned to weather headwinds
and deliver long-term value to our shareholders.
On the front cover (from top): 357 Collins Street, Melbourne, Victoria, Australia
• Fraser Suites Edinburgh, UK • Rhodes Corporate Park, Rhodes, New South Wales,
Australia • Watertown, Singapore
CONTENTS
2
3
6
8
VISION, MISSION
AND FCL GROUP STRATEGIES
FCL GROUP AT A GLANCE
OUR GLOBAL PRESENCE
OUR MILESTONES
10 GROUP STRUCTURE
11
FINANCIAL HIGHLIGHTS
12
BOARD OF DIRECTORS
18 GROUP MANAGEMENT
23 CORPORATE INFORMATION
24 CHAIRMAN’S STATEMENT
27 GROUP CEO’S STATEMENT
30
BUSINESS REVIEW
• SINGAPORE
• AUSTRALIA
• HOSPITALITY
• INTERNATIONAL BUSINESS
68
INVESTOR RELATIONS
70
TREASURY HIGHLIGHTS
72
SUSTAINABILITY REPORT
131 AWARDS AND ACCOLADES
134 ENTERPRISE-WIDE RISK
MANAGEMENT
137 CORPORATE GOVERNANCE
REPORT
166 FINANCIAL STATEMENTS
304 PARTICULARS OF GROUP
PROPERTIES
326
INTERESTED PERSON
TRANSACTIONS
327 SHAREHOLDING STATISTICS
329 NOTICE OF ANNUAL GENERAL
MEETING
PROXY FORM
All figures in this Annual Report are in Singapore dollars unless otherwise specified.
FCL FACT SHEET
VISION
To be our
stakeholders’ real
estate company
of choice
MISSION
Creating value
through space
for today and
tomorrow
FCL GROUP STRATEGIES
SUSTAINABLE
EARNINGS GROWTH
Achieve sustainable
earnings growth through
significant development
project pipeline, investment
properties and fee income
BALANCED
PORTFOLIO
Grow asset portfolio in a
balanced manner across
geographies and property
segments
OPTIMISE
CAPITAL PRODUCTIVITY
Optimise capital productivity
through REIT platforms and
active asset management
initiatives
2
ACHIEVE SUSTAINABLE
GROWTH AND
DELIVER LONG-TERM
SHAREHOLDER VALUE
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES FCL GROUP
AT A GLANCE
Frasers Centrepoint Limited is a full-fledged
international real estate company and one of
Singapore’s top property companies. We invest
in, develop and manage properties through three
strategic business units – Singapore, Australia and
Hospitality. Our business in Singapore, where we
are listed and have our roots, focuses on residential,
commercial and retail properties, while our Australia
business has an additional focus on industrial
properties. Our Hospitality business, meanwhile,
owns and/or operates serviced apartments and
hotels in more than 80 cities across Asia, Australia,
Europe, and the Middle East. Over the years, we
have developed an intimate knowledge of our core
businesses. We also have a presence in our selected
secondary markets of China, Southeast Asia and the
United Kingdom, in which we invest in, and develop
properties, through our International Business arm.
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
PROFIT BEFORE INTEREST AND
TAXATION ($’M)
through our Singapore-listed REIT platforms, allow
us to generate quality earnings throughout the entire
real estate value chain. Combined with our financial
and operational discipline, and the thoughtful
execution of our strategies, we aim to deliver value
to our stakeholders and the communities we serve.
We have a clear vision of the path ahead. Our
experienced management team, proven expertise
in multiple asset classes, and sound financials,
mean we are well equipped to continue growing
and creating innovative real estate solutions for today
and tomorrow.
TOTAL ASSETS ($’M)
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
24,204
23,067
21,291
12,847
10,357
9,808
9,567
10,112
9,860
9,127
1,104.8
938.2
765.0
704.4
564.5
580.0
399.0
434.1
443.0
390.2
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
3
ANNUAL REPORT 2016
FCL GROUP
AT A GLANCE
Northpoint City, Singapore
Discovery Point, Wolli Creek, New South Wales, Australia
SINGAPORE
AUSTRALIA
Frasers Centrepoint’s Singapore portfolio comprises
two main divisions, namely the Development
Properties and Commercial Properties divisions.
FCL’s businesses in Australia comprise Frasers
Property Australia (FPA) and Frasers Logistics &
Industrial Trust (FLT).
The Development Properties division focuses on
residential and commercial property development.
Under its Frasers Centrepoint Homes brand, it has
built and sold more than 17,000 homes in Singapore,
with five residential and mixed-use projects under
development (including joint-venture projects).
Meanwhile, the Commercial Properties division owns
and/or manages 12 shopping malls in Singapore
under the Frasers Centrepoint Malls brand and
10 office and business space properties in Singapore
and Australia. SGX-ST-listed Frasers Centrepoint Trust
(FCT) and Frasers Commercial Trust (FCOT) hold six
of the malls and six of the office and business spaces
respectively.
FPA (incorporating Australand from August 2014)
is one of Australia’s leading property groups,
having been involved in property development
since 1924. With offices in Sydney, Melbourne,
Brisbane and Perth, 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).
FLT is the largest initial pure-play Australian industrial
REIT in Singapore. It has a portfolio comprising
53 industrial properties valued at approximately
$1.7 billion as at 30 September 2016.
4
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Malmaison Manchester, UK
Baitang One, Suzhou, China
HOSPITALITY
INTERNATIONAL BUSINESS
FCL’s hospitality business comprises Frasers
Hospitality (FH) and Frasers Hospitality Trust (FHT).
The International Business unit comprises FCL’s
investments in China, the United Kingdom (UK),
Vietnam and Thailand.
FH has interest in and/or manages Gold-Standard
serviced, hotel residences and boutique lifestyle hotels
across Asia, Australia, Europe, and the Middle East.
Conceived with the lifestyle preferences of today’s
discerning business and leisure travellers in mind,
FH has three Gold-Standard serviced residences
offerings – Fraser Suites, Fraser Place and Fraser
Residence, a modern and stylish brand, Modena by
Fraser, and a design-led hotel residence brand, Capri
by Fraser. In addition, FH operates the UK boutique
hotel brands of Malmaison and Hotel du Vin.
On track to achieve its target of 30,000 units by 2019,
FH’s current global portfolio, including those in the
pipeline, stands at over 23,400 units in 140 properties
located in more than 80 cities worldwide.
FHT is the first global hotel and serviced apartment
trust to be listed on the SGX-ST. FHT currently has
14 quality properties strategically located across key
gateway cities in Asia, Australia, the United Kingdom
and Germany.
China has been an important market for FCL since it
built its first residential development – the 452-unit
Jingan Four Seasons in Shanghai – in 2001. To date,
FCL, through Frasers Property China, has developed
close to 8,000 homes in China. It has three projects
currently under development – residential projects in
Suzhou and Shanghai, and an industrial/logistics park
in Chengdu.
FCL made its first foray into the UK in 2000 with
the development of Annandale House. Since then,
Frasers Property UK has built over 600 homes
and marketed various residential and mixed-use
developments. It is currently developing three
projects in London.
In Vietnam, FCL entered into a conditional
agreement to acquire a 70% stake in a joint venture
with local partners to develop a residential-cum-
commercial project on a one-hectare prime site in Ho
Chi Minh City. FCL also has a 75% interest in Me Linh
Point, a 22-storey retail/office building in District 1,
Ho Chi Minh City.
In Thailand, FCL has a 35.6% stake in the Golden
Land Property Development Public Company Limited
(Golden Land), which is listed on the Stock Exchange
of Thailand. Golden Land’s portfolio comprises
residential and commercial property development,
as well as property management and property
advisory services.
5
ANNUAL REPORT 2016 OUR GLOBAL
PRESENCE
PROFIT BEFORE
INTEREST AND
TAXATION
BREAKDOWN BY
GEOGRAPHICAL
SEGMENT
4%
13%
12%
FY2015/16
$938M
39%
32%
3%
19%
4%
FY2014/15
$1,105M
45%
29%
SINGAPORE
AUSTRALIA
EUROPE
CHINA
OTHERS1
SINGAPORE
AUSTRALIA
FY2015/16 ($’000)
367,595
FY2014/15 ($’000)
494,153
FY2015/16 ($’000)
299,700
FY2014/15 ($’000)
316,242
UNITED KINGDOM
GERMANY
HUNGARY
FRANCE
SWITZERLAND
SPAIN
MALTA2
NIGERIA2
REPUBLIC OF CONGO2
TURKEY
INDIA
UAE
QATAR
MALAYSIA
6
1
Includes Indonesia, Japan, Malaysia, New Zealand, the Philippines, Thailand and Vietnam
2 Property pending opening
SAUDI ARABIA
BAHRAIN
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES EUROPE
CHINA
FY2015/16 ($’000)
111,320
FY2014/15 ($’000)
47,587
FY2015/16 ($’000)
120,296
FY2014/15 ($’000)
209,572
OTHERS
FY2015/16 ($’000)
39,288
FY2014/15 ($’000)
37,208
CHINA
26
COUNTRIES
82
CITIES
• RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
Thailand
United Kingdom
Vietnam
• COMMERCIAL
Australia
China
Malaysia
Singapore
Thailand
Vietnam
• INDUSTRIAL
Australia
China
• HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Malta2
Myanmar2
Nigeria2
Philippines
Republic of Congo2
Qatar
Saudi Arabia
Singapore
South Korea
Spain
Switzerland
Thailand
Turkey
UAE
United Kingdom
Vietnam
JAPAN
SOUTH KOREA
MYANMAR2
THAILAND
VIETNAM
PHILIPPINES
MALAYSIA
BAHRAIN
SINGAPORE
INDONESIA
AUSTRALIA
NEW ZEALAND
7
ANNUAL REPORT 2016 OUR
MILESTONES
1988
Centrepoint Properties Limited
(CPL) was listed on the Main
Board of the Singapore
Exchange (SGX-ST)
1990
CPL became a subsidiary of
Fraser and Neave, Limited
(F&NL)
Alexandra Technopark, Singapore
1997
Alexandra Technopark, CPL’s
first business space project was
developed and launched
1998
CPL’s first two hospitality
projects, Fraser Suites and
Fraser Place in Singapore, were
launched
1992
Northpoint, Singapore’s
pioneer suburban retail mall
in Yishun; Bridgepoint, a retail
mall in Sydney; and Alexandra
Point, CPLs’ first office project,
were launched
Northpoint Shopping Centre, Singapore
1993
The Anchorage, CPL’s first
residential project, was
redeveloped from F&N
Singapore’s old brewery and
soft drink plants
1996
CPL’s first overseas office
project, Me Linh Point, a
commercial and retail centre in
Ho Chi Minh City was
developed
2000
Pavilions on the Bay in Australia
and Annandale House in
the UK, CPL’s first overseas
residential projects, were
developed
2001
Jingan Four Seasons in
Shanghai was CPL’s first
residential project developed
in China
Jingan Four Seasons, Shanghai, China
2002
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
8
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 2006
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
Hotel du Vin Cambridge, UK
2015
FCL acquired UK leading
boutique lifestyle hotel brands
Malmaison and Hotel du Vin.
Australand was rebranded as
Frasers Property Australia
2008
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
2013
FCL became a member of
TCC Group
2014
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
2016
Frasers Logistics & Industrial
Trust was listed on the Main
Board of SGX-ST
FLT's listing ceremony at the Singapore Exchange
FCL acquired a 35.6% stake
in Golden Land Property
Development Public Company
Limited (Golden Land) which is
listed on the Stock Exchange
of Thailand
FCL entered into a conditional
agreement to acquire a 70%
stake in a joint venture with
local partners to develop a
residential-cum-commercial
project in District 2, Ho Chi
Minh City, Vietnam
9
ANNUAL REPORT 2016 I
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S
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R
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
FINANCIAL
HIGHLIGHTS
Revenue ($’m)
1,412
1,675
2,203
3,562
3,440
20121
20131
20141
2015
2016
Profit before interest, fair value change on
investment properties, taxation and exceptional
items ($’m)
Profit before taxation ($’m)
Before fair value change on investment properties
390
704
765
1,105
938
and exceptional items
330
612
721
955
After fair value change on investment properties
and exceptional items
721
1,095
807
1,197
Attributable profit ($’m)
Before fair value change and exceptional items
After fair value change and exceptional items
252
643
402
722
470
501
544
771
796
960
480
597
Earnings per share (cents)2
Attributable profit before fair value change on
investment properties and exceptional items
Attributable profit after fair value change on
33.5
53.4
19.1
17.2
14.3
investment properties and exceptional items
85.4
95.9
20.4
25.0
18.4
Dividend per share
Ordinary shares (cents)
19.9
19.9
8.6
8.6
8.6
Net asset value (share capital & reserves) ($’m)
4,932
5,433
6,414
6,509
6,661
Net asset value per share ($)
6.11
6.32
2.223
2.25
2.30
Return on average shareholders’ equity (%)
Attributable profit before fair value change on
investment properties and exceptional items
5.4
7.3
7.5
7.7
6.3
Notes
1 Certain accounting policies or accounting standards had changed in the financial years ended 30 September 2012, 2013 and 2015.
The financial information for the year immediately preceding 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
2 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
2012 and 2013, weighted average number of ordinary shares was 753,292,000. In 2014, 2015 and 2016, weighted average number of
shares was 2,457,316,000, 2,893,873,000 and 2,898,893,000 respectively
3 Calculated based on 2,889,813,000 shares in issue after the Company’s listing
11
ANNUAL REPORT 2016
BOARD OF
DIRECTORS
As at 30 September 2016
CHAROEN SIRIVADHANABHAKDI, 72
Non-Executive and Non-Independent Chairman
KHUNYING WANNA SIRIVADHANABHAKDI, 73
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 : 29 Jan 2016
Length of service as a director (as at 30 Sep 2016) : 2 years 11 months
Date of first appointment as a director : 07 Jan 2014
Date of last re-election as a director : 29 Jan 2016
Length of service as a director (as at 30 Sep 2016) : 2 years 8 months
Board committee(s) served on
• Board Executive Committee (Chairman)
Board committee(s) served on
Nil
Academic & Professional Qualification(s)
• Honorary Doctoral Degree in Buddhism (Social Work) from
Mahachulalongkornrajavidyalaya, Thailand
• Honorary Doctorate 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 2016)
Listed companies
• Berli Jucker Public Company Limited (Chairman)
• Big C Supercenter 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 Corporation Limited (formerly named
TCC Holding Co., Ltd.) (Chairman)
• TCC Land Co., Ltd. (Chairman)
Major Appointments (other than Directorships)
Nil
Academic & Professional Qualification(s)
• Honorary Doctoral Degree (Management),
Mahidol University, Thailand
• Honorary Doctorate of Philosophy (Business Management),
University of Phayao, Thailand
• 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 2016)
Listed companies
• Berli Jucker Public Company Limited (Vice Chairman)
• Big C Supercenter 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 Corporation Limited (formerly named 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 2013 to 30 Sep 2016)
Nil
Past Major Appointments
Nil
Past Directorships in listed companies held over the preceding
three years (from 01 Oct 2013 to 30 Sep 2016)
Nil
Others
Nil
12
Past Major Appointments
Nil
Others
Nil
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PANOTE SIRIVADHANABHAKDI, 39
Group Chief Executive Officer (Designate)* and
Non-Independent Director
CHARLES MAK MING YING, 64
Non-Executive and Lead Independent Director
Date of first appointment as a director : 08 Mar 2013
Date of last re-election as a director : 29 Jan 2016
Length of service as a director (as at 30 Sep 2016) : 3 years 6 months
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 2016) : 2 years 11 months
Board committee(s) served on
• Board Executive Committee
• Remuneration Committee (stepped down with effect from
1 Oct 2016)
• Risk Management Committee
Academic & Professional Qualification(s)
• Master of Science in Analysis, Design and Management
of Information Systems, 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 2016)
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
Frasers Hospitality Business Trust
• Frasers Logistics & Industrial Asset Management Pte Ltd,
Manager of Frasers Logistics & Industrial 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)
Nil
Past Directorships in listed companies held over the preceding
three years (from 01 Oct 2013 to 30 Sep 2016)
• Fraser and Neave, Limited
Past Major Appointments
• Chief Executive Officer of Univentures Public Company
Limited
Others
Nil
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 2016)
Listed companies
Nil
Major Appointments (other than Directorships)
• Morgan Stanley Asia Pacific (Vice Chairman)
• Morgan Stanley International Wealth Management
(President)
Past Directorships in listed companies held over the preceding
three years (from 01 Oct 2013 to 30 Sep 2016)
• Fraser and Neave, Limited
Past Major Appointments
• Chairman and Director of Bank Morgan Stanley AG
• 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
• Managing Director and Head of Morgan Stanley Asia Pacific
Private Wealth Management
• Executive Director and Senior Investment Adviser of Morgan
Stanley’s Private Wealth Management Group
Others
• Senior Advisor to Morgan Stanley Asia’s Investment
Banking Division
* Mr Panote Sirivadhanabhakdi has been appointed
Group Chief Executive Officer with effect from 1 Oct 2016
13
ANNUAL REPORT 2016 BOARD OF
DIRECTORS
As at 30 September 2016
CHAN HENG WING, 70
Non-Executive and Independent Director
PHILIP ENG HENG NEE, 70
Non-Executive and Independent Director
Date of first appointment as a director : 25 Oct 2013
Date of last re-election as a director : 29 Jan 2016
Length of service as a director (as at 30 Sep 2016) : 2 years 11 months
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 2016) : 2 years 11 months
Board committee(s) served on
• Nominating Committee
• Risk Management Committee
• Remuneration Committee
(appointed with effect from 1 Oct 2016)
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 2016)
Listed companies
• Banyan Tree Holdings Ltd.
• EC World Asset Management Pte Ltd
• Fusang Corp (Labuan)
• Fusang Family Office Pte Ltd (S)
• Fusang Family Office Pte Ltd (HK)
• Fusang Investment Office Pte Ltd (S)
• Fusang Investment Office Pte Ltd (HK)
Others
• Precious Quay Pte. Ltd.
• Precious Treasures Pte. Ltd.
Major Appointments (other than Directorships)
• Ministry of Foreign Affairs: Senior Advisor and Non-Resident
High Commissioner to Bangladesh
• Milken Institute Asia Center (Chairman)
Past Directorships in listed companies held over the preceding
three years (from 01 Oct 2013 to 30 Sep 2016)
• Fraser and Neave, Limited
Past Major Appointments
• Managing Director, International Relations, Temasek Holdings
• Singapore’s Consul General to Hong Kong and Shanghai
• Singapore’s Ambassador to Thailand
• Press Secretary to Prime Minister Goh Chok Tong
• Director of the Media Division, Ministry of Communications
and Information
Others
Nil
Board committee(s) served on
• Remuneration Committee (Chairman)
• 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
Present Directorships (as at 30 Sep 2016)
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.
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 2013 to 30 Sep 2016)
• Asia Pacific Breweries Limited
• Fraser and Neave, Limited
Past Major Appointments
• Group Managing Director, Jardine Cycle and Carriage Group
Others
Nil
14
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
WEE JOO YEOW, 69
Non-Executive and Independent Director
WEERAWONG CHITTMITTRAPAP, 58
Non-Executive and Independent Director
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 2016) : 2 years 6 months
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 2016) : 2 years 11 months
Board committee(s) served on
• Executive Committee
• Audit Committee
Board committee(s) served on
• Nominating Committee (Chairman)
• Risk Management Committee
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
• 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 2013 to 30 Sep 2016)
Nil
Past Major Appointments
• Managing Director and Head of Corporate Banking
Singapore, United Overseas Bank Limited
Others
• Mapletree Industrial Trust Management Ltd
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
Present Directorships (as at 30 Sep 2016)
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
• Big C Supercenter 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 2013 to 30 Sep 2016)
• 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
Past Major Appointments
• Weerawong, Chinnavat & Peangpanor Limited (Chairman)
Others
Nil
15
ANNUAL REPORT 2016 BOARD OF
DIRECTORS
As at 30 September 2016
CHOTIPHAT BIJANANDA, 53
Non-Executive and Non-Independent Director
SITHICHAI CHAIKRIANGKRAI, 62
Non-Executive and Non-Independent Director
Date of first appointment as a director : 08 Mar 2013
Date of last re-election as a director : 29 Jan 2016
Length of service as a director (as at 30 Sep 2016) : 3 years 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 2016) : 3 years 1 month
Board committee(s) served on
• Risk Management Committee (Chairman)
• Board Executive Committee (Vice Chairman)
• Nominating Committee
Board committee(s) served on
• Board Executive Committee
• Audit Committee
• Risk Management Committee
Academic & Professional Qualification(s)
• Master of Business Administration, Finance, University of
Academic & Professional Qualification(s)
• Bachelor of Accountancy (First Class Honours), Thammasat
Missouri, USA
University, Thailand
• Bachelor of Laws, Thammasat University, Thailand
• Diploma in Computer Management, Chulalongkorn
Present Directorships (as at 30 Sep 2016)
Listed companies
• Sermsuk Public Company Limited
• Golden Land Property Development Public Company
Limited
• Fraser and Neave, Limited
• Big C Supercenter Public Company 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)
• Southeast Life Insurance Public Co., Ltd. (Chairman)
• Southeast Capital Co., Ltd. (Chairman)
• 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 2013 to 30 Sep 2016)
Nil
Past Major Appointments
Nil
Others
Nil
University, Thailand
• Certificate of the Mini MBA Leadership Management,
Kasetsart University, Thailand
Present Directorships (as at 30 Sep 2016)
Listed companies
• Thai Beverage Public Company Limited
• Berli Jucker Public Company Limited
• Big C Supercenter 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 2013 to 30 Sep 2016)
Nil
Past Major Appointments
Nil
Others
Nil
16
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES An artist's impression of Frasers Tower, Singapore
GROUP
MANAGEMENT
As at 30 September 2016
PANOTE SIRIVADHANABHAKDI, 39
Group Chief Executive Officer (Designate)*
Frasers Centrepoint Limited
Reporting to the Chairman and Board of Directors,
Mr Sirivadhanabhakdi is responsible for developing and
driving the Group’s growth strategies and delivering
sustainable returns for the business.
Mr Sirivadhanabhakdi helms the overall development
and management of the Group’s business, as well as
implementation of the Group’s short and long-term business
plans in accordance with FCL’s vision and strategies.
He provides leadership to all FCL business divisions and
prepares the organisation for further development and
expansion.
Date of first appointment : 1 Oct 2016
Board committees served on
• Board Executive Committee
• Remuneration Committee (stepped down with effect from
1 Oct 2016)
• Risk Management Committee
Academic & Professional Qualifications
• Master of Science in Analysis, Design and Management
of Information Systems, London School of Economics and
Political Science, UK
• Bachelor of Science in Manufacturing Engineering,
Boston University, USA
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
Frasers Hospitality Business Trust
• Frasers Logistics & Industrial Asset Management Pte Ltd,
Manager of Frasers Logistics & Industrial 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)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2013 to 30 Sep 2016)
• Fraser and Neave, Limited
• Certificate in Industrial Engineering and Economics,
Massachusetts University, USA
Working Experience
• Chief Executive Officer, Univentures Public Company
Present Directorships (as at 30 Sep 2016)
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
Limited.
Others
Nil
18
* Mr Panote Sirivadhanabhakdi has been appointed Group Chief Executive Officer with effect from 1 Oct 2016
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES MR LIM EE SENG, BBM, 65
Group Chief Executive Officer
Frasers Centrepoint Limited
Mr Lim had overall responsibility for driving FCL’s growth
strategies and delivering sustainable returns from the
business.
Major appointments (other than Directorships)
• 2nd Vice-President, Real Estate Development Association of
Singapore
Mr Lim provided leadership to FCL’s various business
divisions. Under his stewardship, the Group’s presence grew
to span over 80 cities across the globe. He constantly sought
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.
Date of first appointment : 15 Oct 2004
Date of retirement : 30 Sep 2016
Board committees served on
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2013 to 30 Sep 2016)
• 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
Academic & Professional Qualifications
• Bachelor of Engineering (Civil Engineering), University of
• Former Council member of the Singapore Chinese
Chamber of Commerce and Industry
Singapore
• Master of Science (Project Management), National
University of Singapore
• Fellow, Singapore Institute of Directors
• Member, The Institution of Engineers Singapore
Present Directorships (as at 30 Sep 2016)
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
• Frasers Logistics & Industrial Asset Management Pte. Ltd.,
Manager of Frasers Logistics & Industrial Trust
Others
• Frasers Property Australia Pty Limited
• Vacaron Company Sdn Bhd
19
ANNUAL REPORT 2016
GROUP
MANAGEMENT
As at 30 September 2016
CHIA KHONG SHOONG, 45
Chief Corporate Officer and Chief Financial Officer
Frasers Centrepoint Limited
CHRISTOPHER TANG KOK KAI, 55
Chief Executive Officer, Singapore
Frasers Centrepoint Limited
As Group Chief Corporate Officer and Chief Financial Officer,
Mr Chia oversees several key Group corporate functions as
well as its finance, accounting, taxation and treasury functions.
The Group corporate functions include Group Strategy
and Performance, Group Communications, Group Business
Process Design and Technology Solutions, Group Corporate
Secretariat and Group Legal. He oversees the development
and formulation of Group strategies to streamline business
processes, drive synergies and improve profitability. He also
assists FCL’s Group Chief Executive Officer in developing the
Group’s international businesses.
Date of first appointment : 2 Mar 2009
Academic & Professional Qualifications
• Master of Philosophy (Management Studies),
Cambridge University, UK
• Bachelor of Commerce (Accounting and Finance),
University of Western Australia
Working Experience
• Chief Executive Officer, Australia, New Zealand and UK,
Frasers Centrepoint Limited
• 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 2016)
Listed companies
Nil
Listed REITs/Trusts
• 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 2013 to 30 Sep 2016)
• Frasers Centrepoint Asset Management Ltd, Manager of
Frasers Centrepoint Trust
Others
Nil
20
Mr Tang is responsible for driving FCL's Singapore Residential
and Commercial Properties businesses. He oversees
the Group’s entire value chain of property investment,
development, marketing and sales in Singapore, as well
as the two REITs – Frasers Centrepoint Trust and Frasers
Commercial Trust. Mr Tang will also provide management
oversight for the Group’s property development business in
China.
Date of first appointment : 1 Apr 2001
Academic & Professional Qualifications
• Master of Business Administration, National University of
Singapore
• Bachelor of Science, National University of Singapore
Working Experience
• Chief Executive Officer, Commercial and Greater China,
Frasers Centrepoint Limited
• Chief Executive Office, 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, DBS Bank Ltd
• Senior Manager, Strategic Planning and Asset
Management, DBS Land Limited
Present Directorships (as at 30 Sep 2016)
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
Hektar REIT
Others
• Board of Governors, Republic Polytechnic
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 Oct 2013 to 30 Sep 2016)
Nil
Others
Nil
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES RODNEY VAUGHAN FEHRING, 57
Chief Executive Officer
Frasers Property Australia
CHOE PENG SUM, 56
Chief Executive Officer
Frasers Hospitality
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 35 years of experience in the property development
industry, primarily involved in large-scale urban development
and urban renewal schemes.
Date of first appointment : 22 Mar 20101
Academic & Professional Qualifications
• Bachelor of Applied Science, La Trobe University, Australia
• Graduate Diploma in Sports Administration,
La Trobe University, Australia
• Graduate Diploma in Urban & Regional Planning,
RMIT University, Australia
• Diploma, Advanced Management Program,
The Wharton School, University of Pennsylvania, USA
Working Experience
• Executive General Manager, Residential,
Australand Property Group
• Managing Director & CEO of Lend Lease Primelife Ltd
• CEO of Delfin Lend Lease Ltd
• Executive General Manager (Vic) of Delfin Group Ltd
• Chief Operating Officer, Urban Land Corporation, Victoria
• General Manager (Property), Australian Defence Industries
Ltd
Present Directorships (as at 30 Sep 2016)
Listed companies
Nil
Others
• Frasers Property Australia Pty Limited
Past Directorships of listed companies held over the
preceding 3 years (from 01 Oct 2013 to 30 Sep 2016)
• Chairman, Australian Housing and Urban Research
Institute Ltd
Others
• Director, Green Building Council of Australia
Mr Choe oversees Frasers Hospitality’s business from
investment, 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.
Date of first appointment : 1 Apr 1996
Academic & Professional Qualifications
• Bachelor of Science with Distinction, Cornell University,
New York, USA
• Phi Kappa Phi, Cornell University, New York, USA
• President’s Honor Roll, Washington State University, USA
• Executive Development Programme, International College
of Hospitality Administration, BRIG, Switzerland
Working Experience
• Chief Operating Officer, Frasers Hospitality Pte Ltd
• General Manager of Hospitality, Frasers Centrepoint
Limited
• Resident Manager, Portman Shangri-La Hotel, Shanghai
• Executive Assistant Manager, Shangri-La Hotel, Singapore
Present Directorships (as at 30 Sep 2016)
Listed companies
Nil
Listed REITs/Trusts
• Frasers Hospitality Asset Management Pte Ltd, Manager of
Frasers Hospitality Real Estate Investment Trust
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 2013 to 30 Sep 2016)
Nil
Others
Nil
1 Appointment to Australand Property Group, which was
acquired by FCL in 2014
21
ANNUAL REPORT 2016 GROUP
MANAGEMENT
As at 30 September 2016
UTEN LOHACHITPITAKS, 43
Chief Investment Officer
Frasers Centrepoint Limited
SEBASTIAN TAN, 53
Chief Human Resources Officer
Frasers Centrepoint Limited
Mr Lohachitpitaks is responsible for FCL Group’s capital
markets transactions, managing and monitoring the Group’s
portfolio of assets, devising strategies for acquisitions and
liaising with investors. He also provides leadership for the
Indochina markets, namely Thailand, Cambodia, Laos,
Myanmar and Vietnam.
Mr Tan 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.
Date of appointment : 17 Aug 2015
Date of first appointment : 1 Oct 2013
Academic & Professional Qualifications
• Master of Business Administration, Assumption University,
Thailand
• Bachelor of Business Administration, Assumption University,
Thailand
Working Experience
• Managing Director, Strategic Advisory, DBS Bank Ltd
• Director, Investment Banking Division, United Overseas
Bank (Thai) Public Company Limited
• Vice President, Corporate & Investment Banking Group,
DBS Bank Ltd
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 2016)
Listed companies
Nil
Present Directorships (as at 30 Sep 2016)
Listed companies
Nil
Others
Nil
Others
• Director, Frasers Property Holding Thailand Co Ltd
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding 3 years (from 01 October 2013 to 30 Sep 2016)
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 2016)
Nil
Others
Nil
Others
Nil
22
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE
INFORMATION
BOARD OF DIRECTORS
Mr Charoen Sirivadhanabhakdi
Non-Executive and
Non-Independent Chairman
Khunying Wanna Sirivadhanabhakdi
Non-Executive and
Non-Independent Vice Chairman
Mr Panote Sirivadhanabhakdi
Group Chief Executive Officer and
Executive Director
(from 1 October 2016)
Non-Executive and
Non-Independent Director
(until 30 September 2016)
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 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)
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 Chan Heng Wing
(from 1 October 2016)
Mr Panote Sirivadhanabhakdi
(until 30 September 2016)
GROUP MANAGEMENT
Mr Panote Sirivadhanabhakdi
Group Chief Executive Officer
(from 1 October 2016)
Mr Lim Ee Seng
Group Chief Executive Officer
(until 30 September 2016)
Mr Chia Khong Shoong
Chief Corporate Officer
(from 1 July 2016)
Chief Financial Officer
Mr Christopher Tang Kok Kai
Chief Executive Officer,
Singapore
(from 1 July 2016)
Chief Executive Officer,
Commercial and Greater China
(until 30 June 2016)
Mr Rodney Vaughan Fehring
Chief Executive Officer,
Frasers Property Australia
Mr Choe Peng Sum
Chief Executive Officer,
Frasers Hospitality
Mr Uten Lohachitpitaks
Chief Investment Officer
Mr Sebastian Tan
Chief Human Resources Officer
COMPANY SECRETARY
Ms Catherine Yeo
(from 1 October 2016)
Mr Piya Treruangrachada
(until 30 September 2016)
REGISTERED OFFICE
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328
www.fraserscentrepoint.com
SHARE REGISTRAR
Tricor Barbinder Share
Registration Services
80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 3405
AUDITORS
KPMG LLP
Partner-in-charge:
Mr Ronald Tay Ser Teck
(Appointed on 29 January 2016)
PRINCIPAL BANKERS
Australia and New Zealand
Banking Group Limited
Bank of China Limited
DBS Bank Ltd.
Malayan Banking Berhad
Oversea-Chinese Banking
Corporation Limited
Standard Chartered Bank
Sumitomo Mitsui Banking
Corporation
The Bank of Tokyo-Mitsubishi
UFJ, Limited
United Overseas Bank Limited
23
ANNUAL REPORT 2016 CHAIRMAN’S
STATEMENT
During the year, a number of organisational changes took place
to position FCL for the future. The Group also made significant
strides towards its strategic goal of achieving sustainable
growth. In addition, the Group delivered a healthy set of
full-year results for FY2015/16.
Revenue
$3,440
million
Core Earnings
$480
million
¢
Total Dividend
8.6 cents
24
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Dear Fellow Shareholders,
FY2015/16 has been another exciting year
for Frasers Centrepoint Limited (FCL or
the Group). During the year, a number of
organisational changes took place to
position FCL for the future. The Group also
made significant strides towards our strategic
goal of achieving sustainable growth.
In addition, the Group delivered a healthy
set of full-year results for FY2015/16.
Revenue, and attributable profit (before fair
value change and exceptional items) or core
earnings, were $3,440 million and
$480 million respectively.
On the back of FCL’s sound financial
performance, the Board has proposed a final
dividend of 6.2 Singapore cents. Including
FCL’s interim dividend of 2.4 Singapore
cents, total dividend for FY2015/16 is
8.6 Singapore cents, the same amount as the
previous two years.
ORGANISATIONAL CHANGES ENSURE
THAT FCL IS FUTURE-READY
The Group’s commendable performance
despite market challenges is a reflection
of the calibre of FCL’s management team.
It is critical that FCL continues to have the
right team to steer the Group towards its
strategic goals while navigating headwinds.
In addition, an organisational structure
that ensures the Group is future-ready is of
paramount importance.
Building on a solid foundation, positioning
for the future
During the year, a new organisational
structure was put in place for the Group.
A key appointment as part of the
organisational changes was Mr Panote
Sirivadhanabhakdi as Group CEO of FCL on
1 October 2016. Mr Sirivadhanabhakdi took
over the helm of FCL from Mr Lim Ee Seng,
who retired after 12 years as FCL’s Group
CEO. A member of the FCL Board since
March 2013, Mr Sirivadhanabhakdi brings
with him over 15 years of corporate leadership
and senior management experience.
At this point, I would like to put on record
the Board’s deep appreciation for Mr Lim’s
significant contributions to FCL. Under
Mr Lim’s leadership, we established our REIT
platforms and substantially enlarged our
investment properties portfolio in Singapore.
The Group also achieved a scaled platform
in Australia and significantly enhanced our
presence in secondary markets. In addition,
our hospitality business grew by leaps and
bounds.
The market environment that FCL will be
operating in, and the challenges that the
Group will face, will be markedly different
in the next decade, and the decades to
come. The Board is confident that
Mr Sirivadhanabhakdi will build on the strong
foundation that Mr Lim has put together
for FCL.
MAINTAINING DYNAMISM TO ACHIEVE
SUSTAINABLE GROWTH
Operating in an environment where constant
change is the new normal, it is critical for FCL
to be dynamic and seek opportunities that
leverage the Group’s unique advantages.
Well-equipped to allocate capital
dynamically
FY2015/16 marked a significant milestone –
the completion of the Group’s family of REIT
platforms. Frasers Logistics & Industrial Trust
(FLT) was listed in June 2016 as the largest
pure-play Australian industrial REIT listed in
Singapore. With the listing of FLT, we have
a new stream of recurring fee income, and
were able to significantly reduce our gearing.
In view of FCL’s strong recurring income
base, with more than 60% of the Group’s
PBIT in FY2015/16 derived from recurring
income sources, as well as the Group’s
healthy unrecognised presales level of
$3.1 billion, the Board believes that the
business is capable of supporting a gearing
level of between 80% and 100%.
25
ANNUAL REPORT 2016 CHAIRMAN’S
STATEMENT
LIVING AND BREATHING SUSTAINABILITY
FCL published our first Sustainability Report
last year. The report, which was prepared
in accordance with international standards,
is an important part of FCL’s effort to share
the Group’s sustainability approach with
stakeholders. We put significant effort
into creating spaces that can enhance the
wellbeing, productivity and enjoyment of
users in a manner that is friendly to the
environment and local communities. The
Group constantly looks at ways to improve,
and our progress is reported in this year’s
Sustainability Report.
Beyond business approach, the Group also
considers a high standard of corporate
governance and transparency as a hallmark
of a sustainable business. Corporate
governance and transparency tenets run
deep in FCL. The Group’s core values of
integrity, reliability, and trust underpin all that
FCL does. We are honoured that FCL has
been recognised for corporate transparency
for the third year running at the SIAS
Investors’ Choice Awards.
Frasers Logistics & Industrial Trust was listed on the Main Board of SGX-ST
Given the strength of FCL’s recurring
income base as well as our balance sheet,
our management team is well equipped to
allocate capital dynamically.
By making sustainability core to everything
that we do, we believe that FCL has the right
foundation to achieve sustainable growth
and deliver long-term value to shareholders.
Increasingly geographically-diversified
earnings base
FCL has been on the journey to grow
overseas income for some years. With our
Australia and Hospitality strategic business
units (SBUs) as the bedrock of our overseas
income contributions, we can turn more of
our attention to our secondary markets under
the International Business unit.
Thailand has favourable macro-economic
factors for real estate, and is a secondary
market where FCL is well positioned to
leverage our controlling shareholder, TCC’s,
home market advantage to access these
opportunities. During the year, FCL gained
a foothold in Thailand’s residential and
commercial properties segments with our
stake in Golden Land Property Development
Public Company Limited, which is listed on
the Stock Exchange of Thailand.
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.
I extend my 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, FHT, and FLT, 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.
Charoen Sirivadhanabhakdi
Chairman
26
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
GROUP CEO’S
STATEMENT
Achieving sustainable earnings remains central to the Group’s strategy.
We have done this by growing overseas earnings, strengthening
FCL’s recurring income base and improving capital productivity.
These strategies have served the Group well, as evidenced by FCL’s
track record of growth, and we will stay the course.
Net Debt to Equity
FY2014/15
83.6%
FY2015/16
64.4%
Recurring Income
Assets
$16.9
billion
27
ANNUAL REPORT 2016 GROUP CEO’S
STATEMENT
Dear Shareholders,
I am humbled that the Independent
Directors of FCL proposed my appointment
as Group CEO of FCL upon the retirement of
Mr Lim Ee Seng. As a member of the Board
since March 2013, I have been involved at
the Board-level in all the major initiatives
undertaken by the Group in the last three
years. I have enjoyed working closely with
members of FCL’s senior management team
during that time, and have the highest
regard for the very capable team that
Mr Lim has assembled. I am honoured that
the Board has given me the mandate to
lead FCL, and would like to thank Mr Lim
for the solid foundation he has built for the
Group. Together with my FCL colleagues,
we will work hard to take the Group to even
greater heights and deliver long-term value
to shareholders.
ACHIEVING SUSTAINABLE GROWTH
REMAINS CENTRAL TO THE GROUP’S
STRATEGY
Achieving sustainable earnings remains
central to the Group’s strategy. We have
done this by growing overseas earnings,
10 Siltstone Place, Berrinba, Queensland, Australia
strengthening FCL’s recurring income base
and improving capital productivity. These
strategies have served the Group well,
as evidenced by FCL’s track record of growth,
and we will stay the course.
As we keep sight of our strategic goal,
we must remain flexible in an environment
of increasing global volatility and shortening
property cycles. The new organisational
structure put in place in July enhances
Group-level strategic planning and capital
allocation discipline. At the corporate level,
there is also heightened strategic focus on
critical corporate responsibilities.
More focused and more dynamic
FCL has always adopted the approach of
developing business units with scale and
business focus. Together, our businesses
in Singapore, Australia and Hospitality
account for around 90% of the Group’s total
assets. The Australia and Hospitality SBUs
each has a CEO at the helm overseeing
the entire business. The new organisational
structure acknowledges the importance
of Singapore as FCL’s largest integrated
business unit. Given the scale and maturity
of our Singapore operations, it is timely for
the Singapore operations to come together
under one CEO.
Now FCL’s diversified platform is organised
under three SBUs – Singapore, Australia and
Hospitality, and an International Business unit
comprising the other markets outside of our
three SBUs. Placing FCL’s three SBUs of scale
in the capable hands of the respective CEOs
allows us to allocate capital dynamically.
Striking the right balance between differing
capital needs
Real estate is a capital intensive industry. It is
critical for FCL to strike a balance between
funding future growth and maintaining a
sustainable level of gearing. Being able to
achieve this balance is a key determinant to
FCL’s ability to allocate capital dynamically.
Growing recurring income has always been
a core strategy to strengthen FCL’s income
base. Clear cashflow visibility and stable
earnings contribution create flexibility for
capital management. About 70% of the
Group's total assets are recurring income
assets, valued at approximately $16.9 billion
as at 30 September 2016.
The Group’s REIT platforms are also
important contributors to FCL’s recurring
income base through fee income, as well
as providing an avenue to improve capital
productivity. With the listing of FLT in June
2016, the Group now has a REIT platform for
each of our four investment properties asset
classes.
The listing of FLT not only allowed FCL to
add a new source of recurring fee income,
it also enabled FCL to significantly reduce
our gearing. FCL ended FY2015/16 with
a net debt to equity of 64.4%, down from
83.6% last year. On the funding front, FCL
further diversified our funding sources with
two fixed rate note issuances. Both the
$250 million 10-year fixed rate notes, and our
first US$200 million 5-year fixed rate notes
were well received.
LOOKING AHEAD
In our core markets of Singapore and
Australia where FCL has scale and depth,
we will look to maintain our market position.
Our investment portfolios in both markets
continue to perform well, while on the
development front, we will selectively tender
for sites to replenish our land bank.
The key focus in Singapore for the upcoming
year will be the launch of our residential
project in Siglap, and pre-leasing in
preparation for the completion and opening
of both the retail mall at Northpoint City as
well as Frasers Tower, our Grade-A office
project in the Central Business District (CBD),
in 2017 and 2018 respectively.
In Australia, we will concentrate on
restocking the Group’s industrial portfolio
following the injection of industrial assets
into FLT. On the residential front, we have
approximately 2,500 residential units planned
for release in the next financial year.
An artist's impression of Wonderland at Central Park, Sydney,
New South Wales, Australia
The hospitality business remains on track
to achieve our target of 30,000 units under
management by 2019. Over the course of
the year, we acquired a portfolio of four
properties as well as two greenfield projects
in the UK. In addition, FHT acquired one
hotel in Germany from third parties. Our
hospitality business ended the year with over
23,400 units under management (including
pending openings) in over 80 cities.
The International Business unit grew
significantly this year with our investments
in Vietnam and Thailand. We will continue
to look at opportunities to grow our
International Business unit, particularly in
markets where we already have a presence,
such as China and the UK.
We recognise the slow growth environment
going forward, but we will continue to
strive to seek opportunities to expand. As
we extend our business and asset portfolio
in a prudent manner across geographies
and property segments, we will place
emphasis on recurring income as well as a
geographically-diversified earnings base.
Concurrently, we are constantly evaluating
opportunities to unlock value in our portfolio
via asset enhancement and/or repositioning
efforts, as well as through injection of
stabilised assets into FCL’s REIT platforms.
Panote Sirivadhanabhakdi
Group Chief Executive Officer
29
ANNUAL REPORT 2016 China Square Central, Singapore
An artist's impression of Parc Life EC, Singapore
S I N G A P O R E
Watertown, Singapore
S I N G A P O R E
BUSINESS
REVIEW
S I N G A P O R E
The Singapore business comprises the Development
Properties and Commercial Properties divisions. The
Development Properties division focuses on the
development of residential properties for sale. The
Commercial Properties division comprises retail, office,
business space and mixed-use developments, as well as
two listed REITs, namely Frasers Centrepoint Trust (FCT)
and Frasers Commercial Trust (FCOT).
Revenue and PBIT for FCL’s Singapore business was
$946 million and $428 million, a decrease of 17%
and 25% respectively from last year’s results. This
was primarily due to the one-off profit recognition
from Twin Waterfalls Executive Condominium (EC) in
FY2014/15 upon its completion in June 2015 coupled
with the loss in share of joint-venture income and fair
value gain from One@Changi City which was sold in
March 2016. The lumpy recognition of profits from
completed projects and asset recycling reflects the
inherent cyclical nature of the real estate sector and
business. The maiden recognition of profits at North
Park Residences, Twin Fountains EC and Waterway
Point together with the full year income contribution
from 357 Collins Street moderated the decline in
FY2015/16.
The property cooling measures introduced in Singapore
since 2013 coupled with rising interest rates and a
weaker economic outlook continued to weigh down the
residential market. Singapore remains the Group’s home
market and FCL will continue to pursue opportunities in
this market.
Demand for residential property is likely to remain
subdued until cooling measures are removed and the
global economy improves. Recognising the inherent
cyclicality in residential development, the Group has
embarked on growing our recurring income base.
Contributions from Northpoint City (Retail) and Frasers
Tower (Office) are expected to boost results when
these projects are completed within the next two years.
Our focused and disciplined approach, together with
the various initiatives put in place, positions us well to
capture opportunities in this sector.
FY2015/16
Revenue for FCL’s
Singapore Business
$946
million
DEVELOPMENT PROPERTIES
In April 2016, we launched Parc Life, a new EC on
Sembawang Crescent amid strong competition from
several ECs in the vicinity. 119 units were sold during the
financial year.
Parc Life, a 628-unit project situated on 238,000 sq ft of
land, has a full array of facilities including eight spas, a
50-metre pool and doorstep-access to the 1.2-hectare
Canberra Park. Parc Life residents will enjoy the close
proximity to Sembawang MRT and Bus Interchange
(located a mere 5-minute walk away) as well as the wide
variety of amenities from shopping malls to parks.
We continued to see sales momentum improve in other
projects such as North Park Residences, RiverTrees
Residences, eCO, Watertown and Twin Fountains EC.
The Singapore portfolio achieved sales of over 330
units in FY2015/16. On average, 80% of the portfolio of
all projects launched during this period was sold,
a commendable achievement in view of the challenging
residential property market in Singapore.
During the year, Twin Fountains EC and Q Bay
Residences received Temporary Occupation Permits
(TOP). Our remaining development projects are on
schedule for completion.
31
ANNUAL REPORT 2016 BUSINESS
REVIEW – SINGAPORE
Together with Sekisui House Limited and KH Capital
Pte Ltd, FCL acquired a site at Siglap/East Coast in
2016 under the Government Land Sales Programme.
Around 800 prime residential units will be launched on
this site in 2017. This project will offer extensive sea
views and seamless accessibility to the future Siglap
MRT station on the Thomson-East Coast line.
prices and outlook for the residential market remains
challenging. Recent launches have seen encouraging
responses, demonstrating that quality projects priced
at correct levels continue to be attractive and provide a
good value proposition. As at 30 September 2016, the
Group had approximately $0.7 billion of unrecognised
residential development revenue.
The July-September 2016 quarter registered the
twelfth continuous quarterly decline in overall home
DEVELOPMENT PROJECTS
Effective
interest at
30 Sep 16
(%)
No. of
units
% sold at
30 Sep 16
%
Completion
at 30 Sep 16
Ave selling
price ($ psf)
Est.
Saleable
Area
('M sq ft)
Land cost
($ psf)
100.0
50.0
80.0
100.0
33.3
70.0
33.3
33.3
40.0
100.0
80.0
417
563
728
430
632
418
750
992
496
920
628
99.8
100.0
100.01
100.0
100.0
99.8
97.5
100.0
94.4
73.2
18.91
100.0
100.0
100.0
100.0
100.0
100.0
93.3
85.7
84.8
20.8
47.0
1,446
1,006
712
851
1,031
744
1,294
1,170
1,077
1,326
781
0.5
0.6
0.8
0.4
0.6
0.5
0.7
0.8
0.5
0.7
0.7
510
334
270
325
418
302
534
482
533
600
320
Target
completion
date
Completed
Completed
Completed
Completed
Completed
Completed
1QFY16/17
2QFY16/17
3QFY16/17
4QFY17/18
2QFY17/18
Project
Soleil @ Sinaran
Waterfront Isle
Twin Waterfalls EC
Palm Isles
Q Bay Residences
Twin Fountains EC
eCO
Watertown
RiverTrees Residences
North Park Residences
Parc Life EC
1 Including options signed
LAND BANK
Site
Location
Effective
interest at
30 Sep 16
(%)
Est. no. of
units
Est. saleable
Area
('M sq ft)
Siglap Road
East Coast
40.0%
800-900
Total
800-900
0.7
0.7
Land cost
($ psf ppr)
Tenure
Est. launch
ready date
$858
Leasehold 3QFY16/17
32
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Q Bay Residences, Singapore
Twin Fountains EC, Singapore
An artist's impression of RiverTrees Residences, Singapore
An artist's impression of North Park Residences, Singapore
33
ANNUAL REPORT 2016 BUSINESS
REVIEW – SINGAPORE
COMMERCIAL PROPERTIES
The Commercial Properties division's portfolio
comprises retail, office and business spaces and
mixed-used developments in Singapore held by FCL
and the REITs, namely FCT and FCOT.
We have interests in and/or manage a commercial
portfolio of 22 retail, office and business space
properties totalling a net lettable area (NLA) of
6.7 million sq ft. In Singapore, we have interests in
and/or manage 12 shopping malls under the Frasers
Centrepoint Malls brand. We also have 10 offices
and business spaces in Singapore and Australia.
Revenue for the Commercial Properties division
increased 3% to $422 million, although PBIT
decreased 11% to $299 million mainly due to a
one-off fair value gain recorded in the prior year.
Excluding our share of fair value changes from joint
ventures and associates, particularly the $47 million
joint-venture fair value gain for One@Changi City that
was recorded last year, PBIT would have increased by
7% to $297 million.
This increase was attributed mainly to stronger
performance from FCOT arising from the full-year
income contribution from 357 Collins Street, which
was acquired in August 2015, as well as higher
rentals achieved, lower utilities expenses and upfront
rental income1 received by Alexandra Technopark.
This was further bolstered by profit contributions
from Waterway Point, which commenced operations
in January 2016, coupled with stronger operating
performance at 51 Cuppage Road and at FCT’s
Causeway Point.
357 Collins Street, Melbourne, Victoria, Australia
34
Alexandra Point, Singapore
1 Upfront rental income
received from a pre-
terminated lease.
The pre-terminated lease
was replaced by a new
lease with a longer duration
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Retail
Waterway Point, the waterfront retail mall in Punggol,
commenced trading in January 2016. The 370,000-sq-ft
mall has a diverse tenant mix of more than 200 tenants
to meet the lifestyle and daily needs of the immediate
Punggol community and visitors from other parts of
Singapore. The mall achieved 95.7% occupancy and
has welcomed over 21 million shoppers in the eight
months since its opening.
The Centrepoint completed its asset enhancement
initiative in September 2016. It now offers a new
frontage that provides easy access and heightened
visibility of the basement and first floor retail
concepts from the street level. The shopping
experience has been redesigned to include a
wellness zone on level 6 and two new food precincts,
Gastro+ and Food Hall, which offer over 30 new
dining concepts.
Waterway Point, Singapore
Changi City Point, Singapore
35
ANNUAL REPORT 2016 BUSINESS
REVIEW – SINGAPORE
Northpoint Shopping Centre, Singapore
Changi City Point, Singapore
Construction of Northpoint City (Retail), our next key
project, is on schedule for completion in the second
half of 2017. When completed, Northpoint City
(Retail), together with FCT’s Northpoint Shopping
Centre, will have over 500 retail outlets. Leasing for
Northpoint City (Retail) has commenced.
During the year, we sold our 19.0% interest in
Compass Point to our joint-venture partner. This was
in line with our strategy to streamline and divest
non-core assets to focus on our core activities.
Occupancy for non-REIT retail properties excluding
The Centrepoint remained healthy at above 90.0%.
The Centrepoint registered lower occupancy as
the asset enhancement initiative was completed in
September 2016.
Causeway Point, Singapore
Frasers Centrepoint Trust
FCT registered its tenth consecutive year of distribution
per unit (DPU) growth since its listing. DPU for
FY2015/16 rose 1.3% year-on-year to 11.764 cents.
In FY2015/16, gross revenue decreased 2.9% to
$183.8 million, mainly due to lower contributions
from Northpoint as a result of the on-going asset
enhancement and change-over in anchor tenant space
at Changi City Point. Property expenses in FY2015/16
decreased 7.3% to $54.0 million, mainly due to lower
utilities tariff rates and other property expenses. Hence,
net property income (NPI) was $129.9 million, which
was $1.2 million or 0.9% lower than the corresponding
period last year.
FCT’s property portfolio continued to achieve
positive rental reversions during the year. Rentals
from renewal and replacement leases from the
properties commencing during the period, recorded
an average increase of 9.9% over the expiring leases.
The average portfolio occupancy was 89.4% as at
30 September 2016.
36
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Office and Business Space
Frasers Tower, a premium Grade-A office building,
is scheduled for completion in 2018. Nestled in a
park of its own, Frasers Tower’s offices along with its
vibrant retail spaces will transform the way tenants
work. The development features a unique blend of
workspace and nature with an open-space communal
terrace as well as a variety of indoor and outdoor
work areas. It is also a strategic landmark at the
gateway of the CBD. Tenants and visitors of Frasers
Tower will enjoy seamless connectivity, including
direct underground access to Tanjong Pagar MRT
station on the East-West line. With a NLA exceeding
687,000 sq ft, leasing for the 38-storey high office
tower with an adjacent three-storey retail podium has
commenced in end-2016.
In FY2015/16, we sold our stake in One@Changi for
$210 million as part of our joint-venture arrangement.
The average occupancy for our Singapore office
assets was healthy at 90.2%. These assets achieved
an average rental reversion of 5.1% for FY2015/16,
a remarkable achievement given the challenging
leasing environment in Singapore.
Frasers Commercial Trust
FCOT delivered the highest distributable income
to unitholders and DPU since its listing in 2006. The
distributable income of $77.6 million and DPU of
9.82 cents for FY2015/16 were up 14.5% and 1.1%
respectively, compared to the prior financial year.
An artist's impression of Frasers Tower, Singapore
by the weaker Australian dollar during the year and
the lower occupancies for China Square Central and
Central Park.
FCOT continued to enjoy a healthy average
occupancy rate of 93.0% for the portfolio as at
30 September 2016. Despite the challenging leasing
environment and the weaker office market outlook in
Singapore, FCOT achieved a high tenant retention
rate of 86.7% in FY2015/16. Overall, the properties
achieved a positive weighted average rental reversion
of 6.6%2 during the financial year.
In FY2015/16, gross revenue increased 10.1% year-on-
year to $156.5 million. Accordingly, NPI was up 13.4%
year-on-year to $115.6 million. The good performance
was attributed to the full-year contribution from
357 Collins Street and the better performance of
Alexandra Technopark as a result of higher rentals
achieved, lower utilities expenses and upfront rental
income received1. The increase was partially reduced
1 Upfront rental income received from a pre-terminated lease.
The pre-terminated lease was replaced by a new lease with a
longer duration
2 The weighted average rental reversions based on signing rents
for the area for new and renewed leases which commenced in
4QFY2015/16 and FY2015/16. For China Square Central, the
weighted average rental reversions are for 18 Cross Street office
tower only, and excludes the retail podium at 18 Cross Street,
and 20 and 22 Cross Street which are partially affected by the
construction works for the Hotel and Commercial Project
Caroline Chisholm Centre, Canberra, ACT, Australia
37
ANNUAL REPORT 2016 BUSINESS
REVIEW – SINGAPORE
COMMERCIAL PORTFOLIO
Property
SINGAPORE:
REIT (Frasers Centrepoint Trust)
Anchorpoint
Bedok Point
Causeway Point
Northpoint1
YewTee Point
Changi City Point
SINGAPORE:
Non-REIT retail asset
Robertson Walk
The Centrepoint
Valley Point (Retail)
Eastpoint Mall2
Waterway Point
Northpoint City (Retail)3
Total Retail
SINGAPORE:
REIT (Frasers Commercial Trust)
55 Market Street
Alexandra Technopark
China Square Central
OVERSEAS:
REIT (Frasers Commercial Trust)
Australia, Canberra -
Caroline Chisholm Centre
Australia, Perth - Central Park4
Australia, Melbourne - 357 Collins Street
SINGAPORE:
Non-REIT office/business park asset
Alexandra Point
Valley Point Office Tower
51 Cuppage Road
Frasers Tower3
Total Office/Business Park
Total Commercial Properties
Effective
interest at
30 Sep 16
(%)
Book value at
30 Sep 16
($'M)
Net lettable
area
(sq ft)
Occupancy
FY15/16 (%)
FY14/15 (%)
41.5
41.5
41.5
41.5
41.5
41.5
100.0
100.0
100.0
0.0
33.3
100.0
27.2
27.2
27.2
27.2
13.6
27.2
103.0
108.0
1,143.0
672.0
172.0
311.0
126.0
580.0
50.0
NA
1,016.0
1,142.0
70,989
82,713
415,792
225,032
73,670
207,244
97,045
307,7136
43,216
213,478
371,181
317,614
2,425,687
96.7
95.0
99.8
70.9
98.7
81.2
91.2
79.1
100.0
94.1
95.7
NA
139.0
508.05
562.5
71,796
1,043,891
369,824
92.0
94.8
88.97
237.0
552.2
266.7
433,182
712,706
343,616
100.0
80.2
100.0
100.0
100.0
100.0
100.0
296.0
272.0
400.0
1,113.0
86.2
84.0
84.4
NA
199,592
183,141
273,591
687,499
4,318,838
6,744,525
96.9
84.2
99.5
98.2
94.8
91.1
89.0
61.9
90.1
84.1
90.09
NA
95.8
94.6
96.28
100.0
88.6
98.4
91.2
91.8
76.6
NA
1 Undergoing asset enhancement
2 Managed asset
3 Currently under development. NLA subject to change
4 FCOT has 50% indirect interest in the asset
5 Book value as reported by FCOT. The Group adjusted the book value to reflect its freehold interest in the property
6 NLA reflects FCL’s strata area. It excludes leased area from MCST
7 Committed occupancy as at 30 September 2016. Lower occupancy as certain units were affected by the commencement of construction
for the hotel development and additions and alterations at China Square Central. Refer to FCOT Circular to Unitholders dated 3 June 2015
for details. Occupancy for the office component was 99.4%
38
8 Committed occupancy as at 30 September 2015
9 Occupancy based on committed leases
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
One Central Park, Sydney, New South Wales, Australia
A U S T R A L I A
1 Burilda Close, Wetherill Park, New South Wales, Australia
Riverlight, Hamilton, Queensland, Australia
BUSINESS
REVIEW
A U S T R A L I A
FCL’s businesses in Australia comprise Frasers
Property Australia (FPA) and Frasers Logistics &
Industrial Trust (FLT).
FPA is one of Australia’s leading diversified property
groups with a presence in all its major markets. FPA
operates across the residential, industrial, commercial
and retail sectors.
Revenue for the Australian business increased by
6% to $1,449 million, driven by residential land and
apartment sales, completion of 13 projects in the
Commercial and Industrial (C&I) and Retail divisions
and passive income from the Investment Property (IP)
division.
FY2015/16
Revenue for
Australian business
$1,449
million
Impairment losses recognised on development
properties, largely from residential projects in
Western Australia, and a weaker Australian Dollar,
however, resulted in PBIT decreasing 19% to $218
million. Excluding the impairment losses, PBIT would
have decreased by 2% to $265 million.
During the year, the Australian business achieved a
number of major milestones including the successful
listing of FLT on the Main Board of SGX-ST in June
2016, which has enabled the re-capitalisation of FPA’s
Industrial operations, and the completion of the
active asset management programme which resulted
in proceeds of $426 million.
Economic growth in Australia recovered to its historic
trend as the economy transitions from resource-
focused exports to service-based sectors. Market
fundamentals in Australia remain supportive of the
residential sector with interest rates forecast to
remain low over the near term, population growth
still evident and unemployment continuing at low
levels on the eastern seaboard. Sales volumes in key
markets of Sydney, Melbourne and Brisbane remain
consistent. Perth, though, is suffering from rising
unemployment and a lack of consumer confidence,
leading to weak sales volumes and falling prices
from both owner-occupiers and investors across most
product types.
40
Discovery Point, Wolli Creek, New South Wales, Australia
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INDUSTRIAL PROPERTY ASSETS
Property Address
Industrial
10 Reconciliation Rise, Premulwuy
8 Stanton Road, Seven Hills
2 Wonderland Drive, Eastern Creek
227 Walters Road, Arndell Park
Lot 1, 2 Burilda Close, Wetherill Park
1 Burilda Close, Wetherill Park2
23 Scanlon Drive, Epping
1 West Park Drive, Derrimut
64 West Park Drive, Derrimut
89-103 South Park Drive,
Dandenong South
57 Efficient Drive, Truganina
43 Efficient Drive, Truganina
102 Trade Street, Lytton
44 Cambridge Street, Rocklea
Berrinba, QLD
Office
20 Lee Street, Henry Deane Building,
Sydney
26-30 Lee Street, Gateway Building,
Sydney
Tower B, 197-201 Coward Street,
Mascot
Tower A, 197-201 Coward Street,
Mascot
1B Homebush Bay Drive, Rhodes
1F Homebush Bay Drive, Rhodes
1D Homebush Bay Drive, Rhodes
Homebush Bay Drive, Rhodes
2 Southbank Boulevard, Southbank
28 Southbank Boulevard, Southbank
658 Church Street, Richmond
690 Springvale Road &
350 Wellington Road, Mulgrave
Freshwater Place, Public Car Park,
Southbank
State
NSW
NSW
NSW
NSW
NSW
NSW
VIC
VIC
VIC
VIC
VIC
VIC
QLD
QLD
QLD
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
NSW
100.0
NSW
100.0
NSW
100.0
NSW
100.0
NSW
NSW
NSW
NSW
VIC
VIC
VIC
VIC
100.0
100.0
100.0
100.0
50.0
50.0
100.0
100.0
Effective
Interest as at
30 Sep 16
(%)
Book value
as at
30 Sep 16
($'M)
Lettable area
(sq ft)
Occupancy
FY15/16 (%)
FY14/15 (%)
35.0
15.8
43.2
28.1
23.4
60.6
13.3
8.0
16.5
9.3
22.4
10.2
0.04
16.0
20.2
68.8
97.9
0.05
0.05
71.5
111.5
117.7
10.4
231.0
NA5
NA6
NA7
276,686
115,260
316,534
190,876
154,279
202,878
133,053
108,479
218,905
112,214
245,848
NA3
NA4
117,230
NA3
100.0
100.0
100.0
100.0
41.5
100.0
100.0
0.0
0.0
0.0
0.0
NA
NA
100.0
NA
100.0
100.0
100.0
100.0
NA1
NA1
100.0
76.1
100.0
100.0
NA1
NA
0.0
100.0
NA
98,078
100.0
100.0
135,641
100.0
100.0
NA5
NA5
137,768
189,923
185,548
14,456
591,167
NA5
NA6
NA7
NA
NA
100.0
93.7
100.0
100.0
98.5
NA
NA
NA
59.3
95.8
100.0
93.7
100.0
100.0
96.9
99.9
99.4
100.0
VIC
100.0
16.1
127,251
100.0
100.0
1 New asset
2 Asset held for sale. FPA entered into a separate call option agreement with FLT for this property which took effect on 20 June 2016.
Subsequently, FLT exercised the call option to acquire this property on 30 November 2016
1,046.9
3,672,074
91.1
96.8
3 Currently under development
4 Asset sold in February 2016
5 Asset was sold in September 2016
6 Asset was sold to US investor Black Rock in March 2016
7 Asset was sold to Stockland in April 2016
41
ANNUAL REPORT 2016
BUSINESS
REVIEW – AUSTRALIA
Putney Hill, Ryde, New South Wales, Australia
RESIDENTIAL DEVELOPMENT
Despite weakness in the Perth market, strength in
the major population centres has ensured FPA’s
Residential business maintained significant forward
sales momentum that will carry into the next financial
year and beyond. In FY2015/16, 2,484 residential
units were completed and settled, and 2,850 units
were sold. Approximately 2,500 units are planned for
release in FY2016/17.
In New South Wales, the final residential stage at
Central Park in Sydney, called Wonderland, was
released comprising 294 apartments. ICON, the
final planned residential tower at Discovery Point,
also released 243 apartments. Overall, the NSW
residential business unit completed and settled
1,031 units during the year, with Discovery Point
(575 units) and Putney Hill (232 units) being the main
contributors.
In Victoria, three new projects commenced trading.
Avondale, in the inner northwest of Melbourne, sold
out its first three stages of houses and townhouses.
The 43-hectare Point Cook development completed
its planning phase and met with strong demand,
securing about 180 sales in its first six months
of trading. Sunbury Fields, part of a township in
Melbourne’s north west, settled 130 contracts worth
$28 million.
In Brisbane, Hamilton Reach continued to generate
solid demand across multiple price-points, delivering
91 settlements during the year. Completion of a
further stage of riverfront apartments was carried
forward to the first quarter of the next financial year.
Riverlight, the largest precinct launched to date
at Hamilton Reach, with 240 apartments, was well
received by the market with 59% of its first stage’s
155 units sold. Strong demand for land and
medium-density housing products saw Park Ridge
(193 lots) and COVA (100 town houses) settled during
the year, with good forward momentum assured
as several new projects will commence in early
FY2016/17.
Activity in Western Australia has been subdued,
consistent with broader market conditions in Perth.
Cockburn Central contributed 43 settlements for
the year and the Baldivis projects combined to
contribute a further 63 lots settled. During the year,
Frasers Landing, at Mandurah, south of Perth, was
re-launched off the back of new development activity
on site.
In New Zealand, the Coast Papamoa Beach land
estate was re-designed and re-launched with great
success in an increasingly buoyant local market.
189 lots were sold in FY2015/16.
During the year, a 135-hectare site in Bahrs Scrub in
Southern Brisbane was acquired and subsequently
branded Brookhaven. The land estate will yield
approximately 1,350 lots and a 7,000 sq m
neighbourhood retail hub, with an estimated
gross development value (GDV) of $291 million.
Brookhaven is included in the development pipeline
and was released to the market in October 2016.
At the close of FY2015/16, the Residential business had
4,155 contracts on hand with an unrecognised revenue
of $1.9 billion. It has a strong development pipeline of
16,700 units, representing a GDV of $8.8 billion.
42
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES RESIDENTIAL – DEVELOPMENT PROJECTS
Site1
Cockburn Central (Cockburn
Living, Kingston Stage 4) -
H/MD, WA
Cockburn Central (Cockburn
Living, Vicinity Stage 1) -
H/MD, WA
Kangaroo Point (Yungaba, Linc)
- HD, QLD
Kangaroo Point (Yungaba,
Affinity) - HD, QLD
Cockburn Central (Cockburn
Living, Vicinity Stage 2) -
H/MD, WA
Wolli Creek (Discovery Point,
Shore) - HD, NSW
Parkville (Parkside Parkville,
Thrive) - H/MD, VIC
Wolli Creek (Discovery Point,
Vivid) - HD, NSW
Wolli Creek (Discovery Point,
Summit) - Retail, NSW
East Perth (Queens Riverside,
QIII) - HD, WA
East Perth (Queens Riverside,
QII) - HD, WA
East Perth (Queens Riverside,
Lily) - HD, WA
Ryde (Putney Hill Stage 2,
Reserve) - H/MD, NSW
Hamilton (Hamilton Reach,
Newport) - H/MD, QLD
Campsie (Clemton Park Village,
Aspect) - H/MD, NSW
Campsie (Clemton Park Village,
Emporium) - H/MD, NSW
Kangaroo Point (Yungaba
House/Other) - HD, QLD
Campsie (Clemton Park Village,
Garden) - H/MD, NSW
Hamilton (Hamilton Reach,
Atria North) - H/MD, QLD
Carlton (APT) - H/MD, VIC
Campsie (Clemton Park Village,
Podium) - H/MD, NSW
Effective
share as at
30 Sep 16
(%)
Estimated
total no.
of units2
% Sold @
30 Sep 16
Target
competion
date
Average
selling
price ($'M)
Est. saleable
area
('M sq ft)
Total
GDV
($'M)
100.0
60
68.3
Completed
0.5
0.1
30.6
100.0
35
71.4
Completed
0.5
0.0
17.2
100.0
100.0
100.0
45
44
71
97.8
Completed
0.5
77.3
Completed
0.7
26.8
Completed
0.5
50.0
323
100.0
Completed
0.8
50.0
134
100.0
Completed
0.5
100.0
162
98.8
Completed
0.7
50.0
1
0.0
Completed
0.7
100.0
100.0
100.0
100.0
100.0
50.0
50.0
100.0
50.0
100.0
65.0
50.0
274
107
130
15
34
67
49
18
45
81
90.1
Completed
0.8
68.2
Completed
0.7
21.5
Completed
0.7
100.0
Completed
1.7
79.4
1QFY16/17
1.3
100.0
1QFY16/17
0.6
100.0
1QFY16/17
0.6
22.2
1QFY16/17
2.1
91.1
2QFY16/17
0.7
87.7
2QFY16/17
0.6
143
89
99.3
100.0
2QFY16/17
2QFY16/17
0.5
0.6
0.0
0.0
0.1
0.3
0.0
0.1
NA
0.2
0.1
0.1
0.0
0.0
0.1
0.0
NA
0.0
0.1
0.1
0.1
24.5
30.0
34.8
257.1
70.3
119.4
0.7
214.1
72.7
89.4
25.6
45.6
40.8
31.4
38.2
31.6
52.1
73.7
57.6
Note: All references to units include apartments, houses and land lots.
1 L – Land, H/MD – Housing/medium density, HD – High density
2 Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and PDAs
43
ANNUAL REPORT 2016
BUSINESS
REVIEW – AUSTRALIA
Port Coogee, North Coogee, Western Australia, Australia
Brookhaven, Bahrs Scrub, Queensland, Australia
Cockburn Living, Cockburn Central, Western Australia, Australia
4444
RESIDENTIAL – DEVELOPMENT PROJECTS (Cont'd)
Site1
Effective
share as at
30 Sep 16
(%)
Estimated
total no.
of units2
% Sold @
30 Sep 16
Target
competion
date
Average
selling
price ($'M)
Est. saleable
area
('M sq ft)
Total
GDV
($'M)
Campsie (Clemton Park Village,
Piazza) - H/MD, NSW
Campsie (Clemton Park Village,
Retail) - H/MD, NSW
50.0
50.0
40
95.0
2QFY16/17
0.7
13
0.0
2QFY16/17
50.0
50.0
178
100.0
2QFY16/17
1.0
100.0
131
97.7
2QFY16/17
0.9
50.0
50.0
81
96
98.8
3QFY16/17
0.5
99.0
3QFY16/17
0.5
50.0
155
96.8
3QFY16/17
0.6
28.8
3QFY16/17
0.9
84.2
4QFY16/17
1.3
0.0
NA
0.1
0.1
0.1
0.1
0.1
0.0
0.0
29.2
50.0
182.7
118.2
43.0
51.1
89.7
51.4
23.9
Chippendale (Central Park,
Connor) - HD, NSW
Ryde (Putney Hill Stage 2,
Canopy) - H/MD, NSW
Parkville (Parkside Parkville,
Flourish) - H/MD, VIC
Coorparoo (Coorparoo Square,
Central Tower) - H/MD, QLD
Coorparoo (Coorparoo Square,
North Tower) - H/MD, QLD
Botany (Tailor's Walk, Building
E) - H/MD, NSW
Botany (Tailor's Walk, Building
A) - H/MD, NSW
Sunshine West (Callaway Park) -
H/MD, VIC
Parkville (Parkside Parkville,
Prosper) - H/MD, VIC
Coorparoo (Coorparoo Square,
South Tower) - H/MD, QLD
Carlton (Found) - H/MD, VIC
North Ryde (Centrale, Stage 1)
- H/MD, NSW
Botany (Tailor's Walk, Building
D) - H/MD, NSW
Papamoa (Coast Papamoa
Beach) - L3, NZ
Hamilton (Hamilton Reach,
Riverlight East) - H/MD, VIC
Hamilton (Hamilton Reach,
Riverlight North) - H/MD, VIC
Wolli Creek (Discovery Point,
Marq) - HD, NSW
North Ryde (Centrale, Stage 2)
- H/MD, NSW
PDA
PDA
50.0
50.0
50.0
65.0
50.0
PDA
75.0
100.0
100.0
100.0
50.0
Ryde (Putney Hill Stage 2, Peak)
- H/MD, NSW
100.0
Chippendale (Central Park,
Duo) - HD, NSW
50.0
59
19
666
172
119
69
197
173
313
155
85
231
186
174
313
99.8
1QFY17/18
0.4
NA
239.8
94.2
1QFY17/18
0.6
93.3
1QFY17/18
0.6
73.9
80.7
1QFY17/18
2QFY17/18
0.6
0.8
75.7
2QFY17/18
0.9
0.1
0.1
0.1
0.1
0.2
95.5
65.7
43.0
156.2
161.0
84.3
2QFY17/18
0.4
NA
110.5
59.4
2QFY17/18
0.6
9.4
2QFY17/18
0.6
84.4
3QFY17/18
0.8
69.4
3QFY17/18
0.8
75.9
3QFY17/18
1.0
73.5
3QFY17/18
1.2
0.1
0.1
0.2
0.1
0.2
0.2
94.8
51.4
191.9
152.4
181.7
377.2
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 One retail plot of land at Clemton Park
45
ANNUAL REPORT 2016
Estimated
total no.
of units2
% Sold @
30 Sep 16
Target
competion
date
Average
selling
price ($'M)
Est. saleable
area
('M sq ft)
BUSINESS
REVIEW – AUSTRALIA
RESIDENTIAL – DEVELOPMENT PROJECTS (Cont'd)
Site1
Chippendale (Central Park,
Wonderland) - HD, NSW
North Coogee (Port Coogee
JV1) - L3, WA
Cranbourne West (Casiana
Grove) - L3, VIC
Wolli Creek (Discovery Point,
Icon) - HD, NSW
Lidcombe (The Gallery) -
H/MD, NSW
Parkville (Parkside Parkville,
Embrace) - H/MD, VIC
Greenvale (Greenvale Gardens)
- L3, VIC
Westmeadows (Valley Park) -
H/MD3, VIC
Sunbury (Sunbury Fields) -
L3, VIC
Effective
share as at
30 Sep 16
(%)
100.0
50.0
100.0
100.0
100.0
50.0
100.0
PDA
PDA
Park Ridge (The Rise) - L3, QLD 100.0
PDA
100.0
100.0
50.0
50.0
Avondale Heights (Avondale) -
H, VIC
Hope Island (Cova) -
L/H/MD3, QLD
Blacktown (Fairwater) -
L/H/MD3, NSW
Point Cook (Life, Point Cook) -
L3, VIC
North Coogee (Seaspray Island)
- L3, WA
Baldivis (Baldivis Grove) -
L3, WA
Yanchep (Jindowie) - L3, WA
Baldivis (Baldivis Parks) -
L3, WA
Mandurah (Frasers Landing) -
L3, WA
Shell Cove (The Waterfront) -
L3, NSW
294
357
729
243
241
136
657
209
391
379
135
543
922
587
61.2
3QFY17/18
1.1
96.1
4QFY17/18
0.6
98.9
4QFY17/18
0.2
25.5
1QFY18/19
0.8
79.7
2QFY18/19
0.7
10.3
2QFY18/19
0.6
91.9
4QFY18/19
0.3
57.9
4QFY18/19
0.4
47.1
4QFY18/19
0.2
54.1
33.3
1QFY19/20
1QFY19/20
0.2
0.6
64.3
2QFY19/20
0.4
32.8
30.5
2021
0.7
2021
0.3
19
31.6
2022
2.1
100.0
373
14.2
2023
0.2
Mgt
rights
50.0
1,168
26.4
2023
0.3
1,046
21.5
2025
0.2
75.0
623
25.2
2025
0.2
50.0
2,905
69.1
2026
0.3
Clyde North (Berwick Waters) -
L3, VIC
North Coogee (Port Coogee) -
L3, WA
50.0/
PDA
100.0
2,324
40.6
2026
0.3
845
1.9
2027
0.8
Wallan (Wallara Waters) - L3, VIC
50.0
1,906
29.4
2027
0.2
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
46
Total
GDV
($'M)
335.3
223.8
162.8
195.8
172.1
80.4
179.6
93.3
94.9
67.7
86.8
234.3
685.8
205.3
40.5
77.2
293.4
212.0
124.2
991.5
790.4
676.9
339.0
0.2
NA
NA
0.2
NA
0.1
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Avondale, Avondale Heights, Victoria, Australia
RESIDENTIAL – LAND BANK
Site1
Edmondson Park - H/MD, NSW
Bahrs Scrub (Brookhaven) - L, QLD
Deebing Heights - L, QLD
Burwood East (Burwood Brickworks) - H/MD, VIC
Hamilton (Hamilton Reach) - H/MD, QLD
Cockburn Central (Cockburn Living) - H/MD, WA
Parkville (Parkside Parkville) - H/MD, VIC
Botany (Tailor's Walk) - H/MD, NSW
Greenwood - HD/MD, WA
Carlton - H/MD, VIC
North Coogee (Port Coogee) - L, WA
Queenstown (Broadview Rise) - L, NZ
Ryde (Putney Hill Stage 2) - H/MD, NSW
Chippendale (Central Park) - HD, NSW
Wolli Creek (Discovery Point) - HD, NSW
Warriewood - L, NSW
Effective share
as at
30 Sep 16 (%)
100.0
100.0
100.0
100.0
100.0
100.0
50.0
100.0
PDA3
65.0
50.0
75.0
100.0
100.0
100.0
100.0
Estimated
total no.
of units2
1,787
1,350
962
743
501
356
291
186
138
137
33
30
22
7
1
1
Estimated total
saleable area
('M sq ft)
1.7
NA
NA
0.9
0.7
0.3
0.2
0.2
0.1
0.1
NA
NA
0.0
0.0
0.2
NA
Total GDV
($'M)
1,220.5
291.0
190.2
496.2
540.7
182.5
146.5
164.6
70.6
70.4
48.4
NA
47.1
NA
29.5
7.6
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 PDA – Project development agreement
47
ANNUAL REPORT 2016
BUSINESS
REVIEW – AUSTRALIA
COMMERCIAL & INDUSTRIAL
In the industrial market, demand remains strong across
the eastern seaboard, with Sydney the strongest of
the main industrial markets. In the office market, prime
grade office yields in Sydney and Melbourne remain
at historical lows driven largely by reduced stock levels
and continuing strong new leasing demand.
FPA’s C&I development division delivered 11 facilities
in FY2015/16, comprising five facilities to third parties
with a GDV of $183 million, and six facilities for FPA’s
Investment Properties portfolio with an investment
value of $268 million. The committed forward
workload at September 2016 is 187,000 sq m with a
total end-value of $365 million, and includes 12 assets.
Leasing activity in FY2015/16 was steady with new
leases to leading brands including Stanley Black &
Decker, Baillieu Carpets, Nick Scali and O-I Glass
committing to new facilities. The division’s speculative
development programme continued, with leases
secured for facilities developed at West Park Industrial
Estate in Victoria (CEVA), The Horsley Drive Business
Park (Survitec and Phoenix Transport) in Sydney and
at Berrinba (National Tiles and Avery Dennison) in
Brisbane.
FPA continues to set industry benchmarks for
efficiency in energy and water consumption in
industrial facilities. Our speculative facility at Lot 1
Horsley Drive Business Park was the first industrial
facility in Australia to achieve a 6 star Green Star
rating and our 30,618 sq m O-I Glass facility at Yatala
Central was the first industrial facility in Queensland to
achieve a 6 star Green Star rating, representing World
Leadership.
As low margin inventory is now progressively being
converted to high yielding investment assets, the
C&I division made four acquisitions during the year,
comprising a total of approximately 48 hectares with
a projected yield of 203,000 sq m (or GLA). The C&I
division has been recapitalised to accelerate the
creation of new assets to assist in the generation of
increased passive earnings and deliver a growing
asset base for FLT.
COMMERCIAL & INDUSTRIAL – DEVELOPMENT PROJECTS
Site
Development for Internal Pipeline
Berrinba - Avery Dennison & Spec, QLD
Keysborough - Dana & Spec, VIC
Westpark/Truganina - CEVA Nissan, VIC
Yatala - OJI, QLD
WSPT - Nick Scali & Spec , NSW
WSPT - Royal Comfort Bedding & Spec, NSW
Yatala - Beaulieu Carpets, QLD
Berrinba - National Tiles & Spec 2, QLD
Keysborough - Stanley Black & Decker, VIC
Development for Third Party Sale
Mulgrave - BMW1 & Spec, VIC
Rowville - Repco1, VIC
Keysborough - ARB, VIC
Effective share
as at
30 Sep 16 (%)
Revenue to
go (%)
Target
competion
Date
Total GDV
($'M)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
100.0
100.0
23.0
100.0
65.0
100.0
100.0
100.0
100.0
100.0
100.0
5.0
25.0
100.0
1QFY16/17
1QFY16/17
2QFY16/17
3QFY16/17
3QFY16/17
3QFY16/17
4QFY16/17
4QFY16/17
1QFY17/18
1QFY16/17
1QFY16/17
3QFY16/17
25.4
31.9
28.5
34.6
29.8
28.6
33.1
31.6
27.8
53.2
22.6
18.5
4848
Note: Profit on sold sites is recognised on percentage of completion basis
1 Sold site
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Berrinba, Queensland, Australia
10 Reconciliation Rise, Premulwuy, New South Wales, Australia
COMMERCIAL & INDUSTRIAL – LAND BANK
Site
Truganina, VIC
Keysborough, VIC
Yatala, QLD
Eastern Creek, NSW
Chullora, NSW
Horsley Park, NSW
Edmondson Park, NSW
Derrimut, VIC
Berrinba, QLD
Eastern Creek, NSW
Burwood East (Burwood Brickworks), VIC
Richlands, QLD
Macquarie Park, NSW
Gillman, SA
Beverley, SA
Effective share
as at
30 Sep 16 (%)
100.0
100.0
100.0
100.0
100.0
PDA1
100.0
100.0
100.0
50.0
100.0
100.0
50.0
50.0
100.0
Estimated total
saleable area
('M sq ft)
3.4
2.4
2.1
1.2
0.6
0.5
0.4
0.4
0.3
0.3
0.3
0.2
0.2
0.2
0.1
Total GDV
($'M)
234.5
163.1
140.3
82.4
44.4
31.5
194.8
25.8
22.0
21.9
103.1
16.4
442.7
11.1
7.9
Type
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Retail
Industrial
Industrial
Industrial
Retail
Industrial
Office
Industrial
Industrial
1 PDA: Project development agreement
49
ANNUAL REPORT 2016
BUSINESS
REVIEW – AUSTRALIA
RETAIL
In late FY2014/15, a separate retail business unit
was formed to concentrate on FPA’s growing retail
portfolio of ‘town centre’-type assets that are
complementary to our master-planned residential
projects.
A highlight for the year was the opening and
commencement of trading of Port Coogee Village
Shopping Centre in Western Australia in June.
With a NLA of 4,480 sq m, the centre comprises a
Woolworths supermarket and 11 speciality shops,
and adds needed retail amenity to FPA’s flagship
Port Coogee development.
We also finalised a development agreement with the
Western Sydney Parkland Trust for the development
of 15 hectares of zoned retail land on an infill site
at Eastern Creek in Sydney. This will allow for the
immediate construction of 21,300 sq m of retail
space with a further development stage subject to
government approval.
The current retail development pipeline consists of
79,931 sq m across six development projects with a
GDV of approximately A$525 million. The portfolio
includes town centres at Edmondson Park in Sydney
and Burwood in Melbourne.
We delivered two retail assets to third parties with
a GDV of $47 million.
During the year, the Retail division was also
appointed asset manager of FPA’s Central Park
shopping centre in Sydney by the joint owners
FPA and Sekisui House. As new retail assets are
completed and move into the operational phase,
we will expand our asset management operations.
An artist's impression of Eastern Creek, Eastern Creek, NSW
An artist's impression of Edmondson Park Town Centre, New South Wales, Australia
50
Central Park Mall, Sydney, New South Wales, Australia
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES An artist's impression of Eastern Creek, Eastern Creek, NSW
An artist's impression of Edmondson Park Town Centre, New South Wales, Australia
Central Park Mall, Sydney, New South Wales, Australia
51
ANNUAL REPORT 2016 BUSINESS
REVIEW – AUSTRALIA
INVESTMENT PROPERTIES
FPA’s investment portfolio consists of 19 income-
earning assets valued at $1 billion at 30 September
2016. These are the remaining assets after the
completion of FLT’s listing in June 2016. The portfolio
comprises $300 million in industrial assets and
$700 million in office assets.
The IP portfolio continued to perform well with
91.1% occupancy. The weighted average lease expiry
(WALE) of 3.3 years was affected by industrial leases
with less than three years remaining that were not
included in the initial FLT portfolio.
The IP division sold four office assets in FY2015/16
for a total of $426 million as part of an ongoing asset
management programme. Twenty8 Freshwater Place,
a 34,011 sq m Grade-A office tower in Melbourne
co-owned with The GPT Group, sold for $290 million
(FCL’s share: $145 million); 197–201 Coward Street in
Mascot, Sydney, an office complex of 22,628 sq m
developed by FPA in 2002, sold for $145 million; the
Satellite Corporate Park in Mulgrave, Melbourne,
sold for $89 million; and Building 10 at 658 Church
Street, Richmond, sold for $47 million.
The 2016 Global Real Estate Sustainability
Benchmark (GRESB) results placed FPA’s diversified
industrial/office portfolio first in its non-listed peer
group, and marked the fourth year of improvement in
its GRESB rating.
77 Atlantic Drive, Keysborough, Victoria, Australia
Frasers Logistics & Industrial Trust (FLT)
FLT was successfully listed and commenced trading
on the SGX-ST on 21 June 2016, completing the
Group’s stable of sector-specific real estate trusts. It
had an initial portfolio comprising 51 industrial and
logistics properties acquired from FPA’s IP portfolio
for approximately $1.6 billion. It is the only
Australia-centric industrial REIT listed on the SGX-ST.
FLT exceeded the forecast for distributable income
to unitholders by 2.3% for its maiden reporting
period, from Listing Day on 20 June 2016 to
30 September 2016. Its DPU for the period was
1.84 cents, 2.8% above forecast.
FPA’s IP division continues to provide property
management services to FLT.
52
99 Sandstone Place, Parkinson, Brisbane, Queensland, Australia
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 32 Gibbon Road, Winston Hills, New South Wales, Australia
Lot 22 Eucalyptus Place, Eastern Creek,
New South Wales, Australia
FLT – INDUSTRIAL PORTFOLIO
Property
18-34 Aylesbury Drive, Altona
610-638 Heatherton Road,
Clayton South
49-75 Pacific Drive, Keysborough
115-121 South Centre Road,
Melbourne Airport
96-106 Link Road, Melbourne
Airport
17-23 Jets Court, Melbourne
Airport
25-29 Jets Court, Melbourne
Airport
28-32 Sky Road East, Melbourne
Airport
38-52 Sky Road East, Melbourne
Airport
2-46 Douglas Street, Port
Melbourne
21-33 South Park Drive,
Dandenong South
22-26 Bam Wine Court,
Dandenong South
16-32 South Park Drive,
Dandenong South
63-79 South Park Drive,
Dandenong South
98-126 South Park Drive,
Dandenong South
77 Atlantic Drive, Keysborough
17 Pacific Drive and 170-172
Atlantic Drive, Keysborough
78 & 88 Atlantic Drive,
Keysborough
150-168 Atlantic Drive,
Keysborough
1-13 and 15-27 Sunline Drive,
Truganina
468 Boundary Road, Derrimut
Effective
interest at
30 Sep 16
(%)
20.5
20.5
Book value at
30 Sep 16
(A$'M)
24.1
20.8
State
VIC
VIC
Lettable area
(sq ft)
231,349
90,277
Occupancy
FY15/16 (%)
100.0
100.0
FY14/15 (%)
100.0
100.0
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
29.5
5.6
24.9
8.0
270,852
33,207
100.0
100.0
100.0
100.0
200,198
100.0
100.0
106,229
100.0
100.0
11.1
167,314
100.0
100.0
9.5
27.5
21.9
24.3
22.9
13.9
15.6
35.0
19.2
35.8
17.3
35.9
29.3
24.8
130,092
100.0
100.0
497,626
100.0
100.0
234,685
100.0
100.0
237,947
100.0
100.0
189,509
100.0
100.0
137,014
100.0
100.0
150,296
100.0
100.0
302,057
100.0
100.0
162,481
322,960
100.0
100.0
100.0
100.0
145,259
100.0
100.0
293,553
100.0
100.0
281,508
100.0
100.0
266,213
100.0
100.0
53
ANNUAL REPORT 2016
BUSINESS
REVIEW – AUSTRALIA
FLT – INDUSTRIAL PORTFOLIO (Cont'd)
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
State
Property
VIC
42 Sunline Drive, Truganina
VIC
2-22 Efficient Drive, Truganina
VIC
211A Wellington Road, Mulgrave
VIC
1 Doriemus Drive, Truganina
111 Indian Drive, Keysborough
VIC
4 Kangaroo Avenue, Eastern Creek¹ NSW
NSW
Lot 5 Kangaroo Avenue, Eastern
Creek
Lot 6 Kangaroo Avenue, Eastern
Creek
Lot 22 Eucalyptus Place, Eastern
Creek
6 Reconciliation Rise, Pemulwuy
8-8A Reconciliation Rise,
Pemulwuy
Lot 104 & 105 Springhill Road,
Port Kembla
8 Distribution Place, Seven Hills
10 Stanton Road, Seven Hills
99 Station Road, Seven Hills
80 Hartley Street, Smeaton
Grange
32 Gibbon Road, Winston Hills
10 Siltstone Place, Berrinba
55-59 Boundary Road, Carole
Park
57-71 Platinum Street, Crestmead
51 Stradbroke Street, Heathwood
30 Flint Street, Inala
286 Queensport Road,
North Murarrie
350 Earnshaw Road, Northgate
99 Sandstone Place, Parkinson
99 Shettleston Street, Rocklea
Lot 1 Pearson Rd, Yatala
5 Butler Boulevard, Adelaide
Airport
18-20 Butler Boulevard, Adelaide
Airport
20-22 Butler Boulevard, Adelaide
Airport
Lot 102 Coghlan Road, Outer
Harbor
60 Paltridge Road, Perth Airport
QLD
QLD
QLD
QLD
SA
QLD
QLD
QLD
QLD
NSW
QLD
QLD
WA
SA
SA
SA
Effective
interest at
30 Sep 16
(%)
20.5
20.5
20.5
20.5
20.5
20.5
20.5
Book value at
30 Sep 16
(A$'M)
16.7
42.0
38.2
84.9
32.6
74.0
38.5
Lettable area
(sq ft)
157,540
412,634
77,231
802,406
233,146
436,401
248,775
Occupancy
FY15/16 (%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
FY14/15 (%)
100.0
100.0
NA²
NA²
NA²
100.0
100.0
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
20.5
64.0
27.8
32.9
36.7
26.3
23.3
12.6
17.0
64.0
39.0
14.2
16.1
29.6
23.6
25.0
36.5
53.8
238.7
22.6
37.0
9.0
7.8
11.2
7.2
18.2
445,636
100.0
100.0
173,019
100.0
100.0
206,861
242,306
100.0
100.0
100.0
100.0
975,866
100.0
100.0
132,600
76,047
115,949
659,623
178,950
105,454
142,622
207,733
160,554
162,018
231,758
331,302
583,888
163,461
329,569
88,522
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
100.0
100.0
100.0
100.0
100.0
100.0
NA²
100.0
75,250
100.0
100.0
120,523
100.0
100.0
71,322
100.0
100.0
216,817
52.6
52.6
Total Lettable Area
13,016,409
54
¹ Comprises GLA of 15,918 sq m and additional GLA of 24,625 sq m which was completed in June 2016
2 Under construction as at 30 September 2015
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Malmaison Cheltenham, UK
H O S P I TA L I T Y
S I N G A P O R E
Fraser Place Tianjin, China
Capri by Fraser, Ho Chi Minh City, Vietnam
BUSINESS
REVIEW
H O S P I TA L I T Y
Frasers Hospitality is an integrated serviced residence
and hotel owner-operator with a footprint that spans
Europe, the Middle East, Asia and Australia. Its
business portfolio consists of serviced residences and
hotels held by FHT as well as our non-REIT hospitality
assets.
Revenue and PBIT from the hospitality segment rose
by 39% and 9% year-on-year to $789 million and
$135 million respectively. The increase in revenue and
PBIT was largely driven by full year contributions from
the Malmaison and Hotel du Vin (MHDV) group of
29 boutique hotels in the UK, Capri by Fraser,
Brisbane, Australia and Capri by Fraser, Changi
City, Singapore as well as contributions from newly
launched properties Capri by Fraser, Frankfurt,
Germany, and Capri by Fraser, Barcelona, Spain.
Maiden contribution from FHT’s newly acquired
Maritim Hotel Dresden in Germany, further boosted
revenue and PBIT for Frasers Hospitality. The gains
were partly offset by $16 million in mark-to-market
losses on a cross-currency interest rate swap.
Looking ahead, there are some bright spots in
the hospitality sector, as well as some challenging
conditions in certain markets. Australia continues to
show promise, particularly Sydney, where we have
observed strong occupancy and room rate growth.
In Singapore and China, the hospitality segment
faces increased pressure from supply of new rooms.
Over in Europe, the hospitality industry in the UK
was affected by uncertainties caused by Brexit and in
France, the impact of terrorist concerns continue to
be felt. On the positive side, the weakened pound
sterling should
encourage more
international tourists
to visit the UK, while
countries like Spain
and Germany appear
to be benefitting
from the change in
choice of European
destinations.
FY2015/16
Revenue for
Hospitality
$789
million
56
Fraser Place Setiabudi, Jakarta, Indonesia
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES FRASERS HOSPITALITY
In FY2015/16, Frasers Hospitality commenced construction
of Capri by Fraser, China Square Central, Singapore, which is
slated for completion in 2018. A total of 18 new properties
were also added to the portfolio during the year through
acquisitions and management contracts and Memoranda of
Understanding (MOUs).
A portfolio of four properties in the UK was acquired for a
consideration of £36.1 million (approximately $76.3 million)
in December 2015. This acquisition follows the purchase
of the MHDV group in 2015, an upscale boutique hotel
collection. These four properties will be rebranded under
MHDV brands to capitalise on the strength of these brands.
In line with the aim to grow the brands across key regional city
centres in the UK, we also completed the acquisition of two
greenfield projects in Stratford-upon-Avon and Aberdeen, and
completed a master lease for Malmaison in York, bringing the
total number of MHDV properties to 36.
Outside of the UK, Frasers Hospitality signed 12 MOUs and
management contracts in FY2015/16. We expanded our
market presence to over 80 cities with management contracts
in four new cities - Malta, Changsha, Hainan and Tokyo. We
also further entrenched our footprint in key cities that Frasers
Hospitality currently operates in with management contracts
for new properties in Kuala Lumpur, Nanjing, Bangkok and
Hanoi.
During the financial year, Frasers Hospitality launched five
properties – Fraser Suites Geneva, which is located within the
renowned district of Rue de la Rotisserie; the stylish 192-unit
Fraser Place Tianjin; Fraser Place Antasya, our second property
in Istanbul; Fraser Place Setiabudi, our third property in the
bustling city centre of Jakarta; and the green-inspired Modena
by Fraser Bangkok.
In addition, as part of Frasers Hospitality’s exclusive
partnership with renowned luxury car-maker, Mercedes-
Benz, we launched Mercedes-Benz Living @ Fraser at Capri
by Fraser, Changi City, Singapore on the heels of the launch
last year at Fraser Suites Kensington London. Nine selected
apartments were redesigned with the distinctive flair and
sophistication of the top of the line Mercedes Benz S-class –
from the shimmering Swarovski chandelier made up of 1,233
handcrafted crystals, to calf-leather sofas and definitive
high-end Burmester sound systems.
Currently, Frasers Hospitality is managing over 15,000 serviced
apartments and hotel rooms with over 8,400 units which
will be launched progressively over the next few years. It
remains on track to achieve its target of 30,000 units under
management by 2019.
57
Fraser Place Setiabudi, Jakarta, Indonesia
ANNUAL REPORT 2016 BUSINESS
REVIEW – HOSPITALITY
SERVICED RESIDENCES – PROPERTIES IN OPERATION
Owned Properties
Effective
interest at
30 Sep 16 No. of
units
236
112
(%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
239
357
108
70
89
97
313
164
153
1,938
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
UK
Philippines Fraser Place Manila
Spain
Capri by Fraser,
Barcelona
Singapore Capri by Fraser,
Changi City
Fraser Place Robertson
Walk, Singapore
Capri by Fraser, Frankfurt
Germany
Total no.
Properties under development
Occupancy
FY15/16 (%) FY14/15 (%)
Average daily rate
FY15/16
FY14/15
Book value
at 30 Sep 16
('M)
A$115.5
A$31.3
A$295.9
A$145.8
A$314.9
A$142.3
86.8
88.0
74.8
84.6
84.8
75.8
79.0
83.0
83.2
84.1
70.5
89.0
89.7
63.1
87.4
82.4
75.7
83.1
68.1
86.6
77.5
53.0
A$205.5
RMB839.3
A$218.4
A$93.2
RMB834.6 RMB1,200.0
US$132.6
£272.8
US$141.5
£253.7
PHP6,914.7 PHP7,012.3
US$34.3
£119.8
PHP1,587.0
€119.3
€101.4
€19.2
$258.9
$252.1
$203.4
$339.8
€135.2
$355.2
€168.0
$210.0
€34.5
Country
Germany
China
Singapore
Total no.
Property
Capri by Fraser, Berlin
Fraser Suites Dalian
Capri by Fraser, China Square
Equity (%)
100.0
100.0
100.0
Estimated
no. of units
145
259
306
Book value
('M)
€31.81
RMB481.31
$152.62
Target
opening
3QFY2016/17
2QFY2017/18
3QFY2018/19
710
1 Total acquisition cost
2 Total book value of the project as at 30 September 2016
Mercedes-Benz Living @ Fraser, Capri by Fraser, Changi City,
Singapore
Fraser Suites Dalian, China
58
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Managed Properties
Country
Bahrain
China
France
Hungary
Indonesia
India
Japan
UK
Malaysia
Qatar
Singapore
South Korea
Switzerland
Thailand
Turkey
UAE
Vietnam
Property
Fraser Suites Seef Bahrain
Fraser Suites Diplomatic Area Bahrain
Fraser Place Shekou Shenzhen
Fraser Residence Shanghai
Fraser Suites Top Glory, Shanghai
Fraser Residence CBD East, Beijing
Fraser Suites Nanjing
Modena by Fraser Shanghai Putuo
Fraser Suites Chengdu
Fraser Suites Suzhou
Modena by Fraser Jinjihu Suzhou
Fraser Suites Guangzhou
Modena by Fraser Wuxi New District
Modena by Fraser Zhuankou Wuhan
Fraser Place Tianjin
Fraser Suites Harmonie, Paris
Fraser Suites Le Claridge, Paris
Fraser Residence Budapest
Fraser Residence Menteng Jakarta
Fraser Place Setiabudi
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 Residence Orchard
Fraser Suites Insadong, Seoul
Fraser Place Central, Seoul
Fraser Place Nandaemum
Fraser Suites Geneva
Fraser Suites Sukhumvit, Bangkok
Modena by Fraser, Bangkok
Fraser Place Anthill Istanbul
Fraser Place Antasya Istanbul
Fraser Suites Dubai
Fraser Suites Hanoi
Capri by Fraser, Ho Chi Minh City
Total no. (under management)
Occupancy
FY15/16 (%)
73.5
60.9
92.8
87.8
79.4
76.3
82.7
80.4
60.7
84.4
70.6
88.9
73.2
69.8
46.52
39.11
70.5
94.8
74.0
48.22
68.7
77.3
78.3
83.1
78.7
81.5
83.7
64.0
75.2
57.9
62.9
73.6
65.3
79.1
76.6
65.5
84.0
7.72
60.6
55.72
61.4
88.2
74.8
FY14/15 (%)
80.0
64.1
74.5
87.4
89.3
79.4
75.4
74.9
65.1
76.4
57.1
81.2
50.9
57.3
NA
80.2
78.7
94.0
43.6
NA
66.1
82.7
79.1
94.3
79.2
80.2
81.3
70.4
72.0
36.3
75.3
72.3
84.6
72.0
72.5
NA
83.5
NA
63.7
NA
72.1
94.6
63.7
No. of units
90
114
232
324
187
223
210
348
360
276
237
332
120
172
192
134
114
51
128
151
92
114
18
26
12
14
22
295
240
446
138
72
213
271
252
67
163
239
116
80
180
185
175
7,425
1 Currently undergoing renovation
2 New properties which commenced operation during the financial year
59
ANNUAL REPORT 2016 BUSINESS
REVIEW – HOSPITALITY
Hotel du Vin Bristol, UK
Fraser Suites Top Glory, Shanghai, China
Malmaison Cheltenham, UK
Malmaison Dundee, UK
60
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES MHDV Group of Hotels
Effective interest
at 30 Sep 16
(%)
Master leased
100.0
Country Property
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
Malmaison Aberdeen
Malmaison Belfast
Malmaison Birmingham Master leased
Master leased
Malmaison Dundee
100.0
Malmaison Edinburgh
100.0
Malmaison Glasgow
100.0
Malmaison Leeds
100.0
Malmaison Liverpool
London Charterhouse
Master leased
Malmaison Manchester Master leased
Master leased
Malmaison Newcastle
Master leased
Malmaison Oxford
100.0
Malmaison Reading
Master leased
Malmaison Brighton
100.0
Malmaison Cheltenham
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
100.0
Hotel du Vin Tunbridge
Wells
Hotel du Vin Wimbledon
Hotel du Vin Winchester
Hotel du Vin York
Hotel du Vin AVG Bristol
Hotel du Vin Exeter
100.0
100.0
100.0
100.0
100.0
UK
UK
UK
UK
UK
No. of
units
79
64
192
91
100
72
100
130
97
167
122
95
75
71
61
66
49
40
41
49
47
49
48
43
42
38
40
34
48
24
44
75
59
Occupancy
FY15/16 (%)
69.3
87.2
85.2
76.2
81.7
79.4
81.9
80.7
87.7
87.1
85.0
88.6
79.4
71.5
71.6
87.5
87.2
87.5
85.4
82.4
86.5
82.3
81.1
83.0
75.7
83.9
70.3
84.0
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
NA
NA
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
77.5
83.9
81.7
80.2
80.6
79.9
92.5
88.7
NA
NA
Average daily rate
FY14/15
FY15/16
(£'M)
(£'M)
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
NA
NA
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
96.9
96.3
93.4
73.4
93.0
92.9
92.6
83.1
164.9
104.8
96.2
164.8
106.3
103.7
120.5
102.1
145.8
131.7
168.9
114.6
126.5
130.4
110.8
132.3
102.5
115.4
145.1
124.1
141.7
140.4
111.6
88.9
109.1
172.4
137.6
123.5
NA
NA
Book value
at
30 Sep 16
(£'M)
0.0
7.4
0.0
0.0
14.9
10.5
14.2
13.9
0.0
0.0
0.0
0.0
13.2
0.0
11.7
10.1
18.5
12.6
15.4
9.0
12.3
11.5
7.4
9.4
4.7
4.0
6.5
9.1
17.4
8.0
10.3
12.3
10.4
Total no. of rooms (owned and leased)
2,352
61
ANNUAL REPORT 2016
BUSINESS
REVIEW – HOSPITALITY
Frasers Hospitality Trust
For FY2015/16, FHT’s gross
revenue grew 17.1%
year-on-year to $123.6 million
while net property income rose
20.6% to $104.2 million. The
higher gross revenue and net
property income was attributed
to the addition of Sofitel Sydney
Wentworth and Maritim Hotel
Dresden, and better performance
of the remaining Sydney properties
and ANA Crowne Plaza Kobe.
These contributions helped to
offset the weaker performance of
Singapore and London properties.
Distributable income was $84.9
million, up 10.0% year-on-year.
Excluding the effects of the rights
issue, FHT’s DPS would have been
6.13 cents, a marginal drop of
1.1% compared to last year.
Maritim Hotel Dresden, Germany
FHT further grew its portfolio with a third-party acquisition. With the
completion of the acquisition of Maritim Hotel Dresden in Germany
in June 2016, its portfolio comprised eight hotels and six serviced
apartments as at 30 September 2016.
HELD THROUGH FRASERS HOSPITALITY TRUST
Country
Australia
Singapore
United Kingdom
Japan
Malaysia
Germany
Property
Fraser Suites Sydney
Novotel Rockford Darling Harbour
Sofitel Sydney Wentworth
InterContinental Singapore
Fraser Suites Singapore
Fraser Suites Glasgow
Fraser Suites Edinburgh
Fraser Suites Queens Gate London
Best Western Cromwell London
Park International London
Fraser Place Canary Wharf London
ANA Crowne Plaza Kobe
The Westin Kuala Lumpur
Maritim Hotel Dresden
Total no. of rooms owned and managed
Total under Frasers Hospitality
Book value at
30 Sep 161
('M)
A$118.5
A$82.0
A$262.5
$535.0
$305.0
£9.8
£14.1
£58.4
£17.9
£40.7
£39.8
¥14,300.0
RM410.0
€58.9
FCL's effective
interest at
30 Sep 16 (%)
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
21.6
No. of units
201
230
436
406
255
98
75
105
85
171
108
593
443
328
3,534
15,2492
62
1 Book value as reported by FHT. The Group adjusted the book value to reflect its freehold interest in the serviced apartments and hotels
2 Excluding properties under development
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Chengdu Logistics Hub, Chengdu, China
I N T E R N AT I O N A L
B U S I N E S S
Camberwell On The Green, London, United Kingdom
BUSINESS
REVIEW
I N T E R N AT I O N A L B U S I N E S S
Our International Business comprises FCL’s
investments in China, the United Kingdom (UK),
Vietnam, and Thailand.
CHINA
In China, revenue and PBIT decreased to $96 million
and $118 million, down 78% and 44%, respectively.
This was mainly due to the absence of the
one-off gain from the divestment of a commercial
property, Crosspoint, in Beijing last year. A delay in
settlement of Phase 3C1 in Suzhou Baitang from the
fourth quarter of FY2015/16 to the first quarter of
FY2016/17 also affected contributions. The decline
was partially offset by the completion of Gemdale
Megacity Phase 3C in Songjiang.
In FY2015/16, 21 units at completed phases in
Suzhou Baitang were sold while the uncompleted
Phases 3B and 3C1 saw sales of 462 units. Sales of
1,195 units was achieved by Gemdale Megacity, with
handover for Phase 3C in September 2016. Chengdu
Logistics Hub sold 22 units; Phase 4 attained its TOP
in August 2016.
Looking ahead, we have a land bank of over
2,700 units, which should underpin contributions
from China for the next two to three years. The
macro fundamentals for the housing market in China
continue to be favourable, providing a positive
backdrop for our residential developments in
Shanghai and Suzhou. However, our logistics park in
Chengdu faces market challenges, with office rentals
in Chengdu continuing to decline due to oversupply
and stiff competition.
DEVELOPMENT PROJECTS
Effective
interest at
30 Sep 16
(%)
100.0
Location
Suzhou
No. of
units
542
% Sold at
30 Sep 16
100.0
%
Completion
at 30 Sep 16
100.0
Ave.
selling
price
(RMB psf)
1,265
Est.
saleable
area
('M sq ft)
0.7
Land cost1
(RMB psf)
236
Target
completion
date
Completed
Suzhou
100.0
Suzhou
100.0
Suzhou
100.0
Chengdu
80.0
538
360
706
163
99.8
98.6
100.0
1,125
100.0
1,435
100.0
100.0
1,310
82.8
100.0
805
Shanghai
45.2
1,065
Shanghai
45.2
1,134
Shanghai
45.2
1,446
98.7
99.8
99.4
100.0
1,566
100.0
1,788
100.0
2,151
Chengdu
80.0
358
4.5
100.0
656
Suzhou
100.0
Suzhou
100.0
Shanghai
45.2
Shanghai
45.2
706
380
278
575
99.7
6.8
97.1
97.7
87.5
32.0
49.9
66.6
1,833
3,306
3,482
2,470
0.8
0.8
0.8
0.7
1.5
1.2
1.4
1.8
0.8
0.6
0.3
0.6
238
Completed
237
Completed
237
Completed
26
Completed
148
Completed
159
Completed
146
Completed
34
Completed
238
1QFY16/17
238
4QFY16/17
147
4QFY16/17
147
4QFY16/17
Project
Baitang One
(P1B)
Baitang One
(P2A)
Baitang One
(P2B)
Baitang One
(P3A)
Chengdu
Logistics Hub
(P2)3
Gemdale
MegaCity (P2A)2
Gemdale
MegaCity (P2B)2
Gemdale
MegaCity (P3C)2
Chengdu
Logistics Hub
(P4)3
Baitang One
(P3C1)
Baitang One
(P3B)
Gemdale
MegaCity (P3A)2
Gemdale
MegaCity (P3B)2
1 Land cost includes land use tax
2 Gemdale MegaCity was accounted as an associate
3 Under Phase 1 of Chengdu Logistics Hub, we have an 80% interest in a warehouse which has a book value of $42.6 million with a net
64
lettable area of 507,468 sq ft
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Baitang One, Suzhou, China
LAND BANK
Site
Baitang One (3C2)
Gemdale Megacity (P4-6)2
Residential sub-total
Location
Suzhou
Effective
interest at
30 Sep 16 (%)
100.0
Shanghai
45.2
Chengdu Logistic Park (P2A)
Chengdu
80.0
Commercial sub-total
Total
Est. no.
of units
377
2,192
2,569
179
179
2,748
Est.saleable
area
('M sq ft)
0.5
Land cost1
(RMB psf)
238
200
29
2.8
3.3
1.0
1.0
4.3
1 Land cost includes land use tax
2 Gemdale MegaCity was accounted as an associate
65
ANNUAL REPORT 2016
BUSINESS
REVIEW – INTERNATIONAL BUSINESS
UNITED KINGDOM
In the UK, revenue and PBIT increased to
$147 million and $47 million, respectively, mainly
attributable to sales and profit contribution from
Blk 5C of Riverside Quarter as completed units were
delivered.
In FY2015/16, sales of about 90 units were achieved
while 116 units were settled. Over at Riverside
Quarter, sales of ground floor commercial space as
well as of latest addition, Five Eastfields, contributed
to the units sold. Completed in March 2016 and
comprising 99 private apartments, Five Eastfields
achieved £61 million in sales during the year.
Seven Eastfields, Camberwell on the Green in
southeast London and Sky Gardens, in the Nine
Elms, Vauxhall regeneration zone, are expected to be
completed in the coming financial year.
On the acquisitions front, we purchased Central
House in Aldgate East, a 100,000-sq-ft building
currently occupied by London Metropolitan
University, for £50 million. Planning is now being
sought for a 300,000-sq-ft mixed-use development
for commercial and hotel use.
The uncertainty surrounding Brexit has created
some turbulence across all sectors. In the residential
market, prime Central London pricing is under
pressure although overseas investors are returning to
the market to take advantage of the weaker pound.
5 Riverside at Riverside Quarter, London, UK
DEVELOPMENT PROJECTS
Location
London
London
Project
5 Riverside Quarter
7 Riverside Quarter
Camberwell on the
London
Green
Vauxhall Sky Gardens London
LAND BANK
Effective
interest at
30 Sep 16
(%)
80.0
80.0
No. of
units1
149
87
% Sold at
30 Sep 16
80.0
41.0
%
Completion
at 30 Sep 16
100.0
90.0
Ave. selling
price2
(£ psf)
949.0
1,013.0
Est.
saleable
area
('M sq ft)
0.1
0.1
Target
completion
date
Land
cost
(£ psf)
150 Completed
68 1QFY16/17
80.0
80.0
101
237
47.0
100.0
75.0
70.0
745.0
923.0
0.1
0.2
51 1QFY16/17
62 2QFY16/17
Site
Riverside Quarter Phase 9 (consented scheme)
Central House (commercial mixed
development)
Effective
interest at
30 Sep 16 (%)
80.0
100.0
Est. no.
of units1
133
NA
Est.saleable
area
('M sq ft)
0.1
0.2 to 0.33
Land cost
(£ psf)
73
211
Location
London
London
1 Includes affordable units
2 Price relates to the private residential units
3 Subject to planning approval
66
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
VIETNAM
In June 2016, FCL entered into a conditional agreement to acquire a 70% stake for approximately $21 million
in a joint venture with An Duong Thai Dien Real Estate Trading Investment Joint Stock Company and other
local partners. The joint venture will develop a residential-cum-commercial project on a one-hectare prime site
in the Thao Dien Ward of Ho Chi Minh City. The site will be served by the city’s first metro line scheduled to be
completed in 2020.
FCL also has a 75% interest in Me Linh Point, a 22-storey retail/office building in District 1, Ho Chi Minh City.
OFFICE PORTFOLIO
Property
Me Linh Point Tower
THAILAND
Effective
interest at
30 Sep 16
(%)
75.0
Book value at
30 Sep 16
(US$'M)
40.5
Net lettable
area
(sq ft)
188,250
Occupancy
FY15/16 (%)
98.7
FY14/15 (%)
100.0
In Thailand, the Group acquired a 35.6% stake in Golden Land Property Development Public Company
Limited (Golden Land) for $231 million in FY2015/16. Listed on the Stock Exchange of Thailand, Golden Land
is one of Thailand’s leading real estate developers engaged in landed residential and integrated mixed-use
commercial property development. The investment in Golden Land is in line with the Group’s strategy to grow
income from overseas and recurring sources. Golden Land posted 9-month net profit of THB 930 million as at
30 September 2016, and contributed $15 million PBIT to the Group in FY2015/16.
67
ANNUAL REPORT 2016
INVESTOR
RELATIONS
OVERVIEW
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 team 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.
During the financial year, we attended NDRs and
conferences in Bangkok, Hong Kong, Kuala Lumpur,
London, Seoul, Sydney, Tokyo, the USA, and Zurich.
PROACTIVE AND REGULAR ENGAGEMENT
As part of our ongoing regular updates on our
business, we announce our financial performance
on SGXNET 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. We also host in-person
briefings of our half-year and full-year results, 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.
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 254 meetings with analysts and
institutional investors to facilitate understanding
of our developments and growth plans. We also
organised a property tour for analysts to visit
properties in Bangkok owned by the Group’s
35.6%-held associate, Golden Land. The site visit,
which included a briefing by the CEO and CFO of
Golden Land, helped analysts better understand
Golden Land’s business and prospects.
COMMITTED TO STRATEGIC GROWTH AND
CORPORATE TRANSPARENCY
For the third consecutive year, FCL was recognised
for its deep commitment to uphold high standards
of corporate governance. FCL won the runner-up
title for the Most Transparent Company Award
(Real Estate Category) at the 2016 Investors’ Choice
Awards organised by the Securities Investors
Association (Singapore) (SIAS).
Our award win serves as strong motivation as
we strive towards further excellence in corporate
leadership and governance.
For enquiries on FCL, please contact:
All the materials related to FCL’s quarterly
announcements of our financial performance, as well
as webcasts of the FY2015/16 half-year and full-year
results presentations, are publicly available via FCL’s
corporate website (www.fraserscentrepoint.com).
Ms Gerry Wong
Head, Group Communications
Tel: (65) 6276 4882
Email: ir@fraserscentrepoint.com
68
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES FCL’S CLOSING PRICE AND TRADING VOLUME IN FY2015/16
FCL SP Equity - Last Price
High on 11/26/15
Average
Low on 09/21/16
1.490
1.720
1.595
1.470
FCL SP Equity - Last Price 0.261M
12.048M
High on 11/26/15
0.265M
Average
12600
Low on 04/21/16
1.700
1.650
1.600
1.550
1.500
10M
5M
OCT 15
NOV 15
DEC 15
JAN 16
FEB 16
MAR 16
APR 16
MAY 16
JUN 16
JUL 16
AUG 16
SEP 16
BROKERAGES COVERING FCL (As of 30 September 2016)
1
2
Bank of
America-
Merrill Lynch
CIMB
Research
3
CLSA
4
Daiwa
Capital
Markets
5
6
7
8
DBS Bank
HSBC
JP Morgan Macquarie
Securities
Group
FY2015/16 INVESTOR RELATIONS CALENDAR
2015
NOV
JAN
2016
FEB
MAR
• Release of FY2014/15
• DBS Pulse of Asia
• Release of 1Q
• Citi Global Property
results
• Investor meetings in
Singapore and Hong
Kong
• Morgan Stanley
14th Annual Asia Pacific
Summit
Conference
• Annual General Meeting
FY2015/16 results
• Investor meetings in
Singapore and
Kuala Lumpur
APR
• Credit Suisse 19th
Annual Asian Investment
Conference in
Hong Kong
MAY
• Release of 2Q
FY2014/15 results
• Investor meetings in
Singapore
• dbAccess Asia
Conference 2016
CEO Conference in the
USA
• Investor meetings in the
USA
• Investor meetings in
Bangkok
JUN
• Investor meetings in
Sydney, London and
Zurich
JUL
• Investor meetings in
Singapore and
Hong Kong
AUG
• Release of 3Q
SEP
• Investor meetings in
FY2014/15 results
• Investor meetings in
Hong Kong
• UBS Singapore
Singapore
• Investor meetings in
Tokyo and Seoul
Corporate Day in
Hong Kong
69
ANNUAL REPORT 2016 TREASURY
HIGHLIGHTS
The Group manages its financial structure prudently
to ensure that it will be able to access adequate
capital at favourable terms. Our main business
segments, Residential, Commercial (retail, office,
business space and mixed-use developments),
Hospitality and the Asset Management of the four
REITs generate cash flows for the Group in Singapore
and over 80 cities around the world. Management
monitors the Group’s cash flow position, debt
maturity profile, funding cost, interest rate and
foreign exchange 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 FY2015/16, FCL Treasury raised $250 million
10-year bonds and US$200 million five-year bonds.
The REITs raised $100 million of perpetual securities
(FHT), $100 million five-year bonds (FCOT) and
$50 million five-year bonds (FCT).
In FY2015/16, the Group improved its capital position
(net worth increased 11% to $11,843 million) and its
cash balance (increased 58% to $2,169 million). The
capital position was improved due to contributions
from non-controlling interests relating to FLT's listing,
the issuance of Perpetual Securities by FHT in 2016
and retained earnings for the year. Net Group
Borrowings had decreased from $8.9 billion to
$7.6 billion mainly due to the repayment of Frasers
Property Australia’s loans with proceeds from the
listing of FLT. The increased cash balance is due to
cash collection from the strong pipeline of
pre-sold development projects in Singapore, China,
UK and Australia, stable cash flow generated from
investment properties and the monetisation of assets
through assets sales and the injection of industrial
and logistics properties into FLT.
SOURCE OF FUNDING
Besides cash flow from our businesses, the Group
also relies on the debt capital markets, equity
capital markets and syndicated and bilateral banking
facilities for its funding. As at 30 September 2016,
the Group has over $2 billion in unutilised banking
facilities that may be used to meet the funding
requirements of the Group.
70
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
Limited, DBS Bank Ltd., Malayan Banking Berhad,
Oversea-Chinese Banking Corporation Limited,
Standard Chartered Bank, Sumitomo Mitsui Banking
Corporation, The Bank of Tokyo-Mitsubishi UFJ,
Limited and United Overseas Bank Limited.
The Group continues to adopt the philosophy of
engaging the banks as our core business partners
and continues to receive very strong support from
our relationship banks across all segments of the
Group’s businesses. 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 (issued: $2,148 million) MTN
programme. Our sponsored REITs, FCT, FCOT and
FHT, each have their respective MTN programmes:
FCT: $1 billion (issued: $270 million); FCOT: $1 billion
(issued: $100 million); and FHT: $1 billion (issued:
$100 million).
DEBT MATURITY PROFILE –
FCL GROUP WITH REITS ($’M)
2,426
2,542
1,470
1,291
1,051
1,016
< 1 yr
1 to 2 yrs
2 to 3 yrs 3 to 4 yrs 4 to 5 yrs
> 5 yrs
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
INTEREST RATE PROFILE AND DERIVATIVES
FOREIGN EXCHANGE RISKS AND DERIVATIVES
The Group has exposure to foreign exchange risk
as a result of transactions denominated in foreign
currencies, arising from normal development 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
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's 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 2016 are disclosed in the financial
statement in Note 21.
The Group manages its interest cost by maintaining
a prudent mix of fixed and floating rate borrowings.
On a portfolio basis, 86% of the Group’s borrowings
are in fixed rates (including floating rate borrowings
that have been fixed with interest rate swaps).
The average tenor of the loans is 3 years as at
30 September 2016. 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 order that debt can
be reduced quickly.
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 2016 are disclosed in the financial
statement in Note 21.
GEARING AND INTEREST COVER
The Group aims to keep the Group’s net gearing
to equity ratio between 80% and 100%. As at
30 September 2016, this ratio was 64%. Net interest
expense for the year amounted to $181 million,
which includes $39 million that was capitalised
as part of Properties Under Development. The
net interest cover1 over profit before interest and
taxation was at 7 times.
1 Net Interest in the profit statement excluding mark to market adjustments on interest rate derivatives and capitalised interest
71
ANNUAL REPORT 2016 Community Chest and Frasers Centrepoint Malls launched Play It Forward with the Last Bucket of Balls
S U S TA I N A B I L I T Y
R E P O R T
First aid training at Fraser Place Manila
Vertical greenery at One Central Park, Sydney, Australia
“Sustainability is core to everything
we do at FCL. From our mission to
create value through space for today
and tomorrow, to our commitment to
maintain a high standard of corporate
governance, environmental and social
practices, to FCL’s strategic objective
CONTENTS
that is centred on delivering sustainable
earnings. We are honoured that the
Group has received numerous awards
74 GROWING SUSTAINABILITY AT FCL
recognising our efforts and achievements
on this front. We will constantly look
at ways to do even better as we keep
our sights firmly on our vision to be the
real estate company of choice for our
stakeholders.”
Panote Sirivadhanabhakdi
Group CEO & Chairman of FCL Sustainability
Steering Committee
76
KEY HIGHLIGHTS
78 ABOUT THIS REPORT
79 WHAT’S IMPORTANT TO US
88 MANAGING SUSTAINABILITY
90 GOVERNANCE
93
ENVIRONMENT
101 PEOPLE
121
INNOVATION
125 GRI CONTENT INDEX (G4 CORE)
GROWING
SUSTAINABILITY AT FCL
REAL PLACES
FOR
REAL PEOPLE
In this report, our second,
we demonstrate how our
sustainability drive continues to
be embedded within our strategy,
and how we support sustainability
in our business activities, our
sector, and the local and global
communities.
At FCL, we are bound by a
common objective across our
diverse geographic footprint –
to develop real places for real
people. We aim to deliver value
to our stakeholders and the
communities we serve. This is a
promise we take seriously.
FCL launched our first Green Mark
residential project, a year after
BCA launched the Green Mark
Scheme
• The Azure – Gold
FCL became a Founding Member
of the Singapore Green Building
Council
Central Park in Perth achieved
carbon neutrality
FCL received our first Green Mark
award for retail mall and office
building
• Causeway Point – Platinum
• Bedok Point – Gold
• Alexandra Point – Gold
2 0 0 6
2 0 0 9
2 0 1 1
S
E
I
R
A
I
D
I
S
B
U
S
&
D
E
T
I
M
I
L
T
N
I
O
P
E
R
T
N
E
C
S
R
E
S
A
R
F
74
The Azure, Singapore
Causeway Point, Singapore
Bedok Point, Singapore
One Central Park, Sydney, Australia
Our sustainability journey began long before the publication
of our inaugural sustainability report last year. We have come
a long way, from our first Building and Construction Authority
(BCA) Green Mark building award in 2006, to publishing our
first sustainability report last year and being recognised for
transparency at the Securities Investors Association Singapore
(SIAS) Investors’ Choice Awards for the third year running,
and we continue to grow in our sustainability practices.
More recently, FCL has been
ranked among the Top 10
Singapore Brands by Brand
Finance with a brand value
of $1 billion.
Published our first sustainability
report in accordance with the
Global Reporting Initiative (GRI)
(G4 Core) guidelines
FCL was ranked among the
Top 10 brands in Singapore by
Brand Finance
FCL became a signatory to the
United Nation Global Compact
FCL piloted Building Information
Modelling-Virtual Design and
Construction (BIM-VDC) on a
mixed-development in Singapore
FCL dedicated August as
Frasers Health & Safety Month
OHSAS 18001:2007 certification
attained for all Singapore office
properties
Frasers Hospitality (FH) dedicated
March as Frasers Environment
Month
One Central Park in Sydney
was awarded winner of the
International Green Infrastructure
Award by the World Green
Infrastructure Congress, and Best
Tall Building (Asia & Australia) by
the Council of Tall Buildings and
Urban Habitat
Alexandra Point, Capri by Fraser
Changi City, Singapore and
Causeway Point in Singapore
were named among the Top 10
energy efficient buildings in their
respective categories by BCA
The Ponds Shopping Centre in
Sydney became the first retail
project to achieve 6 Star Green
Star rating by the Green Building
Council of Australia
FPA topped the Global Real Estate
Sustainability Benchmark (GRESB)
2016 in the global diversified
office/industrial/non-listed funds
category
Frasers Property Australia (FPA)
achieved the first Green Star
Performance portfolio certification
in Australia
FH launched 'Just One' hotel
programme with World Wide
Fund for Nature (WWF) – Earth
Hour to raise $3 million by 2020
2 0 1 4
2 0 1 5
2 0 1 6
The Azure, Singapore
Causeway Point, Singapore
Bedok Point, Singapore
One Central Park, Sydney, Australia
6
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
75
GROWING
SUSTAINABILITY AT FCL
KEY
HIGHLIGHTS
Became a signatory to the
United
Nations Global
Compact
(UNGC)
G O V E R N A N C E
Most Transparent Company,
Real Estate Category,
Runner-Up at SIAS 17th
Investors’ Choice Awards
2016
EHS
Extended coverage of
Environment, Health & Safety
policy and management
systems aligned with
ISO 14001 and OHSAS 18001
to our key operations and
corporate office
Established sustainability sub-
committees for Environment,
Health & Safety, and
Innovation
In February this year, we became a signatory to
the United Nations Global Compact (UNGC).
We joined more than 9,000 companies and 3,000
non-business organisations in an innovative and
collaborative worldwide movement to shape a
sustainable future for the global business community
through promoting responsible business practices that
will benefit both businesses and the society. In addition,
we have joined Global Compact Network Singapore,
the local chapter of the UNGC, as a Gold Member.
We support the Sustainable Development Goals
(SDGs) adopted by countries of the United Nations,
which came into effect on 1 January 2016. We are
reviewing our commitments against the 17 SDGs and
will focus on specific goals where, given our business,
we feel we can maximise our impact on a global scale.
We believe that there is strong interconnectedness
between our business practices, the community and
society. We are confident of delivering value to our
stakeholders in the long term, with our success rests
on the integration of business and societal needs.
Our commitment to global and national agendas
is crystallised through our business processes and
activities. During the year, we set up new sustainability
sub-committees for Environment, Health & Safety and
Innovation to enable a more structured driving force of
sustainability initiatives. We have also implemented
ISO 14001 across some of our business units to enhance
our environmental performance through the systematic
management of our environmental responsibilities. In
addition, we expanded the coverage of OHSAS 18001
Health & Safety Management System to a wider scope
of operations, and put in place policies, procedures
and controls to achieve the best possible working
conditions and to promote workplace health and safety.
Our performance indicators provide us with a focus for
measuring and reporting sustainability and compliance.
Unless otherwise stated, performance indicators
are for FY2015/16. Our report is guided by the GRI
(G4 Core) guidelines and indicators, in line with the
material issues we need to address.
WE WELCOME YOUR FEEDBACK AND
SUGGESTIONS [G4-31]
We seek to continuously improve our sustainability
performance and your feedback is vital to us in
achieving our aims. Please write to:
Dr Pang Chin Hong
Assistant General Manager, Corporate Planning &
Chairman, Sustainability Working Committee
Frasers Centrepoint Limited
Email: sustainability@fraserscentrepoint.com
76
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
FPA topped globally in
Global Real
Estate Sustainability
Benchmark (GRESB)
assessment for diversified office/
industrial/non-listed category
Ranked
No.9
on Brand Finance’s
Singapore Top 100
Brands 2016
E N V I R O N M E N T
P E O P L E
Hospitality unit launched
'Just One' hotels programme
with WWF-Earth Hour
Organised inaugural Frasers
Health & Safety Month in
August 2016
0%
Zero workplace fatalities
Achieved training target of
40 hours per employee
400 days of community
service volunteered by
our staff
Ranked among the Top 10
Energy Efficient Buildings in
Singapore 2016
• Alexandra Point (Private
Office category)
• Causeway Point (Retail Mall
category)
• Capri by Fraser, Changi
City, Singapore (Hotel
category)
The first Green Star
Performance portfolio in
Australia
Launched Brickworks Living
Building Challenge design
competition in Australia
to create the world’s most
sustainable retail centre
Reduction of
• 5% year-on-year in building
energy intensity
• 2% year-on-year in building
water intensity
77
ANNUAL REPORT 2016
ABOUT
THIS REPORT [G4-17]
This sustainability report shares detailed information
about our material issues, and our societal and
environmental impacts from 1 October 2015 to
30 September 2016 (FY2015/16). It follows on from
our first sustainability report, which covered the
period from 1 October 2014 to 30 September 2015
(FY2014/15). This sustainability report, together with
the rest of the Annual Report, will play an integral
role in promoting communication and transparent
reporting to our stakeholders.
In arriving at this report, we have included our key
business divisions1 and our listed REITs, except
Frasers Logistics & Industrial Trust (FLT), which was
listed on the SGX-ST in June 2016. Our significant
locations of operation, Singapore, Australia and
China, are included in this report. For FY2016/17,
in addition to the above, we shall expand the report
scope to include FLT.
Data disclosed in this report relates to the above
scope, unless otherwise stated, for assets that we
own and/or manage, over which we have operational
control. We have included health and safety data
of our principal contractors' employees working at
our Singapore development sites, as we see this
as an area where we have significant influence. For
data on our workforce, our report covers our global
operations.
We continue to prepare this report with reference to
the GRI (G4 Core) requirements and its Construction
and Real Estate Sector supplements. We intend to
seek external assurance on our sustainability report in
the future.
GRI Principles
How FCL demonstrates this
Stakeholder inclusiveness
We engage and communicate with our stakeholders on an ongoing basis and use
our interactions to share knowledge.
Sustainability context
Materiality
Completeness
Balance
Comparability
We consider the various sustainability issues in a local context, whilst maintaining
a global perspective. We regularly refer to national and global agendas, such
as the Sustainable Singapore Blueprint and the SDGs, to keep our sustainability
activities relevant.
Please refer to our materiality process on page 79.
In setting the boundaries of our report, we endeavour to include all relevant
factors, locations and operations where we have control and influence over the
10 identified material issues.
We believe honesty and transparency generate trust and respect; we have report-
ed on all relevant aspects of our performance and kept our report balanced.
We benchmark ourselves against our peers’ reports when considering what is
material to us and when making our disclosures in order to stay in line with the
rest of the industry.
Accuracy and reliability
To ensure accuracy of data, we have a number of checks and controls in place.
We verify hard data with various sources and benchmark this data against peers
and/or external data of similar nature to ensure comparability.
Timeliness
Clarity
We report annually within four months of the end of our financial year and our
data refers to the same time period as our Annual Report.
We aim to disclose clearly and have added notes, explanations and descriptions
to our data in order to assist our readers to quickly understand the information
they are reading.
78
1 Singapore, Frasers Hospitality, 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 LIMITED & SUBSIDIARIES
WHAT’S IMPORTANT
TO US [G4-18, G4-19]
For purposes of reporting, we reviewed the materiality assessment to
determine environmental, social and governance issues relevant to
our business and our stakeholders. The assessment was based on the
international standards for materiality, GRI and AA1000 principles, as
well as the application of sector-specific guidance from the GRESB and
the GRI G4 Construction & Real Estate Sector supplements. From the
materiality assessment, we have identified our top 10 material issues in
the following categories:
ECONOMIC
PERFORMANCE
GOVERNANCE
ENVIRONMENT
PEOPLE
1
2
3
4
5
6
7
8
9
Economic and financial
contribution to our business
and our stakeholders (refer
to Financial Highlights on
page 11, Business Review on
pages 30-67 and Financial
Statements on pages 166-303)
Anti-corruption
Ethical marketing
Energy use/climate change
Environmental compliance
Water use/ conservation
Health and safety
Labour/management relations
Staff retention and development
Workplace safety at construction site
10
Local communities
Bags of donated groceries were distributed to those
in need during YewTee Point’s Care and Share Event
79
WHAT’S IMPORTANT
TO US [G4-18, G4-19]
WHAT THE SDGS MEAN TO US
As a signatory to the UNGC, we are supportive of the United Nations'
adoption of the 2030 Agenda for Sustainable Development, along with
the 17 SDGs. We have reviewed the SDGs against our material issues
and business operations for relevance and alignment. Seven of these
are goals we can contribute meaningfully to as an organisation.
SDGs
Material issue
How FCL addresses this goal
Goal 3:
Good health and wellbeing
Health & Safety
Ensure healthy lives and
promote well-being for all at
all ages.
Goal 7:
Affordable and clean energy
Energy use/
Climate change
We prioritise a healthy and safe work environment for staff
across our value chain
• Consideration of safety in all phases of our business
activities, from design to construction and operations
Implementation of sound workplace safety policy and
management system standards throughout our key
operations
•
•
• Organisation of year-round wellness and health-related
programmes for staff and provision of welfare schemes
Implementation of the Building Occupants Survey
System Australia for FPA’s corporate offices,
undertaking Health & Wellbeing strategies in
our communities and achieving National Australian
Built Environment Rating System (NABERS) Indoor
Environment ratings
We target to reduce energy intensity by 15% by FY2024/25
from baseline of FY2014/15
• Monitoring of energy consumption (an indirect
greenhouse gas emission) of our business activities and
introduction of measures to reduce our carbon footprint
• Constant upgrading of older equipment and carrying out
asset enhancement initiatives (AEI) on our buildings to
ensure that our facilities are energy efficient and sustainable
• Working to achieve green building status such as the
•
BCA Green Mark award and Australia’s Green Star rating
Installation of 1.58 MWh of solar photovoltaic cells across
seven buildings in Australia
• Purchase of GreenPower, a scheme to displace electricity
usage with certified renewable energy, for nine of our
buildings in Australia
• Economic
& Financial
contribution
• Labour/
Management
relations
We are a signatory to the Tripartite Alliance for Fair and
Progressive Employment Practices (TAFEP) in Singapore
• Recruitment and selection of employees on the basis
of merit; rewards are given fairly based on their ability,
performance, contribution and experience
• Provision of equal training and development opportunity
for staff based on strengths and need
• Provision of student internships to nurture future talents
for the industry
Ensure access to affordable,
reliable, sustainable and
modern energy for all.
Goal 8:
Decent work and economic
growth
Promote sustained, inclusive and
sustainable economic growth,
full and productive employment
and decent work for all.
80
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES SDGs
Material issue
How FCL addresses this goal
Goal 9:
Industry, Innovation and
Infrastructure
Economic
& Financial
contribution
Build resilient infrastructure,
promote inclusive and
sustainable industrialisation
and foster innovation.
Goal 10:
Reduced inequalities
Labour/
Management
relations
Reduce inequality within and
among countries.
We constantly strive to explore innovative ways to achieve
greater efficiencies and enhance the experience of users
• Piloting of BIM-VDC in the development of Northpoint
City, which is the first mixed-development in Singapore
to use this method
• Launching of the Brickworks Living Building Challenge
in Australia, a future-focused design competition to
conceptualise a retail centre with rigorous green building
performance standards
We adhere to the TAFEP agreement in Singapore, which
includes the pledge to reward employees fairly based on
their ability, performance, contribution and experience
• No discrimination based on age, race, gender
• Achievement of an almost gender-balanced workforce
with a gender split of 53% male and 47% female this
year
Goal 11:
Sustainable cities and
communities
• Energy use/
Climate change
• Water use/
conservation
We adhere strictly to development plans in our countries of
operation and support building sustainability initiatives, such
as energy and water efficiency and waste management
• Creation of liveable and vibrant spaces that are
integrated with nature and socially inclusive through
Universal Design practices
Make cities and human
settlements inclusive, safe,
resilient and sustainable.
Goal 17:
Partnership for the goals
Strengthen the means of
implementation and revitalise
the global partnership for
sustainable development.
• Economic
& Financial
contribution
• Local
communities
We demonstrate our commitment to global environmental
sustainability through partnerships and affiliations with
international organisations and industry bodies
• Signing on to the UNGC in February 2016
• Launching of 'Just One' hotels programme with
WWF-Earth Hour by the Hospitality unit
• Participation as a founding member of Better
Buildings Partnership in Australia, delivering a range
of sustainability projects and demonstrating green
leadership and sustainable innovation with leading
commercial landlords in Sydney
81
ANNUAL REPORT 2016 WHAT’S IMPORTANT
TO US [G4-18, G4-19]
SUSTAINABILITY ACROSS OUR REAL ESTATE VALUE CHAIN [G4-12]
As a full-fledged international real estate company, we recognise that we have a long value chain of real estate
activities from development and investment, to operations and sales and transactions. We deal with suppliers,
contractors, consultants, business partners and customers on a daily basis. We believe that we can influence
our value chain on sustainability processes. We assess each step of the value chain and consider, where
practical, any sustainability opportunities and risks that may arise.
OUR VALUE CHAIN
DEVELOPMENT
INVESTMENT
OPERATIONS
MAIN ACTIVITIES
• Land acquisition
• Design & planning
• Construction
• Project management
• Property acquisition
• Asset management
• Leasing
• Property
management
• Customer service
SALES &
TRANSACTION
• Property sales
(Residential)
• Divestment of non-
core/mature assets
• Capital management
KEY STAKEHOLDERS
KEY MATERIAL
ISSUES
Economic & financial
contribution
Anti-corruption
Ethical marketing
Energy use & climate
change
Environmental
compliance
Water use &
conservation
Health & safety
Labour/management
relations
Staff retention &
development
Local communities
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
$
4
4
4
4
4
Legend
Contractors / Consultants / Suppliers
Local Community
Customers
Employees
$
Investment Community
Joint Venture & Business Partners
82
Regulators & Non-Governmental Organisations
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
At the early stage of designing a development, FCL as the owner and project manager, will work closely
with the architect and engineers to consider environmental and safety features to be incorporated in the
development. We adopt the Design for Safety procedure to address the issues at source, and decide on the
green design and technology to be adopted. When it comes to selecting the main building contractor for the
construction, we impose stringent criteria, appointing only those who are certified with quality, environment
and safety management systems, such as ISO 9001, ISO 14001 and OHSAS 18001.
For residential developments, we always ensure that our sales and marketing communications with
homebuyers are accurate and ethical. After the homes are delivered to the buyers, we engage them through
surveys to gauge their level of satisfaction. For completed properties that we manage, whether they are
commercial, hospitality or industrial, we involve our staff, suppliers, tenants, guests and the community in
various aspects of sustainability.
STAKEHOLDER ENGAGEMENT
We hold regular dialogue with our various stakeholders on a number of fronts, including sustainability-related
topics. We are mindful that stakeholder engagement is key to a successful sustainability journey, and will share
with them our goals and vision to create a more sustainable community.
Key stakeholders
Form of engagement
Key topics
• Bilateral communication with sales agents,
• Quality of services and
landscaping contractors and cleaning contractors
• Safety briefings, site visits, safety declarations
(construction contractors)
products
• Performance
• Safety
Contractors /
Consultants /
Suppliers
• Bilateral communication
• Customer service counters and centre management
offices
• Events
• Surveys and feedback forms
• Quality of services and
facilities
• Customer satisfaction
• Staff performance
• Performance appraisals on annual basis
• Training, including orientation programme for
new staff
Intranet (in Australia and Singapore)
• Team building activities
•
• Annual Dinner & Dance
• Family Day
• Performance and skills
• Corporate policies
• Occupational health
and safety
• Staff bonding
• Half-year and full-year results briefings and earnings
calls on quarterly basis
• Annual General Meeting, Extraordinary General
Meeting
• Financial results
• Business operations
and performance
• Business strategy and
Customers
Employees
$
$
Investment Community
• Local and overseas investor conferences and road shows
• Bilateral communication, one-on-one meetings and
outlook
site visits
83
ANNUAL REPORT 2016 WHAT’S IMPORTANT
TO US [G4-18, G4-19]
Key stakeholders
Form of engagement
Key topics
• Provide feedback channels for the community
around our properties
• Consultations (where necessary)
• Provide cash and venue sponsorship at our
properties
• Staff involvement in the local community and
organisations through volunteerism
• Briefings and consultations
• Participation in non-governmental organisations
(e.g. Real Estate Developers' Association of
Singapore (REDAS), REIT Association of Singapore
(REITAS))
• Participation in surveys and focus groups
• Environmental
sustainability
awareness
• Corporate social
responsibility
• Regulatory and
industry trends
• Bilateral communication, regular project meetings
and site visits
• Project planning and
progress update
• Marketing and sales
strategy
Local
Community
Regulators /
Non-Governmental
Organisations
Joint Venture & Other
Business Partners
FCL's former Group Chief Executive Officer Mr Lim Ee Seng, presented donation cheques
totalling $60,000 to representatives from Punggol Group Representation Constituency
84
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTNERSHIPS AND AFFILIATIONS
As a major stakeholder in the real estate market,
FCL has been actively engaging with various industry
bodies, such as the REDAS, REITAS, Workplace
Safety and Health Council (WSHC), Singapore
Green Building Council (SGBC) and the Green
Building Council of Australia (GBCA). This year,
we became a signatory to UNGC and joined the
Global Compact Network of Singapore as a Gold
Member. In Australia, Mr Rod Fehring, the CEO of
FPA was appointed to the board of the GBCA. With
our representation in partnerships and affiliations
with industry bodies, we believe we can continue
to influence and play a role in encouraging the real
estate sector’s sustainability initiatives.
FCL is affiliated with the following industry bodies:
Green Building
Council of Australia
Real Estate Developers'
Association of Singapore
Real Estate Investment
Trust Association of
Singapore
Workplace Safety and
Health Council
(Singapore)
International Council of
Shopping Centers
Australia
Australia
85
ANNUAL REPORT 2016 WHAT’S IMPORTANT
TO US [G4-18, G4-19]
CUSTOMERS SATISFACTION
We build a life-long relationship with our customers.
We want each customer to enjoy their experience
in the homes that we build. We take care and effort
to ensure that we create homes of the future which
are aesthetically pleasing, of superb quality and
surpassing comfort.
In Singapore, to continually engage our customers
and keep in touch with their needs and preferences,
we conduct two surveys with our homeowners.
The first survey – “How was your home collection
experience?” – is conducted annually with the
objective of measuring our customers’ overall first
impression of Frasers Centrepoint's homes, including
aspects such as staff service levels, quality of homes
and common facilities.
Overall satisfaction levels increased in FY2015/16,
with homeowners indicating a higher satisfaction
score both in their overall home collection experience
and in each individual category. This was only made
possible with our staff’s commitment to improvement
and attention to detail.
The second survey – “How is everything?” –
is conducted on a quarterly basis with homeowners
to obtain homeowners’ overall impression of their
home, both on a macro level, and through individual
categories – quality of workmanship and customer
service recovery services carried out by our
contractor.
This year, we again received favourable ratings
from our customers, with homeowners indicating a
higher level of satisfaction in almost all categories
compared to FY2014/15. More homeowners also
said they would recommend Frasers Centrepoint's
homes to their friends and relatives as indicated
by an increase in ratings from 8.9 in FY2014/15
to 9.3 in FY2015/16. We are pleased that these
ratings reinforce the strength of our brand and our
commitment to excellence.
The Head of Development & Projects, Singapore
conducts CARE service standards and service
recovery training for the team including the main
contractor, site supervisors, projects and managing
agent. The objective is to emphasise the importance
of delivering a consistently high standard of service
to our homeowners. Staff training is also conducted
regularly to share on the important lessons learnt for
all projects.
All feedback received is discussed during weekly
meetings with the Project Team, Main Contractors,
Architect and the Managing Agent. The CARE team
then follows up with the homeowners and ensures
immediate service recovery.
HOMEBUYERS’
SATISFACTION LEVEL (%)
OFFICE BUILDING TENANTS’
SATISFACTION LEVEL (%)
78.0
78.0
82.0
77.3
76.0
77.8
64
29
70
24
70
24
How was your home
collection experience?
How is everything survey?
FY13/14
FY14/15
FY15/16
FY13/14
FY14/15
FY15/16
Satisfied to very satisfied
Neutral to satisfied
86
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES TENANTS SATISFACTION
In Singapore, satisfaction surveys are conducted
annually with tenants of FCL’s office and business
space properties. The survey findings are important
to us as we strive to continuously monitor and
improve the customer experience for our tenants.
For example, in response to tenants’ requests for
local, affordable cuisine in Valley Point Office Tower,
we brought in a new retail tenant, 85 Redhill, a local
‘multiple offerings under one roof’ concept by
Fei Siong, much to the delight of all in the vicinity.
Improvement works in the pipeline include China
Square Central, 51 Cuppage Road and Robertson
Walk. These works are geared towards bringing a
better customer experience for our tenants, their
staff and our shoppers. Such upgrading initiatives
also serve to enhance the value and appeal of our
properties.
It is also heartening to note that the efforts and hard
work of our security team and operations colleagues
have been recognised by our tenants through
compliments and commendations. The tenants’
satisfaction level has remained a commendable 94%
in FY2015/16, with 70% indicating satisfaction levels
of “satisfied to very satisfied”.
Improvement works in the pipeline include Robertson Walk (left) and China Square Central (right). Tenants, their staff and shoppers
can look forward to a better customer experience when works are completed
87
ANNUAL REPORT 2016
MANAGING
SUSTAINABILITY [G4-34]
At FCL, the corporate sustainability agenda is driven
by our Sustainability Steering Committee (SSC),
which is chaired by our Group CEO, Mr Panote
Sirivadhanabhakdi. The committee comprises
members from top management – the CEOs of all
our business units, the Chief Corporate Officer and
Chief Financial Officer, as well as the Chief Human
Resources (HR) Officer. The SSC spearheads the
strategy and initiatives to drive sustainability in the
business operations. The SSC meets quarterly to
review performance against each of our key material
issues. The SSC is supported by a Sustainability
Working Committee (SWC), which consists of
members from the middle and senior management
of various business units and departments such as
Finance, Risk, HR and Communications. The SWC’s
main task is to monitor our sustainability performance
against our key performance indicators (KPIs),
implement action plan, and communicate and report
to our stakeholders.
During the year, we also set up new sustainability
sub-committees for Environment, Health & Safety
and Innovation to drive the respective aspects of
sustainability agendas that are of significance to us.
We believe this will enable more comprehensive and
effective implementation of sustainability initiatives
on a group-wide basis.
FCL Corporate
Sustainability
Chaired by the Group CEO;
with members from the top
management
• Drive sustainability strategy
• Review sustainability
performance against our key
material issues
• Approve action plans to improve
sustainability practices
Sustainability Steering
Committee
Sustainability Working
Committee
Chaired by the Assistant GM
(Corporate Planning); with
members from the senior and
middle management in various
business units and departments
such as Finance, Risk, HR,
Communications
• Monitor sustainability
performance against our KPIs
• Implement action plans as
approved by the SSC
• Sustainability communication
and reporting
Environment
Health & Safety
Innovation
• Drive environment outreach and
awareness programmes
• Monitor environmental
performance against targets and
benchmarks
• Facilitate the implementation
of ISO 14001 Environment
Management System
• Drive health & safety outreach
and awareness programmes
• Monitor safety performance
against targets and benchmarks
• Facilitate the implementation
of OHSAS 18001 Occupational
Health & Safety Management
System
• Nurture and drive the innovation
culture within the Group
• Establish the infrastructure that
make idea contribution effective
• Drive innovation-related learning
and development activities
88
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES In addition, some of our SBUs have also established
their own sustainability governance committees
to drive sustainability aspects which are of more
relevance to their operations. For example, our
Hospitality SBU has an environment committee
at every property, while FPA has just developed a
comprehensive sustainability strategy, A Different
Way. It represents our real commitment to creating
places where resources are reused, recycled and
restored, and new ideas are fostered for everyone’s
benefit to lead better and healthier lives.
FPA's office in Perth, Australia
“One key milestone for FCL over the last two years is the
establishment of our Sustainability Committee at both
steering and working levels. This has allowed a more
coordinated approach to driving sustainable initiatives
from the Group's perspective and facilitating effective
communication to various stakeholders.”
Dr Pang Chin Hong
Assistant General Manager, Corporate Planning &
Chairman of FCL Sustainability Working Committee
89
ANNUAL REPORT 2016 GOVERNANCE
Good corporate governance drives good business and sets the tone
from the top for good sustainability practices throughout FCL. As a
signatory to the 2015 Corporate Governance Statement of Support,
FCL has pledged our commitment to uphold high standards in
corporate governance. We believe strongly that sustainability
responsibilities should be integrated into the corporate governance
structure of our business and strive to maintain high standards
of integrity, accountability and responsible governance. To this
end, we have put in place various corporate policies, programmes
and standard operating procedures to guide the management
and employees in corporate governance. We have implemented
ISO14001 (Environment) and OHSAS 18001 (Health & Safety)
Management Systems in our various key business operations and
are expanding the coverage of the management systems to a wider
scope of operations.
In addition, we became a signatory to the UNGC, the world’s
largest corporate sustainability initiative, in early 2016. Together
with more than 9,000 companies and 3,000 non-business
organisations worldwide, FCL volunteered to pledge to adhere to
the ten principles within four broad areas – Human Rights, Labour,
Environment and Anti-corruption:
H U M A N R I G H T S
Principle 1
Businesses should support and respect the
protection of internationally proclaimed
human rights; and
L A B O U R
Principle 3
Businesses should uphold the freedom of
association and the effective recognition of
the right of collective bargaining;
Principle 2
Principle 4
Make sure that they are not complicit in
human rights abuses
The elimination of all forms of forced and
compulsory labour;
The effective abolition of child labour; and
Principle 5
Principle 6
The elimination of discrimination in respect of
employment and occupation
90
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Our commitment towards the highest level of
governance has been recognised by our receipt of
the Most Transparent Company, Real Estate category,
Runner-Up at the SIAS 17th Investors’ Choice Awards
2016. This is the third year FCL has been recognised
for corporate transparency at the SIAS Investors’
Choice Awards.
ANTI-CORRUPTION, FRAUD PREVENTION AND ETHICAL MARKETING [SO3, SO5, PR7]
Good corporate practice dictates that anti-corruption, fraud prevention and ethical marketing be placed high on a
company’s agenda. These factors are relevant for the locations in which we operate, and we recognise the benefits
that clear policies, good management and an untarnished reputation bring to our business.
FCL has a zero-tolerance approach towards corruption and fraud. In the marketing of our products and
services, our residential projects and our commercial leasing or serviced apartment/ hotel room sales, we
ensure that our communications and marketing are responsible, clear, timely and accurate. We adhere to the
Code of Corporate Governance 2012, the Code of Advertising, Singapore's Urban Redevelopment Authority’s
developer rules, and all other applicable laws and regulations.
E N V I R O N M E N T
A N T I - C O R R U P T I O N
Principle 10
Businesses should work against corruption in
all its forms, including extortion and bribery
Principle 7
Businesses are asked to support a
precautionary approach to environmental
challenges;
Principle 8
Undertake initiatives to promote greater
environmental responsibility; and
Principle 9
Encourage the development and diffusion of
environmentally friendly technologies
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ANNUAL REPORT 2016
GOVERNANCE
Corporate Policies
Guidance on:
Code of Business
Conduct
Whistle-Blowing
Policy
Company values, ethics and conduct in relation to:
• Compliance monitoring
• Record keeping
• Information confidentiality
• Conflicts of interest
• Insider trading
• Relations with key stakeholder
Provision of a channel for stakeholders and other
persons to report any concerns, including:
• Improprieties in financial reporting
• Professional misconduct
• Irregularities or non-compliance with laws and
regulations
External access
NA
Available at:
www.fraserscentrepoint.com/
html/protection.php
Anti-Bribery Policy
Prevention and management of bribery and
corruption
Policy for Disclosure and
Approval of Purchase of
Property Projects
Declaration and approval requirements for any
interested persons, directors and employees of
FCL, when purchasing property developed by FCL
Competition Act
Compliance Manual
Compliance with the Competition Act to protect
and promote healthy competitive markets in
Singapore
NA
NA
NA
Personal Data Protection
Act Policy
Compliance with the Personal Data Protection
Act 2012 relating to the handling and processing
personal data, complaint handling procedures,
and avenues for employees, customers, suppliers
or other contact persons of FCL to report any
concern that the policy may have been breached
Available at:
www.fraserscentrepoint.com/
html/protection.php
Environment, Health &
Safety Policy
Safeguarding the health and safety of all relevant
stakeholders and interested parties within its
premises and providing an environmental friendly
and safe place for them to work in or to conduct
their business
NA
In safeguarding the company’s independence in
audit results, our Internal Audit Department reports
directly to the Chairman of the Audit Committee.
These independent internal audits are designed
to improve the effectiveness of risk management,
control and governance processes. For further
details on our internal audit approach, please refer
to pages 137-165 on Corporate Governance.
In FY2015/16, no confirmed cases with regards to
bribery and corruption were reported.
Based on investigations conducted in FY2015/16
with regards to complaints received through
whistleblower channels, one case was substantiated
and appropriate actions were taken.
There were no incidents of non-compliance with
regulations and industry codes concerning marketing
communications for which fines were issued to the
Company.
92
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
ENVIRONMENT
At FCL, we are always conscious of the environmental impacts arising from our business activities. We firmly
believe that the impact can be managed responsibly in a commercially viable manner, and have therefore
been unreserved in our support of the Sustainable Singapore Blueprint 2015 and more recently, Singapore’s
Intended Nationally Determined Contributions submitted during the Conference of Parties 21 (COP 21).
COP 21 – SINGAPORE’S PLEDGE
24
BCA Green
Mark Awards in
Singapore
Reduce its emission intensity by 36%
from 2005 levels by 2030
Reduce its emissions by 16% below
business-as-usual levels by 2020
Stabilise emissions with the aim
of peaking around 2030
We are also aligning our practices to support BCA’s
second Green Building Master Plan which aims for
at least 80% of the buildings in Singapore to achieve
the BCA Green Mark Certified rating by 2030.
We incorporate energy efficiency measures into
the building design and carrying out energy audits
every three years. Our efforts not only helped us to
maintain our Green Mark awards, but also provided
us with the opportunity to review and improve our
energy efficiency practices throughout the life of our
buildings.
GREENING OUR BUILDINGS
To date, FCL has received a total of 24 BCA Green
Mark Awards in Singapore, out of which two were
Platinum, 4 GoldPLUS, 15 Gold, and 3 Certified. All of
our Singapore office and business space properties
have achieved BCA Green Mark Gold or higher, and
about half of our Singapore retail properties are BCA
Green Mark Gold or above. Furthermore, all our
office and business space properties in Singapore
have been certified with Eco-Office labels by the
Singapore Environment Council.
FCL’s efforts to ensure our buildings’ energy
performance remains sustainable have been
recognised on a national level by BCA. Alexandra
Point, Causeway Point and Capri by Fraser, Changi
City, Singapore were ranked in the top 10 in the
BCA Building Energy Benchmarking Report in their
respective Private Office Buildings, Retail Buildings
and Hotels categories for the consecutive years.
Alexandra Point and Causeway Point achieved
Green Mark Platinum, while Capri by Fraser, Changi
City, Singapore was awarded Green Mark GoldPLUS.
For more information, please refer to BCA Building
Energy Benchmarking Report 2016.
Approximately 80% of our investment properties
in Australia are Green Star Performance-certified
and 20% are NABERS-certified. We have set the
requirement for all of our new office, retail and
industrial developments in Australia to achieve a
minimum 5 Star Green Star Design & As Built rating,
representing excellence in sustainable design. This
is evident from the latest GRESB results, where our
commercial and industrial properties in Australia
were ranked first globally for diversified office/
industrial/non-listed funds, and second globally for
all diversified office/industrial funds (listed and
non-listed). Our exemplar performance is
evident from the GRESB results with year-on-year
improvement.
93
ANNUAL REPORT 2016 ENVIRONMENT
CREATING ENVIRONMENTAL AWARENESS
We continue our annual participation in Earth Hour
organised by the WWF. On 19 March 2016, over
a hundred of our global properties across all asset
classes switched off non-essential lights in common
areas for an hour. As a large commercial landlord
and owner-operator of hospitality assets, we have
taken the extra step to encourage our stakeholders,
tenants, shoppers, guests and patrons of our
properties to do their part. In conjunction with
Earth Hour, FH has continued to designate March
as Frasers Environment Month for the third year
running, during which a series of initiatives and
campaigns were organised to promote environmental
responsibility.
Employees are also engaged through a variety of fun
and exciting initiatives that promote sustainability
awareness, such as the Soap Box Derby Challenge
by the FH team in Singapore. The challenge required
employees to form their own teams to build human-
sized cars using recyclable materials to participate in
a race. Other events were also organised including
the Beach Clean Up Challenge at Changi Beach and
a visit to Semakau Landfill.
In Australia, the team carries out two major
environmental volunteering events every year – Clean
Up Australia Day and Schools Tree Day. Some 90 staff
volunteered in the former event nationally in March,
collecting about 100 bags of rubbish. In conjunction
with city-specific competitions, our Brisbane
team was runner-up for the Cleaner Communities
Brisbane award for their efforts. Our Australian team
participated for the eighth time in the Schools Tree
Day this year. 106 staff, with another 53 volunteers
planted some 1,505 trees and rejuvenated some
outdoor facilities across four schools.
In addition, our Australian team hosted numerous
staff engagement activities, including initiating
EnviroWeek, during which lunchtime talks on
sustainability topics were organised. In conjunction
with the World Green Building Week in September,
we ran a sustainable design competition for children.
In Singapore, we hosted our Australian sustainability
team and Ms Romilly Madew, the CEO of Green
Building Council Australia, and her team, during the
Singapore Green Building Week in September. We
shared our sustainability practices and hosted site
visits to our two BCA Green Mark Platinum buildings
– Alexandra Point and Causeway Point, which are
ranked among the Top 10 Most Efficient Private
Office and Retail Buildings in Singapore, respectively.
We also extended the same hospitality to a group of
Executive Master of Business Administration (EMBA)
students and their professor from Boston University
in March when they visited us as part of their EMBA
field trip to understand the risks and opportunities
within the environmental space in Asia.
94
FPA staff planted trees and rejuvenated outdoor facilities at four schools on Schools Tree Day
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES TOP 10 ENERGY
EFFICIENT BUILDINGS
IN SINGAPORE 2016
PRIVATE OFFICE BUILDING CATEGORY –
ALEXANDRA POINT
Alexandra Point is one of the Top 10 performing
private office buildings in Singapore’s BCA Energy
Benchmarking for two consecutive years. Although
it is not a new building, it managed to clinch the
BCA Green Mark Platinum award, with a 33%
reduction in energy use (from 2013 to 2014) through
the upgrading of the chilled water system (chillers,
condenser pumps, chilled water pumps, cooling
towers) and air handling units.
RETAIL BUILDING CATEGORY –
CAUSEWAY POINT
The BCA awarded Causeway Point the highest Green
Mark Platinum Award in 2011, after AEI works on
the building significantly improved its environmental
features. This is further affirmed by the BCA ranking
Causeway Point as among the Top 10 most energy
efficient retail malls in 2015 and 2016.
HOTEL CATEGORY – CAPRI BY FRASER,
CHANGI CITY, SINGAPORE
Capri by Fraser, Changi City, Singapore 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, Singapore has also won the Singapore
Green Hotel Award in 2013 and 2015. In both 2015
and 2016, BCA ranked Capri by Fraser, Changi City,
Singapore as among the Top 10 energy efficient
hotels, which further affirmed our environmental
sustainability practice.
SINGAPORE’S BUILDING ENERGY BENCHMARKING 2016
This is an annual publication under the BCA Singapore’s 3rd Green Building Masterplan.
Energy consumption data and building-related information are submitted to the BCA
on an annual basis for analysis and benchmarking. The report’s objective is to inform
owners and their operation teams on how well they have performed and to spur them
to initiate and implement progress to improve energy efficiency and reduce energy
consumption. The report ranks the Top 10 energy efficient buildings in five categories –
government office buildings, private office buildings, hotels, retail buildings and mixed
developments.
6
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95
FRASERS PROPERTY
AUSTRALIA: TOP IN
GRESB'S GLOBAL
ASSESSMENT FOR
DIVERSIFIED
OFFICE/INDUSTRIAL/
NON-LISTED FUNDS
Driving continual improvements in sustainable
performance across all operations, the progress of
FPA in sustainability is demonstrated by its exemplary
performance in the 2016 GRESB rankings.
FPA’s commercial and industrial portfolio is ranked
first globally for diversified office/industrial non-listed
funds, and second globally for all diversified office/
industrial funds (listed and non-listed). This is a great
milestone for us since we first participated in the
GRESB assessment in 2012. In terms of scoring from
seven different aspects, FPA scored 75 overall in
the 2016 assessment, achieving a 4 Star score from
GRESB.
GRESB Aspects
Score (out of 100)
Management
Policy & Disclosure
Risks & Opportunities
Monitoring & EMS
Performance Indicators
Building Certifications
Stakeholder Engagement
100
79
85
90
64
77
66
The results represent a fourth consecutive year of
improvement in GRESB scores for FPA, and are also
testament to the strong collaboration between FPA’s
sustainability and building operation teams.
FPA achieved the first Green Star Performance
portfolio certification in Australia, with 69 Green
Star-rated building projects. We have also launched
several 6 Star Green Star industrial facilities this year.
While FPA has been making substantial progress in
generating sustainable outcomes for its commercial
and industrial assets, we constantly strive to remain a
market leader in sustainability in the real estate sector.
1stOUT OF 3
1stOUT OF 4
Asia-Pacific/
Diversified –
Office/Industrial
Global/Diversified –
Office/Industrial
GRESB Health &
Well-being
1stOUT OF 13
2ndOUT OF 18
Diversified –
Office/Industrial/
Non-listed/Global
Diversified –
Office/Industrial
GRESB is an industry-
driven organisation
committed to assessing
the environmental,
social and corporate
governance performance
of real estate portfolios. It is widely known as a
global standard for assessing sustainability in real
estate.
By participating in GRESB, a company’s
sustainability performance is assessed based on
the following seven aspects:
1. Management
2. Policy & disclosure
3. Risks & opportunities
4. Monitoring & Environmental Management
System (EMS)
5. Performance indicators
6. Building certifications
7. Stakeholder engagement
In 2016, a record 759 real estate companies and
funds participated in GRESB.
S
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&
D
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96
ENVIRONMENT
ENERGY USE AND GHG EMISSIONS
[EN3, EN5, EN6, CRE1, EN16, EN18, EN19, CRE3]
We continue to work towards achieving a property
portfolio that is energy efficient. Overall, our building
energy consumption and energy intensity have
reduced by 8% year-on-year and 5% year-on-year
respectively in FY2015/16. We saw a reduction
in energy intensity from the Singapore retail and
office portfolio to our Australian office assets and
global hospitality assets under management. Our
carbon footprint (greenhouse gas (GHG) emissions)
decreased in tandem from 136,100 to 123,500
tonnes of CO2 equivalent.
In driving improvement, we focused on effective
communication with our facilities management
team about the Group’s sustainability goals. To
demonstrate our commitment to reducing energy
use, we have set a 10-year target with a 15%
reduction from the baseline of FY2014/15.
“FPA is driving continual improvements in
environmental performance across all our
operating sectors and this year’s GRESB
result validates our efforts”
Paolo Bevilacqua
General Manager
Sustainability,
FPA
8%
Building Energy
Consumption
5%
Building Energy
Intensity
Singapore retail – Changi City Point
Fraser Suites Glasgow, Scotland, UK
97
ENVIRONMENT
BUILDING ENERGY CONSUMPTION (GWh)
BUILDING ENERGY INTENSITY (kWh/m2)
231
234
216
120
119
113
250
200
150
100
50
0
FY13/14
FY14/15
FY15/16
FY13/14
FY14/15
FY15/16
Hospitality
Australia Office
Singapore Office
Singapore Retail
Hospitality
Australia Office
Group Intensity
Singapore Office
Singapore Retail
BUILDING GHG EMISSIONS ('000 tonnes)
BUILDING GHG INTENSITY (kg/m2)
135
136
124
100
70.2
69.1
64.5
80
60
40
20
0
FY13/14
FY14/15
FY15/16
FY13/14
FY14/15
FY15/16
Hospitality
Australia Office
Singapore Office
Singapore Retail
Hospitality
Australia Office
Group Intensity
Singapore Office
Singapore Retail
Notes:
• Energy consumption is reported for landlord area for commercial properties and total area for serviced residences and hotels
• Energy and GHG data currently covers more than 70% of completed buildings that we own and/or manage with operational control,
except MHDV portfolio and those that we acquired and/or managed less than one year ago
• Grid GHG emission factors are from Singapore Energy Statistics 2016, Australia National Greenhouse Gas accounts, China Climate
Change Info-Net, Reliable Disclosure Systems for Europe, German Association of Energy and Water Industries, India's Central Electricity
Authority, and the United Kingdom's Department for Environment, Food and Rural Affairs (DEFRA) for Singapore, Australia, China,
France, Germany, India and the UK respectively. For all other countries, emission factors are determined from trend analysis based on
DEFRA results for previous two years
98
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
WATER USE AND CONSERVATION [EN8, CRE2]
Our business operations provide us with many
opportunities to play a part in conserving water
use. Our buildings are fitted with water-saving
technologies such as tap flow restrictors/regulators,
dual-flush water systems, waterless urinal systems
and the Public Utilities Board's (PUB) Water Efficiency
Labelling Scheme 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 utility
providers, to play our part in achieving greater water-
efficiency. This year, Causeway Point, East Point Mall,
Northpoint, and the Centrepoint attained PUB's
Water Efficient Building (Basic) certification, joining
Bedok Point, Anchorpoint and YewTee Point, which
were previously certified.
In Australia, rainwater is collected at most
development projects and connected to irrigation
and toilet flushing systems for reuse.
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 and cooling towers. We
collect condensate from our AHU for reuse and also
4%
Building Water
Consumption
2%
Building Water
Intensity
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.
Overall, we have achieved a reduction in both water
consumption and intensity across our asset portfolio
under management. Our total water consumption
and water intensity have reduced by 4% year-on-year
and 2% year-on-year respectively in FY2015/16. The
reduction was mainly attributed to the Singapore
retail and Australia office portfolios. To demonstrate
our commitment to reducing water use, we have set
a 10-year target to reduce our water intensity by 15%
on the FY2014/15 baseline by FY2024/25.
BUILDING WATER CONSUMPTION (mil m3)
BUILDING WATER INTENSITY (m3/m2)
2.52
2.56
2.46
3.0
2.5
2.0
1.5
1.0
0.5
0.0
1.33
1.30
1.27
FY13/14
FY14/15
FY15/16
FY13/14
FY14/15
FY15/16
Hospitality
Australia Office
Singapore Office
Singapore Retail
Hospitality
Australia Office
Group Intensity
Singapore Office
Singapore Retail
Notes:
• Water consumption is reported for landlord area for commercial properties and total area for serviced residences and hotels
• The water data covers more than 70% of completed buildings that we own and/or manage with operational control, except MHDV
portfolio and those that we acquired and/or managed less than one year ago
99
ANNUAL REPORT 2016
ENVIRONMENT
WASTE MANAGEMENT [EN23]
Waste minimisation and recycling at
commercial buildings
In land-scarce Singapore, waste generation and
disposal remain one of the top environmental
issues in the country. As a major property owner
and manager, FCL recognises that our commercial
buildings produce a significant amount of waste
and we are committed to doing our part in waste
management.
FCL tracks waste disposal and recycling at our
commercial buildings, and implements initiatives
to reduce waste generation. We constantly look for
ways to spread the awareness of the 3Rs – Reduce,
Reuse and Recycle – in our operations.
Food waste management
F&B outlets in our shopping malls generate a
significant amount of food waste. Consequently, FCL
has been looking at adopting initiatives to promote
the reduction and recycling in this area. At Valley
Point, we are piloting the use of a food waste digester
with the possibility of adopting on-site food waste
recycling at our other malls. We are also partnering
with NEA in its Food Waste Reduction Outreach to
reduce food waste at our malls.
Paper recycling and conservation at corporate office
Paper comprises the bulk of waste at FCL's corporate
office. We emphasise the management of paper
use in printing and photocopying, and have been
educating staff on the need to move towards going
paperless. We use paper which has the Forest
Stewardship Council (FSC) or the Programme for the
Endorsement of Forest Certification (PEFC) labels, or
products under the Singapore Green Label Scheme
(SGLS). These products are produced based on
sustainably managed forests and controlled sources.
REDUCE REUSE RECYCLE
In FY2015/16, 13,000 tonnes of waste were
generated from 14 commercial properties1 in
Singapore. The waste intensity has decreased to
25.5 kg/m2 in FY2015/16 from 28.7 kg/m2 a year ago.
We will seek to improve the waste intensity in the
coming years.
To help monitoring, we track paper usage by
employees at our corporate offices. In FY2015/16,
4,591 reams of A4 paper and equivalent were
used and we have put in place measures to reduce
paper usage. Through setting default double-sided
printing, discouraging the printing of materials,
and shifting information online, we are progressing
towards a paperless environment.
Recycling bins have been made available at our
commercial properties to make it convenient for
shoppers and tenants to recycle waste. Retail tenants
have also been encouraged to segregate their waste
before disposal, to improve their recycling efforts. In
FY2015/16, 508 tonnes of waste from 14 commercial
properties were sent for recycling, with the bulk of it
being paper. This is an encouraging increase from the
467 tonnes reported in the previous year.
We have also invited National Environment Agency
(NEA) to deliver lunchtime talks to staff and tenants
on waste minimisation to further encourage 3R
practices in our operations. We constantly monitor
our recycling rates and are working on improving
recycling efforts at our commercial properties, which
include ramping up recycling of other materials such
as plastics and metals.
COMPLIANCE WITH REGULATIONS [EN29]
Environmental and safety compliance is a key
priority in our business processes, and we make
every effort to ensure that we comply with all rules
and regulations. Despite these efforts, five of our
development projects in Singapore have been fined
a total of approximately $70,000 with a total of
15 days of stop-work orders in FY2015/16, while
in Australia, the fines amounted to A$8,000.
In Singapore, the fines were imposed on our main
contractors due to incidents such as excessive noise
levels, mosquito breeding and safety breaches.
Together with our contractors, we have since taken
extra measures to minimise further incidents. We will
strive to improve our compliance and aim for zero
incidents of non-compliance with environmental laws
and regulations in the future.
1 The 14 commercial buildings comprise five office buildings (Valley Point, Alexandra Point, 51 Cuppage Road, China Square Central and
Alexandra Technopark) and nine retail malls (East Point Mall, The Centrepoint, Anchorpoint, Bedok Point, Changi City Point, Causeway
Point, Northpoint, YewTee Point and Robertson Walk)
100
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PEOPLE
an increasingly challenging environment. Strong
labour and management relations help us remain
nimble, and place us in a good position to tap into a
wealth of experience brought about by diversity and
retained talent. Our fundamental focus is to ensure
that each employee remains healthy and has a safe
work environment.
SAFETY FIRST [LA5, LA6]
At FCL, safety is a key priority. It is the foundation
upon which our project development and building
management processes are built.
We are mindful of the vulnerability of our business
operations to safety incidents right from the onset
of the development cycle. This is due to the nature
of the work which involves heavy manpower,
the handling of dangerous equipment, and
commitments to meeting deadlines.
Our people are critical for the sustainability of the
Group. With the rapidly changing landscape and
stakeholder expectations, FCL can only remain
relevant and sustainable through the concerted
efforts and talents of a skilled and adaptable
workforce. Staff training and development remain
key priorities, as we ready ourselves to navigate
Our safety criteria apply at various stages of the life-cycle of our buildings.
Stage
Safety criteria applied
Design
Carry out risk assessment using a Design for Safety procedure. The risk
assessment covers design, structure, mechanical and electrical (M&E) function
and landscape.
Tender
OHSAS
Require building contractors tendering for jobs to have safety standards
certification (i.e. OHSAS 18001 standard or its equivalent) in order to qualify
for consideration.
Construction
Conduct a joint monthly safety committee meeting with our main building
contractors, where health and safety issues are discussed. On a quarterly
basis, our management carries out safety inspection tours at all our
development sites.
Pre-operation
(For properties under
management)
Carry out risk assessment for daily facilities management activities.
Prior to attaining the Temporary Occupation Permit, the main contractor
and specialised contractors (e.g. M&E) jointly inspect and train the Facilities
Manager (FM) in operations and maintenance procedure.
Operation
(For properties under
management)
Conduct risk assessment and review risk areas annually. Appointed term
contractors are required to submit risk assessment prior to commencing work.
Main building contractors who are responsible during the defect liability
period have to submit a revised risk assessment for facilities management. As
part of day-to-day operations, the FM will carry out checks on lighting, toilets,
M&E services and water/electrical meter reading for anomalies. On a monthly
basis, our service providers will carry out inspections and maintenance works
on air-conditioning and mechanical ventilation system, electrical system/
switch board, lift, escalator, fire protection system, sanitary and plumbing
system, and landscaping.
101
ANNUAL REPORT 2016 PEOPLE
Over the years, FCL has established a healthy
workplace safety culture that has garnered strong
support from the senior management.
In strengthening our practices, FCL has
implemented workplace safety management
systems standards across various key business
operations to identify and control hazards, and
constantly monitor the performance and areas
for improvement. For example, occupational
health and safety management systems aligned
to OHSAS 18001 and its equivalent have been
implemented in our Singapore office and retail malls
operation, construction and project development
in Australia and corporate offices. Some of our
facilities management have also been awarded
BizSafe certification by the WSHC and the Ministry
of Manpower. In the near future, we have plans to
expand our management systems to cover a wider
scope of our operations.
Our senior management has been a leading advocate
in the real estate industry when it comes to safety.
Our Head of Development & Projects, Singapore,
Mr Cheang Kok Kheong, is currently the Deputy
Chairman of the Industry Committee (Construction &
Landscape) in the WSHC. In addition, Mr Cheang
frequently shares his experience with industry
stakeholders on Design for Safety (DFS) at workshops
organised by REDAS, Institute of Engineers Singapore
and BCA.
We endeavour to ensure compliance with the latest
workplace safety regulations and have in place
workplace safety policies and procedures that
are communicated to our staff. We regularly send
our key technical staff for training on workplace
safety practices. Recognising that safety is a joint
responsibility, we work closely with our main
contractors to ensure that construction sites are
conducive not only for our staff, but also the staff of
main contractors, sub-contractors and suppliers, and
the public where applicable.
Safety talk for cleaners at China Square Central
First aid training at Fraser Place Manila
102
Lifting training at Hotel du Vin Cambridge
Wellness training at Fraser Property China's Shanghai office
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Smoothie Day at Fraser Suites Sydney
Live Life Get Active at One Central Park, Sydney
Healthy Walk by staff at Fraser Place Shekou Shenzhen
103
ANNUAL REPORT 2016 WHAT IS DESIGN FOR
SAFETY?
We pay specific safety attention to a few areas:
Safety in design and construction has to be
addressed at three levels: Planning, Programme
and People.
Design for safety (DFS) is the focus at all three
levels, where the party creating the risk must
address the issue at source. DFS therefore goes
beyond the architects and engineers to include
the contractors, sub-contractors and workers
implementing sequence of works, formworks,
tip-enhanced Raman spectroscopy and gondolas.
However, the focus and effectiveness of DFS is at
the planning stage, particularly at concept design
and design development. Planners, architects,
engineers and contractors are most effective
when design risk assessment is front loaded.
The guideline in DFS helps reduce accidents
and fatalities by addressing risks from design
development through construction, to usage
and maintenance.
FCL, in partnership with its building consultants
and contractors, seeks improvements in
productivity through the processes, which
mitigates design risk, improves labour efficiency,
reduces construction risk and cost with an
efficient sequence of work, and improves quality
and workmanship.
• Safety in design to reduce dangerous practices
• High risk activities such as working at height
• Materials handling and traffic management
• Personal protective equipment
We are proud that in FY2015/16, our construction
sites in Singapore recorded zero fatalities. During
the financial year, we had seven projects under
construction. The total lost-time injury rate was 1.2
incidents per million man-hours worked and the
severity rate was 23.2 lost-days per million man-
hours worked.
Our Australian in-house construction operations
experienced 12 lost-time injuries during the year,
which translates to a lost-time injury rate of 2.2 per
million man-hours. The number of lost-days totalled
to 201 days, which resulted in a severity rate of 36.2
per million man-hours. This was due to two incidents
involving a worker falling from a three-metre height
and another worker injuring his finger. Our staff on
the ground regularly communicate with and report to
both FPA’s Board and Management, and continue to
address safety issues and mitigation areas.
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PEOPLE
Completed Buildings
FY2015/16
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
Singapore
China
Australia
Hospitality
0
0
0
0
0
0
3
98
1.4
44.1
0
1
4
1.3
5.0
0
1
6
78.7
0
32
970
5.5
472.1
165.6
Note:
Our health and safety data has been aligned to the Singapore’s Ministry of Manpower requirements with the definition of lost-time injury being
more than three days’ medical leave due to injury
For the completed properties that FCL manages,
there was some variances in the safety performance.
For our Singapore commercial buildings, there was
an increase in the lost-time injury rate to 1.4, from
0.4 a year ago, while the severity rate jumped to 44.1
from 3.0 a year ago. The increase in severity was
due to three injury cases. There were also several
injuries reported at our Hospitality SBU. Although the
number of lost-time injuries is lower at 32, compared
to last year, the lost-time injury rate (5.5 per million
man-hours) and severity rate (165.6 per million man-
hours) are higher than a year ago. We note that the
majority of incidents reported by our Hospitality SBU
involved staff who were injured when they tried to lift
certain items or they slipped and fell. It is imperative
that we put in place processes and provide safety
training to keep such incidents to a minimum and we
have since embarked on several initiatives to drive
home our commitment to workplace safety.
We will continue to improve our safety processes
across our various business units and departments.
Led by senior management, we have begun refining
the Group’s safety policies by first understanding
and assessing how each business unit currently
practices health and safety management, both on
site and at each property. Our aim is to implement a
comprehensive set of policies across all our business
units and training to share workplace safety best
practices across the Group. To further emphasise the
importance of health and safety, we organised our
inaugural Frasers Health & Safety Month in August
2016, and will make this an annual event.
FRASERS HEALTH &
SAFETY MONTH 2016
Our inaugural Frasers Health & Safety
Month was organised in August
2016 with the aim of reinforcing the
importance of health & safety (H&S)
in the corporate culture, as well as
raising awareness of H&S issues among
staff. The inaugural theme was “See
Something, Do Something”, which
revolves around the broad messages
of raising awareness among staff, for
everyone to take ownership of safety
around them while taking steps to stay
healthy.
A H&S programme was rolled out during
the month, which included activities
for the staff across the globe such as
the Frasers Global Running Challenge.
Property-level events like safety
inspections and talks, fire drills, first aid
demonstrations and fitness sessions were
also organised.
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106
CORPORATE OFFICE OUTREACH PROGRAMME
Frasers H&S Carnival was held at FCL’s corporate office, where
it featured H&S awareness activities and a bazaar with vendors
selling health- and wellness-related merchandise. A free health
screening was also offered to all staff where blood tests and body
assessments (e.g. blood pressure, body mass index) were carried
out. Staff were then given individual consultations on steps to
take to improve their health.
PROPERTY-LEVEL PROGRAMME
To ensure that all staff were engaged in the H&S month, all SBUs
carried out H&S activities relevant to their operations at each
property/project under management. Activities included:
• Workplace safety workshops
• First aid, cardiopulmonary resuscitation, fire extinguisher
training
• Emergency and fire drills
• Health screening and wellness talks
• Fitness and sports events
• Workplace H&S quiz and discussion
• Massage sessions for staff
• Non-routine safety checks
FRASERS GLOBAL RUNNING CHALLENGE
The Frasers Global Running Challenge was organised as a
group-wide activity. The Challenge required staff to accumulate
their running mileage for the month of August for submission.
The inaugural competition was well received with 114 staff from
the Group’s properties worldwide participating in the event.
Together, they logged a total distance of 4,139 km.
Through the inaugural H&S outreach programme, we successfully
engaged approximately 5,200 staff (including contractors’ staff).
To further enhance the H&S culture, we have designated every
August to be Frasers Health & Safety Month.
TOUR DE FRASER –
A VIRTUAL TOUR
One of the more interesting
activities organised by our staff
this year would be Tour de
Fraser by Fraser Suites Glasgow.
The team used a stationary bike
and cycled 825 km, the distance
between all Fraser properties
in the UK. This was aimed at
promoting both teamwork and
exercise. The team achieved the
distance in 30 hours, burning an
impressive 15,500 calories (the
equivalent of 60 Big Macs).
PEOPLE
Fire evacuation drill at Fraser Place Tianjin
Planting Day at Capri by Fraser, Ho Chi Minh City
Safety talk at FPA
Frasers Health & Safety Carnival at FCL's
corporate office in Singapore
PEOPLE
ENHANCING STAFF WELL-BEING
We believe in the importance of taking care of our staff's well-being. Our Corporate Wellness Committee
planned a year-round programme around the themes of team building, personal development and health.
This programme was founded on our motto “Make Wellness Part of Your Life: Regular Exercise. Eating Right.
Staying Positive”. During our inaugural Frasers Health & Safety Month in August 2016, staff were engaged
through a series of events and activities to improve their understanding and awareness of health and safety
at FCL. The Frasers Centrepoint Bursary Award is part of our holistic approach towards promoting staff well-
being. For the last three years, we have been providing financial assistance to children of our staff to help with
their education expenses.
Staff activities and programmes in FY2015/16 included:
SOCIAL & FAMILY EVENTS
FITNESS PROGRAMME
SPORTS EVENTS
• Kpop X Fitness
• Zumba
• Marathon subsidies
• SGX Bull Charge Charity
Run (Official T-shirt Sponsor)
• Bowling Tournament
• REDAS Bowling Friendly
• Walk/Jog sessions
• Frasers Global Running
Challenge
• Annual Staff Dinner &
Dance
• Family Day at Gardens By
The Bay
• Eat with Your Family Day
• Health Screening
• Mental Health and Wellness
Talks
• Healthy Cooking Class
• Counselling Hotline and
E-Articles
• Health Advisory EDMs
• Frasers Centrepoint Bursary
Awards
• Back to School with Dad
108
Five-year long-service award recipients at the Staff D&D 2016
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
In Singapore, a joint Staff Dinner & Dance (D&D)
was held with our sister companies, Fraser & Neave
Limited, Times Publishing, F&N Foods and InterBev,
at Marina Bay Sands this year. The event saw a total
of 840 attendees from FCL. The theme for the night
was “Back to the Future”and staff came dressed as
various retro and futuristic movie characters. During
the D&D event, long-service awards were presented
to a total of 141 FCL staff who have served from five
years to 40 years. In China, FCL staff from offices
across Shanghai, Chengdu and Suzhou gather every
year for a company trip to various parts of China.
In 2016, our colleagues chose Jilin, Xuexiang and
Harbin for a five-day trip, which also involved a day
of team-building activities.
In Australia, the focus remained on employee well-
being. Staff activities including health checks, Family
Day activities, Employee Assistance Programme/
Counselling, Mindful Employer Training, flexible
work practices, matching of fundraising for events
involving staff participation, SBU team building and
planning activities were organised over the course
of the year. We also expanded our partnership with
Medibank Private for discounts in private health
insurance and the establishment of an online health
portal for FPA staff.
FCL staff orientation held in Singapore
Frasers Suites Sydney staff at the Colour Run 2016
Five-year long-service award recipients at the Staff D&D 2016
PEOPLE
SUPPORTING STRONG FAMILY BONDING
We believe that nurturing strong family bonds is the
key to greater work-life harmony for our staff. We
organise various activities each year that involve our
staff and their families. In May this year, we brought
more than 1,600 staff and their family members to
Gardens By The Bay for the FCL Family Day. We also
supported Eat With Your Family Day by granting our
staff early release to spend time with their families.
During Chinese New Year, Group HR brought cheer
and well-wishes by delivering goodie bags to each
staff located at various premises in Singapore.
STAFF MANAGEMENT [LA4]
Staff management is an important aspect of business
management. When handled well, it can have a
positive impact on the company’s sustainability.
With human capital being a critical element of FCL’s
business model, it is important for us to pay close
attention to this area. FCL is a signatory to the TAFEP
in Singapore and is committed to adopting fair
employment practices and principles as guided by
TAFEP. We also draw guidance on good practices
from the Singapore National Employer Federation, of
which FCL is a member.
We are proud that we have maintained a healthy
workforce that is diverse in terms of age, gender
and skill sets. With operations in more than 80 cities
across 26 countries, FCL’s workforce is made up
of people of different nationalities. Following the
acquisition of the Malmaison Hotel du Vin group,
which comprises 29 boutique hotels, in 2015,
the UK is currently home to our largest workforce.
Our statistics show an almost equal gender balance
with a male to female ratio of 53:47. We also have a
relatively young workforce, with 53% in the core age
group of 30-49 years old. Non-executive staff make
up 75% of our workforce, due to the labour-intensive
nature of our property management services at retail
malls, office buildings and serviced apartments/
hotels operations.
Having a diverse talent pool encourages growth,
innovation and inclusivity, all of which contribute
positively to business performance and the
community. As laid down in our Code of Business
Conduct, FCL is committed to providing equal
employment opportunity based on meritocracy and
the elimination of discrimination in support of diversity.
110
FCL Family Day at Gardens By The Bay
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES 13
34
25
2
25
BY AGE
GROUP (%)
47
BY
GENDER (%)
53
BY
TYPE (%)
BY
COUNTRY (%)
47
53
<30 years old
30-49 years old
>50 years old
Male
Female
Note: The data covers all 4,266 FCL staff globally
STAFF RETENTION AND DEVELOPMENT
[LA1, LA9, LA11, S04]
Employee retention continues to be an important
area of focus for us, as our people drive our success.
We seek to retain our knowledge pool, while
introducing a managed stream of new talent and
skills.
As of 30 September 2016, we have a total of 4,266
employees globally, which is an increase from 4,062
employees a year ago. Our headcount grew, largely
due to expansion of our operations in Australia and
acquisitions by our Hospitality SBU. Our hiring rate of
47% was higher then our turnover rate of 40%. The
hiring rate and turnover rate for Singapore were much
lower at 20.7% and 17.2% respectively, well below the
national average turnover rate of 22.8%.
75
Executive
Non-Executive
20
6
Singapore
Australia
China
UK/Europe
Others
We treasure and appreciate our employees by
providing a range of benefits and welfare that are
aligned with the industry. These include retirement
plans (where applicable), parental leave and medical
insurance, bonuses and share plans (for relevant
staff) in addition to basic salaries. We constantly
benchmark our remuneration packages with the
market to stay competitive. We also support
employees who wish to stay in their jobs post
retirement, in accordance with the Retirement and
Re-employment Act in Singapore.
NUMBER OF EMPLOYEES, NEW HIRES AND
TURNOVER
4,266
4,062
2,350
4,266
Employees Globally
2,023
1,700
1271
572
1,038
421
No. of employees
New hires
Turnover
FY2013/14
FY2014/15
FY2015/16
111
ANNUAL REPORT 2016
PEOPLE
We are committed to continually investing in and
developing our people. We believe that having strong
innovative leadership and a dedicated workforce are
key in driving and sustaining our growth and success.
Our in-house training team creates and provides
training for all staff, offering a wide range of courses
through our learning directory. Employees may also
initiate requests for specific training needs. Through
our onboarding programme and regular email
updates, employees are kept cognisant of updated
policies and procedures. For example, we conducted
a training course on “Changes to Companies Act”
and “Prevention of Money Laundering & Financing of
Terrorism” for all executive staff from our Singapore
business units in FY2015/16.
BUILDING CAPABILITIES AND DEVELOPING
OUR PEOPLE
Total Learning Hours
60%
FY2015/16
103,697
FY2014/15
64,670
staff training activities. On average, we achieved
the target of 40 training hours per employee, which
we had set a year ago. Approximately 56% of
total training hours were clocked by non-executive
employees, while executives accounted for 44%. We
are committed to raising the quality of training and
performance next year. We continue to allocate 2%
of our payroll costs for training and development
purposes.
We have continued to demonstrate our commitment
to building capabilities and enhancing competencies
for our employees. In FY2015/16, the total learning
hours invested in employees across our global
operations increased to 103,697 hours. This is a
remarkable 60% jump from 64,670 hours clocked in
FY2014/15 due to concerted efforts to enhance our
We have also introduced a new SkillsFuture Learning
leave policy for all Singaporean employees in FCL.
All Singaporean employees are given two days of
learning leave which they may apply for to attend
a SkillsFuture course. This is in support of the
Singapore government’s SkillsFuture Credit initiative
to encourage Singaporeans to develop themselves.
TRAINING HOURS1
TRAINING HOURS BY EMPLOYEE TYPE (%)
40
27
26
44
56
45,778
64,670
103,697
FY13/14
FY14/15
FY15/16
Hours
Per staff
Executive
Non-executive
112
1 The training data do not capture those from MHDV staff
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
In FY2015/16, a series of leadership talks was
introduced for all our senior leaders to learn from
external business leaders and subject matter experts.
At this learning platform, the latest in business
practices, trends and thought leadership are shared.
Our speakers were given opportunities to interact
with these leaders who have significant corporate/
commercial experiences. Topics shared included
mega trends and leadership responses, technology
trends and how they are shaping businesses,
corporate governance trends and challenges and
cultural diversity. A total of four talks were organised,
which were attended by 127 leaders and managers.
We also continue to nurture our middle management
through our annual 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 strengthened their
commitment to the Group. Besides enhancing 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 Australia, FPA has committed to training all
relevant staff in sustainability or innovation by 2017.
STRIVE FOR SERVICE EXCELLENCE
Every year, we send our frontline staff for training to
improve the service quality. Our efforts have shown
good results as seen 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 118 award recipients
from FCL in 2016, comparable to 119 recipients in
2015 and 108 in 2014.
L.E.A.D. Programme participants
113
ANNUAL REPORT 2016 PEOPLE
LOCAL COMMUNITIES
As landlords and developers, we regularly interact with
our local communities which include tenants, shoppers,
homebuyers as well as members of the public. We are
aware that our day-to-day operations may affect them,
directly or indirectly. FCL, therefore, strives to make
those impacts and interactions as positive as possible.
We endeavour to give back to our communities
through our Corporate Social Responsibility (CSR)
efforts and to play a part in the development of our
communities. Our CSR initiatives include fundraising,
contributing space for events and outreach activities,
engaging with our neighbours, supporting the arts and
actively participating in community projects. Through
this wide range of activities, we hope to address
the varied needs of different sectors of the local
communities and make a real difference to those
who have been key to our business success.
Globally, the Group has adopted Wellness as
our focus for community initiatives. In Australia,
through three categories – Restoring Resources,
Progressive Thinking and Community Focus – we
articulate our commitment to environmental and
social sustainability, and document our intentions
for the future. Increasing the social value of our
communities is one of these goals, and we are
now developing a shared value measurement tool.
In Singapore, the Group launched the Frasers
Centrepoint Wellness Grant for tertiary institutions.
Site visit by our Australian sustainability colleagues and the GBCA team at Alexandra Point
FPA staff volunteering for A ReaL MeaL in Melbourne
FCL staff volunteered at and participated in RUN@SUTD, funded by the
Frasers Centrepoint Wellness Grant
Starting with the Singapore University of Technology
and Design (SUTD), FCL provided seed funding for
student-driven community projects. We plan to extend
the grant to more tertiary institutions over time.
Involving our people
We strive to engage communities through employee
interaction and volunteerism. Our staff are therefore
encouraged to volunteer their time in support of
events and activities that would positively impact
their local community. Our staff contributed a total
of 400 volunteer days in FY2015/16. Volunteerism
activities included FH staff helping to clean beaches,
celebrating Ramadhan with children from the Rumah
Amal Limpahan Kasih Welfare and Education Centre
in Kuala Lumpur, and participating in the Run for
Fun Suzhou whereby registration fees were donated
to charitable causes. Staff from the FCL corporate
office participated in RUN@SUTD as runners and
volunteers. Registration fees for the run were
donated to the Singapore Disabled Sports Council.
Raising global environmental awareness
In support of global environmental sustainability
awareness, FH, together with WWF-Earth Hour,
launched the ‘Just One’ hotels programme this year.
Under this programme, guests are invited to support
WWF's critical climate projects by contributing an
additional $1 for every night spent at participating
FH properties. Through ’Just One’, FH aims to
raise at least $3 million by 2020 for WWF as a
commitment towards environmental conservation.
FCL's team at the SGX Bull Charge Charity Run 2016
FPA staff participated in Clean Up Australia Day in Queensland
Earth Hour celebration at Fraser Residence
Kuala Lumpur
115
ANNUAL REPORT 2016
‘JUST ONE’ HOTELS
PROGRAMME –
PIONEERING A
CLIMATE ACTION
PROGRAMME WITH
WWF-EARTH HOUR
Demonstrating its continued support
for global environmental sustainability
awareness, FH, together with WWF
Earth Hour, launched the ‘Just One’
hotels programme.
Under this pioneer programme, guests
are invited to support WWF's critical
climate projects. By adding an additional
$1 for every night spent at participating
FH properties, guests will be donating
towards protecting the habitats of
millions of wildlife around the world.
The funds raised will contribute to
WWF climate projects such as WWF's
Education programme, which seeks
to make environmental education an
integral part of the school's curriculum.
World Wide Fund for Nature (WWF)
is an international non-governmental
organisation working towards the
protection of nature and the planet.
The organisation partners foundations,
governments, businesses and
communities in conserving the world’s
most ecologically important regions and
reducing Man’s ecological footprint. As
an associate of WWF, Earth Hour Global
116
Having piloted the programme in July 2016 at all Singapore
properties, ‘Just One’ will be rolled out progressively in 2017
in Australia and the UK. The restaurants in the hotel will be the
key venue of collecting donations. Adding to the list will be
properties from the Middle East, China and the rest of Southeast
Asia.
Through ‘Just One’, FH aims to raise at least $3 million by 2020 for
WWF as a commitment towards environmental conservation. As a
pioneer of the programme, FH also hopes to be an advocate for
similar environmental commitments within the sector.
is a registered charity delivering an annual worldwide movement in
March under the Earth Hour brand to turn off non-essential lights
for one hour.
Having started in Sydney in 2006, the brand has grown
exponentially over the past decade and has now achieved
participation from over 170 countries.
“We are grateful to Frasers Hospitality for their
support and commitment towards our vision of
collectively creating a better future for our shared
home – planet Earth, for ourselves and generations
to come.”
Siddarth Das
Executive Director, Earth Hour Global, WWF
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PEOPLE
Providing financial assistance
This year, we sponsored $130,000 towards various
charitable activities and causes. They included the
SGX Bull Charge Charity Run in support of the Asian
Women’s Welfare Association, Autism Association of
Singapore, Fei Yue Community Services and Shared
Services for Charities. We also raised a total of
$1 million for various causes and activities.
The launch of ‘Play It Forward’, a joint initiative
of Frasers Centrepoint Malls and the Community
Chest, saw $145,000 raised for Family Service
Centres. These community-based focal points of
family resources provide social support for families
facing difficulties. This year-long initiative involves
inviting shoppers to give back to families in need by
donating a minimum sum of $5 to experience
15 minutes of play time in a charity ball pool. Frasers
Centrepoint Malls matches shoppers’ donations
dollar-for-dollar up to $30,000 to spread cheer to
families and individuals in need.
Staff of Frasers Centrepoint Malls and Community Chest at the
Launch of ‘Play It Forward’
Through the Frasers Property Foundation, FPA
donated $85,000 to 24 charities this year, in a
combination of corporate donations and matching
funds raised by staff members. Many of FPA’s
initiatives launched in previous years are still going
strong. The Central Park Plunge now in its second
year, held in support of the Ronald McDonald House,
The Fiona Wood Foundation, Kids’ Camp and
Anglicare Western Australia, raised funds in excess
of A$460,000. Step Up for MS, one of the iconic
events for the Multiple Sclerosis Society of Western
Australia, raised funds totalling A$92,879, with the
Central Park management team making a donation of
A$10,000 towards the cause.
Central Park Plunge, Perth
117
ANNUAL REPORT 2016 PEOPLE
Sharing our space
We continue to support the community by
contributing our spaces for various charitable and
outreach events. We believe that our commercial
spaces are where people gather and present
opportunities for social engagement.
Several outreach events were held at our malls this
year, including awareness sessions conducted by
non-profit organisations. Valley Point extended
complimentary usage of atrium space to Privilege
Enterprise Group, a social enterprise which creates
employment opportunities for people from all walks
of life. Funds are earned through the sales of food
items at the atrium to support the beneficiaries'
education as well as their families. Anchorpoint also
shared its atrium space in support of the awareness
campaign for the Special Olympics, a grassroots
community movement dedicated to empowering
and transforming the lives of people with intellectual
disabilities. Hair for Hope 2016, Children's Cancer
Foundation's signature fundraising event was also
held at Waterway Point.
A magic show at Northpoint's
Children's Day party
Performances at the Singapore Youth Festival held at Causeway Point
118
Republic Polytechnic's National Pushcart Challenge at Causeway Point
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Connecting with our neighbours
FCL believes that social inclusivity is valued in FCL
as we believe that it is a fundamental block of social
cohesion. As part of the Yellow Ribbon Project,
Changi City Point arranged for a travelling exhibition
to educate the public about the rehabilitation and
re-integration of ex-offenders into mainstream
society. The campaign seeks to inspire potential
volunteers and to reach out to the public.
Encouraging social interaction during festive
seasons creates positive memories and helps
foster a greater sense of community. We organised
neighbourhood celebrations during various festivals
and invited members of the community to join
in the fun. Key events included the Mid-Autumn
Walk at Bedok Point organised with the People's
Association and Kampong Chai Chee Community
Centre in Singapore, as well as the Cockburn Billy
Cart Festival and Chinese New Year celebrations at
Queens Riverside in Australia. In China, our Baitang
Neighbourhood Committee in Suzhou held the annual
Mid-Autumn Festival celebration on 9 September for
Baitang One residents. Our Suzhou office provided
space at Baitang One Retail Street Mall (Parkville Point)
for the event. Besides being a venue sponsor, we also
sponsored prizes worth approximately RMB10,000 for
the event’s lucky draw.
Mid-Autumn Festival celebrations at
Bedok Point
Chinese New Year celebrations at Queens Riverside, Perth
Performances by musicians with special needs at VSA Annual
Art Exhibition at Changi City Point
Donated groceries to those in need within the community at
YewTee Point's Care and Share Event
119
ANNUAL REPORT 2016 PEOPLE
Supporting the Arts and Heritage
We continue to take a keen interest in promoting
local arts and heritage. This year, we supported the
PAssion Arts Festival where some 50,000 residents
created artworks which were attached to the sides
of public housing blocks and condominiums across
Singapore. We also hosted An Ecstatic Vision at
Changi City Point, an art exhibition organised by
Very Special Arts (VSA) Singapore to showcase more
than 100 pieces of artwork by artists with special
needs. FH provided close to $300,000 worth of
accommodation for performing arts groups for a
number of productions in Singapore, including
KidsFest 2016 and Seussical the Musical – ABA
Productions Limited; Shakespeare in the Park, Romeo
and Juliet – Singapore Repertory Theatre; Hotel
– Wild Rice Limited; and Rent – Pangdemonium
Theatre Company Limited.
We are also active in the arts scene in Australia,
with FPA jointly sponsoring and hosting the VIVID
Arts Festival and Sydney Architecture Festival as
well as BEAMS Arts Festival with Sekisui House. For
the fourth consecutive year, Central Park Perth held
the As We Are art exhibition, featuring the works of
disabled artists from Perth. The inspiring exhibition
this year provided good exposure for the artists,
with the biggest turnout to date and the largest
number of attendees on its opening night. The event
successfully raised A$9,000 from the artworks sold.
Shoppers appreciating artwork at VSA Annual Art Exhibition
at Changi City Point
VIVID Arts Festival 2016, Central Park, Sydney
120
Sydney Architecture Festival, Central Park, Sydney
BEAMS Arts Festival 2016, Central Park, Sydney
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INNOVATION
What we do today determines our success in the future. Our strategic
investment in our people through staff development programmes and
managing a talent pool with the right skill sets helps to future-proof
our business.
SETTING STANDARDS IN DESIGN AND FEATURES
We have reaped tangible results from the non-financial investments we
made. In 2008, FCL was the first developer in Singapore to introduce
dual-key apartment units when we launched the Caspian Condominium
project, which was since replicated in our other projects including
8@Woodleigh and Esparina Residences Executive Condominium.
This year, we piloted Building Information Modelling – Virtual Design
and Construction (BIM-VDC) modelling in the project management of
one of our developments, Northpoint City. VDC allows us to virtually
explore innovative ways to enhance efficiencies in the built environment,
while improving construction quality – a win-win solution with positive
impacts to the bottom line, the environment and the retail experience.
In the development of new properties, we look to create vibrant and
liveable spaces to live, work, and play in. These spaces are not only
socially inclusive, but also integrated with nature and heritage. We
therefore strive to achieve the following in the design of new projects
to ensure that our developments cater to the varying needs and users'
diverse needs:
• Seamless connectivity to transport infrastructure and neighbouring
developments (e.g. streets, walkways, buildings, parks)
• Intuitive way-finding and enhanced accessibility of amenities and
features for users with diverse abilities and mobility
• Creation of communal spaces that are conducive for all age groups
and persons of diverse physical abilities
• Incorporation of natural and/or cultural heritage into communal areas
of the development
Esparina Residences Executive Condominium, Singapore
121
ANNUAL REPORT 2016 INNOVATION
Watertown was designed as the Coastal Town
of the 21st Century in Singapore, harnessing the
historical and natural beauty of Punggol Waterway
while providing seamless 24/7 connectivity to
the Waterway and Promenade. The mixed-use
development integrates transport infrastructure,
family-oriented amenities and the greenery of
the Punggol Waterway into its design, ensuring
accessibility to people of varying mobility and
age groups while creating community spaces for
public interactions. In recognition of its user-centric
and socially inclusive design, Watertown has been
awarded the Universal Design Mark GoldPLUS (Design)
Award by BCA.
We continue to embrace Universal Design practices
in the development of Northpoint City, which has
taken a similar approach. When completed in 2018,
Northpoint City will provide barrier-free access and
seamless transport connectivity with transportation
networks, while integrating public and private spaces
for the convenience of users. The development will
also weave nature into its design, infusing vibrancy
into the Yishun suburb.
CREATING THE WORLD’S MOST SUSTAINABLE
RETAIL CENTRE
In Australia, we are proud to have partnered the
Living Future Institute of Australia and launched the
Brickworks Living Building Challenge. It is a future-
focused design competition that calls on design
teams, professionals, students and anyone interested
in a regenerative future to re-imagine the possibilities
for the sustainable shopping centres of tomorrow.
The Living Building Challenge is the world’s most
aspirational and rigorous green building performance
standard and its certification acts to rapidly diminish
the gap between current limits and the end-game
positive solutions. With this design competition, we
hope to create an opportunity for the world’s most
passionate people in sustainability to conceptualise a
retail centre design that shifts all our thinking forward.
We believe we have made the right decision in
choosing to ride on the spirit of innovation to create
a distinct brand differentiation and are excited to see
what else the future brings for us as we continue on
our journey to build a sustainable company.
LITTLE THINGS THAT MAKE THE DIFFERENCE IN
HOSPITALITY
As part of our commitment toward ”Living The
Vision”, FH created a system which encourages
staff from all our properties to submit innovative
ideas to improve guest experience, staff experience
and profitability. The result of this initiative was the
implementation of ideas such as the creation of a
”culture wall” to motivate and provide a warmer
ambience for the back-of-house at various properties.
Another staff-initiated activity is the free Mandarin
lessons they offer to guests to not only teach the
language but also impart knowledge about Chinese
culture.
122
Watertown, Singapore
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES an on-ground experience of the actual construction process,
improving predictability before project execution and enhancing
project efficiency.
Improved risk awareness: Through visualisation of the
construction process, possible clashes on site were detected
early and prevented. Actual work was better planned resulting in
smoother and safer execution.
Time efficiencies: With need for re-work minimised and
coordination among the team improved, FCL achieved three
days of lead-time reduction that was useful in supporting other
activities.
Resource efficiencies: Reduction in energy use and material
wastage during construction and building management was
achieved, consequently reducing the impact on the environment.
To share our learnings with the industry, we shared our
experience in the use of VDC with the industry, by presenting the
case study at the REDAS BIM Symposium in September 2016.
VIRTUAL DESIGN
AND CONSTRUCTION
MODELLING FOR
GREATER BUILDING
EFFICIENCIES
In developing new properties, FCL is
constantly seeking new technology and
innovative ways to enhance efficiencies
in the built environment, while improving
construction quality. FCL takes pride
in being one of the first two private
developers in Singapore to adopt the
Building Information Modelling-Virtual
Design and Construction (BIM-VDC)
modelling in the project management
of one of our developments, Northpoint
City. It is also the first mixed development
in Singapore to adopt VDC, which is the
advanced module of the BIM.
While it has become common for
developers in Singapore using the BIM
to integrate construction information
across various disciplines, FCL took a
step further with BIM by utilising VDC to
create a virtual prototype of the building
design and construction. The prototype
provides designers and engineers with
Northpoint City is an exciting integrated development located
in the heart of Yishun. Featuring the largest mall in the North
of Singapore, Northpoint City will also contain Singapore’s first
Community Club within a shopping mall.
A town plaza the size of 10 basketball courts, an air-conditioned
bus interchange, and North Park Residences, a 12-block
residential development comprising 920 residences, completes
the iconic development.
The development will also offer seamless connectivity to public
transport and a cycling network to support the government’s
plan to go car-lite.
123
ANNUAL REPORT 2016 CREATING THE
WORLD’S MOST
SUSTAINABLE RETAIL
CENTRE
In an effort to redevelop and regenerate the former Burwood
Brickworks site in Melbourne, FPA has dedicated a new retail project at
the site targeting the Living Building Challenge (LBC) standard, one of
the most stringent green building certifications in the world. Together
with Living Future Institute Australia, the Brickworks LBC design
competition was launched, with the aim of unlocking new possibilities
in sustainable design in retail. The project prides itself in being the
world’s most sustainable retail centre in the making.
Winning design by dwp|suters for the Brickworks Living Building Challenge
To achieve the “Living Building” title, strategies for Brickworks were laid
down by FPA in relation to LBC’s performance areas.
Performance Area
Strategies
Place
Water
Energy
Health +
Happiness
Materials
Equity
Beauty
S
E
I
R
A
I
D
I
S
B
U
S
&
D
E
T
I
M
I
L
T
N
I
O
P
E
R
T
N
E
C
S
R
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S
A
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124
• Increase the ecological value of site
• Dedicate 20% of site for food-growing
• Set aside land away from project in perpetuity
• Be car-lite
• Achieve a 100% closed loop water system
• Achieve net positive energy (105%) without combustion
• Have operable windows in regularly-occupied spaces
• Implement volatile organic compounds limits on
interior building product, cleaning protocol using
environmental products and indoor air quality testing
• Include elements that nurture the human-nature
connection
• Specify, select & install non-red list products
• Calculate and offset embodied carbon
• Use 30+ ‘Declared’ products and the Forest
Stewardship Council timber throughout
• Use ‘Local’ materials, products, consultants
• Ensure infrastructure is provided for recycling
• Limited exposed car parking
• Minimise impact to local fresh air, natural waterways
• Donate a portion from every dollar invested to a
charity of choice
• Engage/encourage consultants and sub-contractors to
undertake JUST certification
• Introduce public art
• Have public education about the operation and
performance of the project
The LBC is a sustainable
building certification
programme created by
the International Living
Future Institute in 2006.
It is a performance-
based standard where
each development
has to comply with 20
general imperatives
arranged under seven
performance categories
before achieving the LBC
certification. Known as
one of the world’s most
exacting green building
standards, only 11 “Living
Buildings” have been
successfully certified.
GRI CONTENT INDEX
(G4 CORE)
The report is prepared in accordance to the guidelines laid out by the Global Reporting Initiative (GRI) G4 Core.
The table below summarises our disclosure level with reference to GRI indicators.
Fully met
Partially met
Not covered
GENERAL STANDARD DISCLOSURES
Standard Disclosure Title
STRATEGY AND ANALYSIS
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
ORGANISATIONAL PROFILE
Name of the organisation
Primary brands, products, and services
Location of the organisation’s headquarters
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
Nature of ownership and legal form
Markets served (including geographic
breakdown, sectors served, and types of
customers and beneficiaries)
Scale of the organisation
G4-1
G4-3
G4-4
G4-5
G4-6
G4-7
G4-8
G4-9
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)
Employees covered by collective bargaining
agreements
The organisation’s supply chain
Significant changes during the reporting period
regarding the organisation’s size, structure,
ownership, or its supply chain
G4-11
G4-12
G4-13
Page Reference
Disclosure
Level
Chairman's Statement
p. 24-26
Group CEO's Statement, p. 27-29
Sustainability Report, p. 73
FCL Group At A Glance, p. 3
FCL Group At A Glance, p. 3-5
About This Report, p. 78
About This Report, p. 78
Notes To The Financial Statements,
p. 190-303
Our Global Presence, p. 6-7
FCL Group At A Glance, p. 3-5
Staff Retention And Development,
p. 111
Staff Retention And Development,
p. 111
No substantial work is performed by
workers who are legally recognised as
self-employed. there is no significant
variation in employment numbers.
There are no collective bargaining
agreements in place.
Our Value Chain, p. 82
Added Thai operations with the
purchase of a stake in Thailand's
Golden Land and etc. Please refer to
our announcement in SGX.
125
ANNUAL REPORT 2016
GRI CONTENT INDEX
(G4 CORE)
G4-14
Whether and how the precautionary approach or
principle is addressed by the organisation
Governance, p. 90-92
G4-15
G4-16
G4-17
G4-18
G4-19
G4-20
Externally developed economic, environmental
and social charters, principles, or other initiatives
to which the organisation subscribes or which it
endorses
Memberships of associations (such as industry
associations) and national or international
advocacy organisations
IDENTIFIED MATERIAL ASPECTS AND
BOUNDARIES
All entities included or not included in
organisation’s financial statements
Process for defining report Content
The material aspects identified in the process for
defining report content
For each material aspect, aspect Boundary within
the organisation
G4-21
Aspect Boundary outside the organisation
G4-22
G4-23
Effect of any restatements of information
provided in previous reports, and the reasons for
such restatements
Significant changes from previous reporting
periods in the scope and aspect Boundaries
126
FCL does not specifically refer
to the precautionary approach
when managing risk, however, our
management approach is risk-based,
and underpinned by our internal audit
framework.
Governance, p. 90-92
Environment, p. 73-100
People, p. 101-120
Stakeholder Engagement, p. 83-84
Partnerships And Affiliations, p. 85
About This Report, p. 78
What's Important To Us, p. 79-82
Please refer to our previous report
for details of our process for defining
report content.
What's Important To Us, p. 79-82
All the 10 identified material issues
have impact both inside and outside
the organisation, with the exception
of Labour/management relations and
Staff retention and development,
which are internally focused.
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.
All the 10 identified material issues
have impact both inside and outside
the organisation, with the exception
of Labour/management relations and
Staff retention and development,
which are internally focused.
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.
No restatements
No significant changes
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
G4-24
G4-25
G4-26
G4-27
G4-28
G4-29
G4-30
G4-31
G4-32
G4-33
G4-34
G4-58
STAKEHOLDER ENGAGEMENT
Stakeholder groups engaged by the organisation
Basis for identification and selection of
stakeholders with whom to engage
Stakeholder Engagement, p. 83-84
Our Value Chain, p. 82
Stakeholder Engagement, p. 83-84
Approach to stakeholder engagement, including
frequency of engagement by type and by
stakeholder group
Key topics and concerns raised through
stakeholder engagement, and how the
organisation has responded
REPORT PROFILE
Reporting period for information provided
Date of most recent previous report
Reporting cycle
Contact point for questions regarding the report
or its contents
Report on ‘In accordance’ option, Gri Content
Index, reference to external assurance
Policy and current practice with regard to seeking
external assurance for the report
GOVERNANCE
Governance structure of the organisation
Internal and external mechanisms for reporting
concerns about ethical and lawful behaviour,
and matters related to organisational integrity,
such as escalation through line management,
whistleblowing mechanisms or hotlines
We have selected Stakeholders based
on their interest in our business.
Stakeholder Engagement, p. 83-84
Stakeholder Engagement, p. 83-84
About This Report, p. 78
Our previous sustainability report was
published for our last financial year -
2014/15.
About This Report, p. 78
We Welcome Your Feedback And
Suggestions, p.78
About This Report, p. 78
About This Report, p. 78
Managing Sustainability, p. 88
Governance, p. 90-92
Governance, p. 90-92
Anti-corruption, Fraud Prevention And
Ethical Marketing, p. 91-92
127
ANNUAL REPORT 2016 GRI CONTENT INDEX
(G4 CORE)
SPECIFIC STANDARD DISCLOSURES
CATEGORY: ECONOMIC
ASPECT: ECONOMIC PERFORMANCE
G4-DMA Generic Disclosures on Management approach
Group CEO's Statement, p 27-29
G4-EC1
Direct economic value generated and distributed
G4-EC3
Coverage of the organisation's defined benefit
plan obligations
CATEGORY: ENVIRONMENTAL
ASPECT: ENERGY
G4-DMA Generic Disclosures on Management approach
G4-EN3
Energy consumption within the organisation
G4-EN5
Energy intensity
G4-EN6
Reduction of energy consumption
G4-CRE1 Building energy intensity
ASPECT: WATER
G4-DMA Generic Disclosures on Management approach
G4-EN8
G4-CRE2 Building water intensity
Total water withdrawal by source
ASPECT: EMISSIONS
G4-DMA Generic Disclosures on Management approach
G4-EN16
Energy indirect greenhouse gas (GHG) emissions
(scope 2)
G4-EN18 Greenhouse gas (GHG) emissions intensity
Financial Highlights, p. 11
Financial Statements, p. 167-303
Staff Management, p.110
Employees are covered by Singapore’s
mandatory social security savings plan,
the Central Provident Fund (CPF).
Across all of our significant locations of
operation, we provide our employees
with retirement plans (where
applicable).
Environment, p. 93-100
Energy Use And GHG Emissions,
p. 97-98
Energy Use And GHG Emissions,
p. 97-98
Energy Use And GHG Emissions,
p. 97-98
Energy Use And GHG Emissions,
p. 97-98
Baseline of 2015 selected as this was
the first year that we formally began to
monitor energy (or something similar).
Energy Use And GHG Emissions,
p. 97-98
Environment, p. 93-100
Water Use/Conservation, p. 99
Water Use/Conservation, p. 99
Water Use/Conservation, p. 99
Environment, p. 93-100
Energy Use And GHG Emissions,
p.97-98
Energy Use And GHG Emissions,
p.97-98
Main emissions source monitored is
electricity, therefore, CO2 is the only
gas included.
Energy Use And GHG Emissions,
p. 97-98
128
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
G4-EN19
Reduction of greenhouse gas (GHG) emissions
G4-CRE3 Greenhouse gas (GHG) emissions intensity from
buildings
ASPECT: EFFLUENTS AND WASTE
G4-DMA Generic Disclosures on Management approach
G4-EN23
Total weight of waste by type and disposal
method
ASPECT: COMPLIANCE
Energy Use And GHG Emissions,
p. 97-98
Energy Use And GHG Emissions,
p. 97-98
Environment, p. 93-100
Waste Management, p.100
G4-DMA Generic Disclosures on Management approach
G4-EN29 Non-monetary sanctions for non-compliance with
Environment, p. 93-100
Compliance With Regulation, p. 100
environmental laws and regulations
CATEGORY: SOCIAL
SUB-CATEGORY: LABOR PRACTICES AND
DECENT WORK
ASPECT: EMPLOYMENT
G4-DMA Generic Disclosures on Management approach
Total number and rates of new employee hires
G4-LA1
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
ASPECT: LABOR/MANAGEMENT RELATIONS
G4-DMA Generic Disclosures on Management approach
Minimum notice periods regarding operational
G4-LA4
changes, including whether these are specified
in collective agreements. this is currently not
covered in group-wide collective agreements
ASPECT: OCCUPATIONAL HEALTH AND
SAFETY
G4-DMA Generic Disclosures on Management approach
G4-LA5
Workforce represented in formal joint
management-worker health and safety
committees that help monitor and advise on
occupational health and safety programs
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
G4-LA6
restateG4-
CRE6
Percentage of the organisation operating in
verified compliance with an internationally
recognised health and safety management system
People, p. 100-120
People, p 111
Breakdown by age group and gender
are not available. We aim to report this
next year.
Labour/Management Relations, p. 110
Temporary or part time employees
are not a significant part of FCL’s
workforce.
People, p. 100-120
Staff Management, p. 110
This is currently not covered in group-
wide collective agreements. The
notice period varies.
People, p. 100-120
Managing Sustainability, p. 88-89
Safety First, p.101-105
There were no incidences of
occupational diseases. We do not
measure absenteeism.
Safety First, p.101-105
We are implementing ISO 14001 and
OHSAS 18001 systems across our
organisation.
129
ANNUAL REPORT 2016
GRI CONTENT INDEX
(G4 CORE)
ASPECT: TRAINING AND EDUCATION
G4-DMA Generic Disclosures on Management approach
G4-LA9
Training per year per employee by gender, and by
employee category
People, p. 100-120
Building Capabilities And Developing
Our People, p. 112
G4-LA10
G4-LA11
Programs for skills management and lifelong
learning that support the continued employability
of employees and assist them in managing career
endings
Employees receiving regular performance and
career development reviews, by gender and by
employee category
SUB-CATEGORY: SOCIETY
ASPECT: LOCAL COMMUNITIES
G4-DMA Generic Disclosures on Management approach
Operations with implemented local community
G4-SO1
engagement, impact assessments, and
development programs
Persons voluntarily and involuntarily displaced
and/or resettled by development, broken down
by project
G4-CRE7
ASPECT: ANTI-CORRUPTION
G4-DMA Generic Disclosures on Management approach
G4-SO3
Operations assessed for risks related to corruption
and the significant risks identified
Confirmed incidents of corruption and actions
taken
SUB-CATEGORY: PRODUCT RESPONSIBILITY
ASPECT: MARKETING COMMUNICATIONS
G4-SO5
Breakdown by gender not available.
We aim to report this next year.
Staff Retention And Development,
p 111-113
Staff Retention And Development,
p. 111-113
100% of staff receive annual
performance appraisals.
Local Communities, p. 114-120
Local Communities, p. 114-120
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.
Governance, p. 90-92
Anti-corruption, Fraud Prevention And
Ethical Marketing, p. 91-92
Anti-corruption, Fraud Prevention And
Ethical Marketing, p. 91-92
G4-DMA Generic Disclosures on Management approach
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
Anti-corruption, Fraud Prevention And
Ethical Marketing, p. 91-92
Anti-corruption, Fraud Prevention And
Ethical Marketing, p. 91-92
130
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
AWARDS AND
ACCOLADES
CORPOR ATE
BCI Asia Top 10 Developers
Award 2015 – Singapore
Frasers Centrepoint Limited
SIAS Investors’ Choice Awards
2016 – Most Transparent
Company Award, Real Estate
Category – Runner-up
Frasers Centrepoint Limited
SINGAPOR E
RESIDENTIAL
Singapore Landscape Architecture
Awards 2015 – Silver Award by
Singapore Institute of Landscape
Architects
Boathouse Residences
Singapore Landscape Architecture
Awards 2015 – Merit Award by
Singapore Institute of Landscape
Architects
Eight Courtyards
FIABCI Singapore Property Awards
2016 – Winner – Residential, Mid
Rise category
The Waterfront Collection
BCA Awards 2016 – Green Mark
GoldPLUS
North Park Residences
BCA Awards 2016 – Construction
Excellence - Merit
Eight Courtyards
BCA Awards 2016 – Construction
Excellence - Merit
Waterfront Gold
BCA Awards 2016 – Green Mark
Certified
QBay Residences
COMMERCIAL
Special Event Silver Award
by Community Chest – Play it
Forward – Singapore's Largest
Charity Ball Pool
Frasers Centrepoint Malls
Asia’s Best First Time Sustainability
Report 2016 – Finalist
Frasers Commercial Trust
SIAS Investors’ Choice Awards
2016 – Most Transparent
Company Award, REITS and
Business Trusts Category,
Runner-up
Frasers Centrepoint Trust
BCA Awards – Green Mark
Platinum
Alexandra Point (2014 to 2017)
Causeway Point (2011 to 2017)
BCA Awards 2016 – Green Mark
GoldPLUS
Waterway Point
BCA Awards 2016 – Green Mark
Gold
• Valley Point
• 51 Cuppage Road
BCA Awards 2016 – Green Mark
Certification
China Square Central
Eco-Office Certification by
Singapore Environmental Council
• Alexandra Technopark
(2015 – 2017)
• China Square Central
(2015 – 2017)
• Alexandra Point (2015 – 2017)
• Valley Point (2015 – 2017)
• 51 Cuppage Road (2015 – 2017)
Biz-Safe Enterprise Level Star
Award by Workplace Safety And
Health Council
• Alexandra Technopark
(2014 – 2017)
• China Square Central
(2014 – 2017)
• Alexandra Point (2014 – 2017)
• Valley Point (2014 – 2017)
• 51 Cuppage Road (2014 – 2017)
• Robertson Walk (2014 – 2017)
Biz-Safe Partner Award by
Workplace Safety And Health
Council
• Alexandra Technopark
(2016 – 2018)
• China Square Central
(2016 – 2018)
• Alexandra Point (2016 – 2018)
• Valley Point (2016 – 2018)
• 51 Cuppage Road (2016 – 2018)
• Robertson Walk (2016 – 2018)
Basic Certification for Water
Efficient Building by Public Utilities
Board
• Causeway Point
• East Point Mall
• Northpoint Shopping Centre
• The Centrepoint
Outstanding Individual Award –
National Safety & Security Watch
Group, Singapore Police Force
Northpoint Shopping Centre
Commendation Award – National
Safety & Security Watch Group,
Singapore Police Force
Bedok Point
AUST RALIA
FRASERS PROPERTY AUSTRALIA
ICSC 2015 Asia Pacific Shopping
Center Awards – Sustainability
Design (Design & Development) –
Gold Medal
The Ponds Shopping Centre
Lachlan Macquarie Award by 2015
National Architecture Awards
The Brewery Yard, Central Park
131
ANNUAL REPORT 2016 AWARDS AND
ACCOLADES
Housing Industry Association
NSW Awards 2016 – Best
Townhouse/Villa over 10 dwellings
Squire Terraces at Putney Hill,
won by Strongbuild
Urban Development Institute of
Australia (UDIA) NSW Awards for
Excellence 2016 – Excellence in
Residential Development
Fairwater
Master Builders Association of
NSW Excellence in Construction
Awards – Residential & Mixed-Use
$50-$100M
The Steps, Central Park
Master Builders Association of
NSW Excellence in Construction
Awards – Retail Buildings: New
Building $10-$20M
Central Park Mall, Central Park
Master Builders Association of NSW
Excellence in Construction Awards
– Home Units up to $300,000
Figtree, Putney Hill
Master Builders Association of
NSW Excellence in Construction
Awards – Retail $20-$30M
The Ponds Shopping Centre
2015 Green Globe Awards –
Built Environment Sustainability:
Commercial Properties – Highly
Commended
The Ponds Shopping Centre
National Energy Efficiency Awards
2015 – Best Commercial Building
Efficiency Project – Highly
Commended
The Ponds Shopping Centre
Urban Development Institute of
Australia (UDIA) NSW Awards
for Excellence 2016 – Excellence
in Environmental Technology &
Sustainability
Fairwater
Urban Development Institute of
Australia (UDIA) NSW Awards for
Excellence 2016 – Excellence in
Retail Development
The Ponds Shopping Centre
Urban Development Institute of
Australia (UDIA) NSW Awards for
Excellence 2016 – Excellence in
Mixed-Use Development
Discovery Point
2016 Chicago Athenaeum
International Architecture Awards
(Global) – New Buildings and
Urban Planning
The Brewery Yard, Central Park
Good Design Award –
Architectural Design, Urban
Design & Public Spaces
Kensington Street, awarded
to Turf Design Studio, Jeppe
Aagaard Andersen, Tonkin
Zulaikha Greer and Paul Davies &
Associates
Future Green Leader – Winner
by Green Building Council of
Australia
Olivia Leal-Walker
Good Design Award –
Architectural Design, Commercial
and Residential Architecture
One Central Park
2016 UNESCO Asia-Pacific
Awards for Cultural Heritage
Conservation – New Design in
Heritage Contexts – Winner
The Brewery Yard
2016 NSW Landscape
Architecture Awards – Parks and
Open Space
Fairwater
132
Asia Hotel Design Awards 2016 –
Architecture of the Year
The Old Clare Hotel, Central Park
Urban Development Institute of
Australia National Awards for
Excellence 2016 – Masterplanned
Development
Discovery Point
FRASERS LOGISTICS AND
INDUSTRIAL TRUST
SIAS Investors’ Choice Awards
2016 – Most Transparent
Company Award, New Issues
Category – Runner-up
Frasers Logistics and Industrial
Trust
H OS PITALIT Y
HOSPITALITY
World Travel Awards – World’s
Leading Serviced Apartments
Brand 2014 – 2016
Frasers Hospitality Pte Ltd
World Travel Awards – England's
Leading Serviced Apartment
Brand 2014 – 2016
Frasers Hospitality Pte Ltd
World Travel Awards – Hungary's
Leading Serviced Apartment
Brand 2013 – 2016
Frasers Hospitality Pte Ltd
Business Traveller Asia-Pacific
Awards 2016 – Best Luxury
Serviced Residence Brand
Frasers Hospitality Pte Ltd
Expatriate Management and
Mobility Awards – Corporate
Housing Provider of the Year 2016
– Runner up
Frasers Hospitality Pte Ltd
China Travel & Meetings Industry
Awards – Serviced Apartment
Provider of the Year
Frasers Hospitality Pte Ltd
Best Serviced Apartment
Operator 2013 - 2016 by Travel
Trade Gazette (TTG)
Frasers Hospitality Pte Ltd
HRM Asia Readers Choice Awards
– Best Serviced Apartment Group
Frasers Hospitality Pte Ltd
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Expatriate Management and
Mobility Awards – Corporate
Housing Provider of the Year 2016
– Highly commended
Frasers Hospitality Pte Ltd
World Travel Awards – World’s
Leading Serviced Apartments 2016
Fraser Suites Kensington, London
World Travel Awards – Bahrain’s
Leading Serviced Apartments
2013 – 2016
Fraser Suites Bahrain
World Travel Awards – Hungary's
Leading Serviced Apartments
2013 – 2016
Fraser Residence Budapest
World Travel Awards – Europe's
Leading Serviced Apartments 2016
Fraser Suites Kensington, London
World Travel Awards – England's
Leading Serviced Apartments 2016
Fraser Suites Kensington, London
Best Smaller Hotel Chain by
Business Traveller Awards 2016
Hotel du Vin
Golden Pillow Award of China's
Hotels 2016 – China's Best
Serviced Residence
Modena by Fraser Putuo Shanghai
2016 Experts' Choice Award by
TripExpert
Fraser Place Kuala Lumpur
HRM Asia Readers Choice Awards
– Best Business Hotel
Capri by Fraser, Changi City,
Singapore
Australian Hotels Association
Awards – Best Apartment/Suite
Accommodation Hotel of the Year
Fraser Suites Perth
Best Apartment/Suite Hotel of the
Year by Tourism Accommodation
Australia
Fraser Suites Sydney
Outstanding Serviced Apartment
Group by That’s Beijing
Frasers Hospitality Pte Ltd
• Capri by Fraser, Brisbane,
Australia
• Capri by Fraser, Changi City,
Outstanding Experience for Best
Host Award Year 2015-16 by
TravelGuru.com
Fraser Suites New Delhi
Luxury Travel Guide Awards –
Luxury Apartments of the Year
Fraser Suites New Delhi
Certificate of Excellence 2016 by
Trip Advisor
• Fraser Suites Sydney
• Fraser Suites Perth
• Fraser Suites Singapore
• Fraser Suites Sukhumvit
• Fraser Suites Chengdu
• Fraser Suites Guangzhou
• Fraser Suites Top Glory
Shanghai
• Fraser Suites Insadong, Seoul
• Fraser Suites CBD Beijing
• Fraser Suites Seef Bahrain
• Fraser Suites Diplomatic Area
Bahrain
• Fraser Suites Dubai
• Fraser Suites Queens Gate
• Fraser Suites Edinburgh
• Fraser Suites Glasgow
• Fraser Suites Harmonie Paris La
Singapore
• Capri by Fraser, Kuala Lumpur,
Malaysia
• Capri by Fraser, Ho Chi Minh
City, Vietnam
• Capri by Fraser, Barcelona,
Spain
Travellers’ Choice 2016 by Trip
Advisor
• Fraser Suites Singapore
• Fraser Suites Chengdu
• Fraser Place Kuala Lumpur
• Fraser Residence Nankai Osaka
• Fraser Residence Budapest
• Capri by Fraser, Kuala Lumpur,
Malaysia
FRASERS HOSPITALITY TRUST
Singapore Corporate Awards
2016 – Best Annual Report, REITS
and Business Trusts category –
Merit
Frasers Hospitality Trust
INTERNATIONAL
Defense
CHINA
• Fraser Suites Le Claridge
Champs-Elysees
• Fraser Place Robertson Walk,
Singapore
• Fraser Place Kuala Lumpur
• Fraser Place Manila
• Fraser Place Shekou, Shenzhen
• Fraser Place Namdaemun, Seoul
• Fraser Place Central Seoul
• Fraser Place Anthill Istanbul
• Fraser Place Canary Wharf
• Fraser Residence Kuala Lumpur
• Fraser Residence Sudirman
Jakarta
• Fraser Residence Menteng Jakarta
• Fraser Residence CBD East Beijing
• Fraser Residence Shanghai
• Fraser Residence Budapest
• Modena by Fraser Zhuankou
Wuhan
• Modena by Fraser Putuo Shanghai
Sichuan Province Customer
Satisfaction Construction Project
by Sichuan Province Quality
Association
A-Space World Plot 4B, Chengdu
Logistics Hub
Sichuan Province Construction
Decoration Award by Sichuan
Province Construction Industry
Association
A-Space World Plot 3, Chengdu
Logistics Hub
Jinrong Cup of Chengdu City
Construction Decoration Project
by Chengdu City Construction
Decoration Association
A-Space World Plot 3, Chengdu
Logistics Hub
133
ANNUAL REPORT 2016 ENTERPRISE-WIDE
RISK MANAGEMENT
Enterprise-wide Risk Management (ERM) is an
integral part of the business strategy of FCL and
its subsidiaries (collectively, the Group). The Group
maintains a risk management system to proactively
manage risks both at the strategic and operational
level to support the achievement of its business
objectives and corporate strategies. Through
active risk management, Management creates and
preserves value for the Group.
The Board of Directors is responsible for
governing risks across the Group and ensuring
that Management maintains a sound system of risk
management and internal controls. It is assisted
by the Risk Management Committee (RMC) to
oversee the Group’s ERM Framework, determine
the risk appetite, assess the Group’s risk profile,
material risks, and mitigation plans, and ensuring
the effectiveness of risk management policies and
procedures. The RMC, which comprises members of
the Board, meets regularly to deliberate material risk
issues at the Board level. All material risks and risk
issues are reported to the RMC for review.
The Group’s risk tolerance statements and risk
thresholds have been developed by Management,
and approved by the RMC on behalf of the Board.
The risk tolerance statements set out the nature
and extent of the significant risks that the Group is
willing to take in achieving its strategic objectives.
The accompanying risk tolerance thresholds, which
set the risk boundaries in various strategic and
operational areas, are reviewed and monitored
closely by the Management. Any risk that has
escalated beyond its threshold will be highlighted
and addressed, and reported to
the RMC.
RISK MANAGEMENT PROCESS
To facilitate a consistent and cohesive approach to
ERM, a risk management framework and process
have been developed. FCL adopts a robust risk
management framework to maintain a high level
of corporate discipline and governance. The risk
management process is implemented by the
Management for the identification and management
of risks of the Group. The process consists of risk
identification, risk assessment and evaluation, risk
treatment, risk monitoring and reporting.
The ERM framework links the Company’s risk
management process with the Group’s strategic
objectives and operations. Risks are identified and
assessed, and mitigating measures developed to
address and manage those risks. The ERM framework
and process are summarised in an ERM policy for
employees.
The risk management process is integrated and
coordinated across the businesses of the Group. The
ERM framework and processes apply to all business
units in the Group. The risk ownership lies with the
heads of the respective business units who review
risks and mitigating measures every quarter. They are
responsible for the development, implementation
and practice of ERM within the business unit. 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 provide an early warning
signal to monitor risks. Key material risks and their
associated mitigating measures are consolidated at
the Group level and reported to the RMC.
The Group proactively manages risks at its
operational level. Control self-assessment, which
promotes accountability and risk ownership, is
implemented for several key business processes.
The Group also has in place a Comfort Matrix
framework, which provides an overview of the
mitigating strategies, and assurance processes of key
financial, operational, compliance and information
technology risks.
134
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES An ERM validation is held at the Management
level annually. 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 mitigating
measures are effective and adequate. The result of
the ERM validation for the financial year ended
30 September 2016 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 the Group’s
operations.
The Group enhances its risk management culture
through various risk management activities. Risk
awareness briefings are conducted for all levels
during staff orientation. Refresher sessions are also
organised for existing staff when required. Periodic
discussions of risks and risks related issues are held
at the business unit level where emerging risks are
identified and managed.
FCL seeks to improve its risk management processes
on an ongoing basis. The Group’s risk management
system is benchmarked against the market practice.
During the financial year, the Group enhanced its
business continuity management capability and
operational resilience by establishing a Business
Continuity Management Policy to guide the business
units in the implementation of business continuity
plans. The business continuity plan allows the Group
to react to disruptions while continuing with critical
business functions. The business continuity effort is
overseen by the Business Continuity Management
Committee comprising members from the key heads
of department.
KEY RISKS
The Management has been actively monitoring the
key material risks that affect the Group. Some of the
key risks that the Group is exposed to include:
Country Risks (Economic, Political and
Regulatory Risks)
With diversified worldwide operations, FCL is
exposed to developments in 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.
Changes in regulatory policies may also result in
higher operating and investment costs, loss in
productivity and disruptions to business operations.
The Group 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 and engaging with local authorities,
business associations and local contacts, and
reviewing expert opinions and market indicators, to
keep abreast of economic, political and regulatory
changes. Particular emphasis is placed on regulatory
compliance in the Group’s operations.
Financial Risk
FCL has global operations and has exposure
to financial risks such as 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.
To manage liquidity risk, the Group monitors cash
flow and maintains sufficient cash or cash equivalents
as well as secures funding through multiple sources
to ensure that financing, funding, and repayment of
debt obligation are fulfilled. The Group’s financial risk
management is discussed in more detail in the notes
to the financial statements on pages 180 to 303.
135
ANNUAL REPORT 2016 Environmental, Health & Safety (EHS) Risks
FCL places importance in managing EHS risks in
its international operations. It has put in place an
EHS policy and EHS Management System in key
operation areas to manage the risks. The Group has
achieved OHSAS 18001 and ISO14001 certification
for some of its key operations. It aims to widen the
coverage of both Occupational Health & Safety and
Environment Management System to further areas
of operations in the future. The Group also manages
the environment risks by setting targets in reducing
greenhouse gas emission, energy usage and water
consumption within its investment portfolio. More
details can be found in the Sustainability Report
section of the Annual Report on pages 72 to 130.
ENTERPRISE-WIDE
RISK MANAGEMENT
Human Capital Risk
The Group views its human capital as a key factor
for driving growth. As such, managing talent
recruitment, succession planning, staff turnover,
retention of key personnel and maintenance of a
conducive work environment are important to the
Group. In view of these considerations, the Human
Resources team has developed and implemented
effective reward schemes, 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 72 to 130.
Fraud and Corruption Risk
The Group does not condone any acts of fraud,
corruption or bribery by employees in the course of
its business activities. The Group has put in place
various policies and guidelines, including a Code of
Business Conduct and an Anti-Bribery policy to guide
the employees on business practices, standards and
conduct expected in the course of their employment
with the Group. A Whistle-Blowing Policy is also put
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 reviews and ensures that independent
investigations and appropriate follow-up actions
are carried out. More details can be found in the
Corporate Governance Section on pages 137 to 165.
Information Technology (IT) Risk
The Group places a high priority on information
availability, IT governance and IT security. It has put
in place group-wide IT policies and procedures to
address evolving IT security threats, such as hacking,
malware, mobile threats and data loss. Disaster
recovery plans and incident management procedures
are developed and tested annually. Measures and
considerations have also been taken to safeguard
against loss of information, data security, and
prolonged service unavailability of critical IT systems.
Periodic training is also conducted for new and
existing employees to raise IT security awareness.
External professional services are engaged to
conduct independent vulnerability assessment
and penetration tests to further strengthen the IT
systems.
136
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
Good corporate governance is essential to the success of Frasers Centrepoint Limited’s (“FCL” or the “Company”)
businesses and performance. 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 system of
internal controls. Operating within such a framework allows FCL to safeguard the assets of FCL and its subsidiaries (the
“Group”) and interests of shareholders of the Company (the “Shareholders”) whilst pursuing sustainable growth and
enhancement of corporate performance and value for Shareholders.
Listed on 9 January 2014 on Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Company adheres
closely to the principles, guidelines and recommendations of the Code of Corporate Governance 2012 (the “Code
2012”).
A. BOARD MATTERS
Principle 1: The Board’s Conduct of Affairs
The board of directors of the Company (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, risk appetite,
performance objectives and long-term success. The Board is also responsible for aligning the interests of the Board
and the management of the Company (the “Management”) with that of the Shareholders as well as setting good
principles of ethics and values.
The Board also (a) reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment
proposals, (b) monitors the financial performance of the Group and the Management’s performance, (c) oversees
processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance, (d)
assumes responsibility for corporate governance, (e) considers sustainability issues such as environmental and social
factors as part of its strategic formulation, and (f) ensures compliance by the Group with relevant laws and regulations.
Delegation of Authority on certain Board Matters
In order for the Board to efficiently discharge its oversight function of FCL, it delegates specific areas of responsibilities
to five board committees (the “Board Committees”) namely, the Board Executive Committee (“EXCO”), 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. Minutes of all Board Committee meetings are circulated to the Board so that directors of the Company
(the “Directors”) are aware of and kept updated as to the proceedings and matters discussed during such meetings.
Corporate Authorisations
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, financial plans, 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 the Management level, to facilitate operational
efficiency.
137
ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Under the MOA, the following matters are specifically reserved for the approval of the Board:
(1)
(2)
(3)
(4)
(5)
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;
new equity investments, increase in equity participation, and disposal or reduction of equity participation,
where these exceed a value of $600 million;
approval of the annual capital budget, annual operating budget and staff costs budget;
the sales or disposal of the whole or substantially the whole of the undertaking or assets of the Company; and
the appointment of Board Committees or Board sub-committees or the determination, amendment or alteration
of the terms of reference (the “Terms of Reference”) of any Board Committees or Board sub-committees.
Conflicts of Interest
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 (i) requiring any Director to declare any conflict
of interest on a transaction or proposed transaction with the Group as soon as practicable after the relevant facts have
come to his knowledge; and (ii) 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.
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 2016, the Board met six times.
During Board meetings, the Directors actively participate, discuss, deliberate and appraise matters requiring their
attention and decision. Time is set aside, where appropriate, after scheduled Board meetings for discussions amongst
the Directors without the presence of the Management, so as to facilitate a more effective check on the Management.
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 for Directors to have an intimate
understanding of the key business operations of each division and to promote active engagement with the Group’s key
Management. The Company’s Constitution 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.
138
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2016
and the attendance of Directors at these meetings are as follows:
Meetings held for the financial year
ended 30 September 2016
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
Director Orientation and Training
Board
Board
Audit
EXCO
Committee
Risk
Management
Committee
Remuneration
Nominating
Committee
Committee
6
6
6
6
6
6
6
6
6
6
6
5
5
–
5
–
–
4
–
5
5
5
7
–
–
7
–
7
7
–
–
–
7
4
–
–
4
4
–
–
4
4
4
4
6
–
–
6
–
6
–
–
–
6
–
2
–
–
2
2
–
–
2
1
–
–
Upon appointment, each new Director is issued a formal letter of appointment setting out his or her duties and
obligations, including his or her responsibilities as fiduciaries, 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, key business risks, the regulatory
environment in which the Group operates, corporate governance practices of the Group, as well as their statutory
and other duties and responsibilities as directors. This programme allows new Directors to get acquainted with senior
Management, and fosters better rapport and facilitate communications with the Management.
The 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 presentations and/or handouts. The Board is also
regularly updated on the latest key changes to any applicable legislation and changes to the rules of the SGX-ST
(the “Listing Rules”) as well as developments in accounting principles, by way of briefings held by the Company’s
lawyers and auditors. To ensure the Directors can fulfil their obligations and to continually improve the performance
of the Board, all Directors are encouraged to undergo continual professional development during the term of their
appointment. In addition, the 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. During the financial year
ended 30 September 2016, the Board was updated on recent changes to the Companies Act, Chapter 50 and the
SGX-ST Listing Manual.
139
ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Principle 2: Board Composition and Guidance
Board Composition
As of 30 September 2016, the Board comprise 10 non-executive Directors(1). No alternate directors have been
appointed on the Board for the financial year ended 30 September 2016. The current composition of the Board
provides 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)(2)
Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)(2)
Mr Charles Mak Ming Ying(3) (6)
Mr Chan Heng Wing(2) (4)
Mr Philip Eng Heng Nee(3)
Mr Wee Joo Yeow(5)
Mr Weerawong Chittmittrapap(3)
Mr Chotiphat Bijananda(2)
Mr Panote Sirivadhanabhakdi(2) (4)
Mr Sithichai Chaikriangkrai(5)
Notes:
(1) With effect from 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group Chief Executive Officer, resulting in the composition
of the Board of Directors to comprise nine non-executive Directors and one executive Director as of 1 October 2016.
(2) Mr Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr Chan Heng Wing, Mr Chotiphat Bijananda and Mr Panote Sirivadhanabhakdi,
were re-appointed to the Board at the annual general meeting of the Company held on 29 January 2016.
(3) Mr Charles Mak Ming Ying, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and Mr Weerawong Chittmittrapap were re-appointed to the Board at the
annual general meeting of the Company held 30 January 2015.
(4) With effect from 1 October 2016, Mr Panote Sirivadhanabhakdi has stepped down as a member of the RC of the Company and Mr Chan Heng
Wing, a non-executive Independent Director of the Company, was appointed as a member of the RC in his place.
(5) Mr Sithichai Chaikriangkrai was re-appointed to the Board at the annual general meeting of the Company held on 7 January 2014.
(6) Mr Charles Mak Ming Ying was appointed as the Lead Independent Director to the Board on 8 May 2015.
The current Board comprise five independent directors (the “Independent Directors”), 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), the Group’s 10% Shareholders(2) or FCL’s 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. As of 30 September 2016, none of the Independent Directors have been on the Board for more than
nine years.
Notes:
(1) The 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) The 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 the 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 the 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.
140
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
The Directors are provided with accurate, complete and timely information and have direct and unrestricted access to
the Management. This gives the Board and the Board Committees sufficient time to critically evaluate and consider
issues relevant to the Company and its businesses and operations, and also allows the Directors to effectively carry out
their duties and discharge their oversight function.
As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group Chief Executive Officer of the
Company (the “Group CEO”). Mr Panote Sirivadhanabhakdi is an immediate family member of the Chairman of the
Board. The Company notes that it is in compliance with Guideline 2.2 of the Code 2012, as its Independent Directors
makes up half of the Board when the Chairman and the Group CEO are immediate family members.
Board Executive Committee (or EXCO)
The current EXCO is made up of the following members:
Mr Charoen Sirivadhanabhakdi(1) Chairman
Mr Charles Mak Ming Ying(1)
Mr Chotiphat Bijananda(1)
Mr Wee Joo Yeow(2)
Mr Panote Sirivadhanabhakdi(1)
Mr Sithichai Chaikriangkrai(1)
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.
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 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 competences of the Group.
The EXCO is also empowered to take all possible measures to protect the interests of the 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 facilitates the decision-making process and allows for quicker response time.
The activities and responsibilities of other Board Committees are described in the following sections of this report.
Board Diversity
The Board views diversity at the Board level as an essential element for driving value in decision- making and proactively
seeks as part of its diversity policy, to maintain an appropriate balance of expertise, skills and attributes among the
Directors. This is reflected in the diversity of backgrounds and competencies of the 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
the 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 the Directors. The NC is of the view that there is an appropriate balance
of expertise and skills amongst the Directors as they collectively bring with them a broad range of complementary
competencies and experience.
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Principle 3: Chairman and Chief Executive Officer
As at 30 September 2016, the Chairman and the Group CEO, 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 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.
As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group CEO. Mr Panote Sirivadhanabhakdi
is an immediate family member of the Chairman of the Board. The Company notes that it is in compliance with
Guideline 3.3 of the Code 2012 with the appointment of the Lead Independent Director as described below.
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 ensures, with the support of the company secretary of FCL (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 the Management. With the full support of the Board,
the Company Secretary and the 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.
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, the Group CEO and the
chief financial officer of the Company (the “CFO”) is not available.
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.
Principle 4: Board Membership
Nominating Committee
The Nominating Committee (or NC) is made up of the following Directors:
Mr Weerawong Chittmittrapap Chairman
Member
Mr Charles Mak Ming Ying
Member
Mr Chan Heng Wing
Member
Mr Chotiphat Bijananda
A majority of the members of this Board Committee, including the Chairman, are independent non-executive Directors.
The Lead Independent Director, Mr Charles Mak Ming Ying, is a member of the NC.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
The NC is guided by written Terms of Reference approved by the Board and which set out the duties and responsibilities
of the NC. The NC’s responsibilities include 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 will assess 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.
Annual Review of Directors’ Time Commitments
The 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 the Directors may be found on pages 12 to 16.
The NC determines annually whether a Director with other listed company board representations and/or other
principal commitments is able to and has been adequately carrying out his duties as a director of the Company. In
determining whether each Director is able to devote sufficient time and attention 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,
the value the Directors bring to the Company when they are involved in other boards, the personal capabilities of the
Directors, as well as their attendance at such meetings are also taken into account. The NC noted that based on the
attendance of Board and Board Committee meetings during the year, all the Directors were able to participate in at
least a substantial number of such meetings to carry out their duties. The NC was therefore satisfied that in FY2016,
where a Director had other listed company board representations and/or other principal commitments, the Director
was able and had been adequately carrying out his duties as a director of the Company.
Process and Criteria for Appointment of New Directors
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 the Directors – so as to identify needed and/or desired
competencies to supplement the Board’s existing attributes. Where it deems necessary or appropriate, the NC may tap
on its networking contacts and/or engage external professional headhunters to assist with identifying and shortlisting
candidates.
Re-nomination of Directors
The NC also reviews all nominations for appointments and re-appointments to the Board and to the 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.
The Company’s Constitution provides that at least one-third of its Directors shall retire from office and are subject to
re-election at every annual general meeting of the Company (“AGM”). 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.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Independence
The NC determines the independence of each Director annually based on the definitions and guidelines of
independence set out in the Code 2012. A Director is considered independent if he has no relationship with the
Group or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his independent
business judgement in the best interests of FCL. The Board takes into account the existence of relationships or
circumstances, including those identified by the Code 2012, that are relevant in its determination as to whether a
Director is independent. Such relationships or circumstances include the employment of a Director by the Company
or any of its related corporations during the financial year in question or in any of the previous three financial years;
the acceptance by a Director of any significant compensation from the Company or any of its related corporations for
the provision of services during the financial year in question or the previous financial year, other than compensation
for board service; and a Director being related to any organisation from which FCL or any of its subsidiaries received
significant payments or material services during the financial year in question or the previous financial year.
For the financial year ended 30 September 2016, the NC has performed a review of the independence of the Directors
as at 30 September 2016 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 59.18% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment
Limited, holds 28.44% 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 and 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 12 to 16.
Principle 5: Board Performance
The effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board will
be assessed annually.
All Directors will be required to assess the performance of the Board and the Board Committees. The assessment
cover areas such as Board processes, managing the Company’s performance, effectiveness of the Board and the Board
Committees, and Director development.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
CORPORATE GOVERNANCE
The Board has implemented formal processes for assessing the effectiveness of the Board and its Board Committees,
the contribution by each individual Director to the effectiveness of the Board, as well as the effectiveness of the
Chairman of the Board. To ensure that the assessments are done fairly, the Board will appoint an independent third
party to facilitate the process of conducting a Board assessment survey from time to time. Ernst & Young LLP has
been appointed this year. The Board assessment survey is designed to provide an evaluation of current effectiveness
of the Board and to support the Chairman and Board to proactively consider what can enhance the readiness of the
Board to address emerging strategic priorities for the Group. As part of the survey, the Directors would be requested
to complete an evaluation questionnaire which includes questions on (1) how the Board plays an effective role and
adds value on critical issues, (2) how the Board operates to deliver impact and value, and (3) the evaluation of the
Board Committees. In particular, the survey will look at the Board’s performance in shaping and adapting strategy, risk
and crisis management, overseeing the Group’s performance, CEO performance and succession management and
stakeholder communications, as well as areas such as strategic plans and directions, Board composition and structure,
the Board’s partnership with the Management and efficiency of Board processes.
In addition to the survey, the contributions and performance of each Director would be assessed by the NC as part
of its periodic reviews of the composition of the Board and the various Board Committees. In the process, the NC
will identify areas for improving the effectiveness of the Board and the Board Committees. 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
FCL recognises the importance of providing the Board with accurate and relevant information on a timely basis. The
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 and assessments, 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 periodically.
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.
The Company Secretary is responsible for, among other things, ensuring that Board procedures, the Company’s
Constitution and relevant rules and regulations, including requirements of the Securities and Futures Act, Chapter 289,
the Companies Act, Chapter 50 and the SGX-ST Listing Manual are complied with. The Company Secretary attends
all Board meetings, and provides advice and guidance on corporate governance, practices and processes with a view
to enhancing long-term shareholder value.
The Company Secretary also facilitates and act as a channel of communications for the smooth flow of information to
and within the Board and its various Board Committees, as well as between and with senior Management. Additionally,
the Company Secretary solicits and consolidates Directors’ feedback and evaluation from time to time, and 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 the SGX-ST.
The appointment and removal of the Company Secretary is subject to the approval of the Board. 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.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
B. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Remuneration Committee
As at 30 September 2016, the Remuneration Committee (or RC) 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(1)
Chairman
Member
Member
Note:
(1) With effect from 1 October 2016, Mr Panote Sirivadhanabhakdi has stepped down as a member of the RC of the Company and Mr Chan Heng
Wing, a non-executive Independent Director of the Company, was appointed as a member of the RC in his place.
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 executives (such as the CEOs of the strategic
business units of the Company) (the “Key Management Executives”). The RC also oversees the framework for
remuneration and other terms of service for other Management personnel of the Company.
Remuneration Framework
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. The RC also reviews and approves the remuneration framework
on an annual basis which covers all aspects of remuneration including directors’ fees, salary reviews, allowances,
performance bonus, grant of share awards and incentives for Directors and the Key Management Executives of the
Group. When conducting such reviews, the RC takes into account the performance of the Company and the Key
Management Executives and Directors.
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 will also be set for the
Group CEO and his performance evaluated yearly.
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 the Management. Among
other things, this helps the Company to stay competitive in its remuneration packages. During the financial year
ended 30 September 2016, Hay Group was appointed as remuneration consultants. The Company does not have any
relationship with these remuneration 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 the
Key Management Executives. It ensures that competitive remuneration policies and practices are in place to draw
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.
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.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
Long Term Incentive Plans
The RC administers the Company’s share-based remuneration incentive plans, namely, the FCL Restricted Share Plan
(“RSP”) and the FCL Performance Share Plan (“PSP”)(1).
Note:
(1) The RSP and the PSP were approved by the Board and adopted on 25 October 2013.
Through the RSP and the PSP, the Company seeks to foster a greater ownership culture within the Group by aligning
more directly the interests of key senior management and senior executives with the interest of the 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 key 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 the 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 pre-set targets 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 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
met and/or 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 the PSP will not exceed ten percent (10%) of the issued
share capital of the Company.
Policy in Respect of Non-Executive Directors’ Remuneration
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. No Director
decides his own fees. Directors’ fees will be reviewed periodically to benchmark such fees against the amounts paid
by listed industry peers. Each non-executive Director’s remuneration comprises a basic fee, attendance fee and, if
the Director is required to travel out of his/her country of residence to attend meetings or events or for any other
purpose of the Company, travel allowance. In addition, non-executive Directors who perform additional services in
Board Committees are paid an additional fee for such services. The Chairman of each Board Committee is also paid
a higher fee compared with the members of the respective committees in view of the greater responsibility carried by
that office.
The aggregate Directors’ fees for non-executive Directors is subject to Shareholders’ approval at the AGM. The
Chairman and the non-executive Directors will abstain from voting, and will procure their respective associates to
abstain from voting in respect of this resolution.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Remuneration Policy in Respect of Executive Directors and Other Key Management Executives
The Company advocates a performance-based remuneration system that is highly flexible and responsive to the
market, which also takes into account the Company’s performance and that of its employees. In designing the
compensation structure, the RC seeks to ensure that the level and mix of remuneration is competitive, relevant and
appropriate in finding a balance between current versus long-term compensation and between cash versus equity
incentive compensation. Executives who have a greater ability to influence Group outcomes have a greater proportion
of overall reward at risk. The RC exercises broad discretion and independent judgment in ensuring that the amount
and mix of compensation are aligned with the interests of the Shareholders and promote the long-term success of the
Company.
Performance Indicators for Key Management Executives
As set out above, the Company’s variable remuneration comprises short-term and long-term incentives, taking into
account both individual performance and the Company’s performance indicators. In determining the short-term
incentives, both Group and strategic 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.
In relation to long-term incentives, the Company has implemented the RSP and the PSP as set out above, pursuant
to which share-based awards granted to the Key Management Executives 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 Executives with the long-term growth and performance of the
Company. For the financial year ended 30 September 2016, the majority of pre-determined target performance levels
for the RSP and PSP grants were met.
Senior Management participants are required to hold a minimum number of the shares released to them under the
RSP and the 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 claw-back provisions which allow it to reclaim incentive components of
remuneration from its Key Management Executives in exceptional circumstances of misstatement of financial results
or misconduct resulting in financial loss.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
Principle 9: Disclosure on Remuneration
Remuneration of Directors and Top Five Key Management Executives
Information on the remuneration of Directors of the Company and Key Management Executives of the Group for the
financial year ended 30 September 2016 are set out below.
Directors of the Company
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
Remuneration
$
–(1)
–(1)
292,000
132,500
177,500(2)
159,500
148,500
186,000
174,500(3)
184,500
Notes:
(1) Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi waived payment of Directors’ fees due to them.
(2) Excludes $113,000 and $112,565 being payment of directors’ fees from FCL’s subsidiaries, Frasers Centrepoint Asset Management Ltd and Frasers
Property Australia Pty Ltd respectively.
(3) Excludes $57,500 being payment of directors’ fees from FCL’s subsidiary, Frasers Hospitality Asset Management Pte. Ltd.
Remuneration of Group CEO
for Year Ended
30 September 2016
Mr Lim Ee Seng
Remuneration
($)
4,288,921
Salary
%
33
Bonus
%
26
Allowances
& Benefits
%
3
Long Term
Incentives(1)
/ Benefits
%
38
Remuneration of Key Management
Executives for Year Ended
30 September 2016
Between $2,750,001 and $3,000,000
Mr Rodney Fehring
Between $1,250,001 and $1,500,000
Mr Christopher Tang Kok Kai
Mr Chia Khong Shoong
Between $1,000,001 and $1,250,000
Mr Choe Peng Sum
Mr Uten Lohachitpitaks
Aggregate Total Remuneration:
Salary
%
Bonus
%
Allowances
& Benefits
%
Long Term
Incentives(1)
/ Benefits
%
36
41
37
37
42
40
27
25
22
26
3
4
4
4
4
21
28
34
37
28
Note:
(1)
The value of Long Term Incentives was calculated based on the closing share price of $1.665 on 22 December 2015.
Total
%
100
Total
%
100
100
100
100
100
$7,696,345
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
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 Executives which provide for compensation
in the form of stock options, or pension, retirement or other similar benefits, or other benefits, upon termination of
employment.
The Company has not disclosed exact details of the remuneration of each Key Management Executive due to the highly
competitive human resource environment and the confidential nature of staff remuneration matters.
As at 30 September 2016, there are no employees within the Group who is an immediate family member of a
Director or Group CEO, and whose remuneration exceeds $50,000 during the year. As of 1 October 2016, Mr Panote
Sirivadhanabhakdi was appointed as the Group CEO. Mr Panote Sirivadhanabhakdi is an immediate family member
of the Chairman of the Board.
Directors’ Fees
The Company’s Board fee structure during the year is as set out below.
Attendance Fee
(for physical
attendance in
Singapore or
home country of
the Director)
($)
Attendance Fee
(for physical
attendance
outside Singapore
(excluding home
country of the
Director))
($)
Attendance Fee
(for attendance
via
tele / video
conference)
($)
Basic Fee
($)
150,000
95,000
75,000
Board
– Chairman
– Lead Independent Director
– Member
Audit Committee and Board EXCO
55,000
– Chairman
– Member
30,000
Nominating Committee, Remuneration Committee and Risk Management Committee
35,000
– Chairman
20,000
– Member
3,000
1,500
1,500
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
3,000
1,500
3,000
1,500
1,000
1,000
1,000
1,000
1,000
1,000
1,000
Shareholders’ approval will be sought at the forthcoming AGM of the Company on 24 January 2017, for the payment
of the Directors’ fees for the financial year ending 30 September 2017 amounting to $2,000,000 (last year: up to
$2,000,000).
C. ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board is responsible for providing a balanced and understandable assessment of the Company’s and Group’s
performance, position and prospects, including interim and other price sensitive public reports, and reports to
regulators (if required).
FCL prepares its financial statements in accordance with the Singapore Financial Reporting Standards 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, other price sensitive information and material corporate
developments through announcements to the SGX-ST and, where appropriate, press releases, the Company’s website
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.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
In order to enable the Board to obtain a timely and informed assessment of the Company’s position, the Board has
assessed and requested that the Management furnish accounts to it on a quarterly basis, with monthly management
accounts to be provided as the Board may request from time to time. Such reports keep the Board members informed
of the Company’s and Group’s performance, position and prospects.
Principle 11: Risk Management and Internal Controls
The Board is responsible for governing risks and ensuring that the Management maintains a sound system of 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, 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 and compliance controls
and information technology, established by the 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.
The importance and emphasis placed by the Group on internal controls is underpinned by the fact that the key
performance indicators for the Management’s performance takes into account the findings of the internal auditors and
the number of unresolved or outstanding issues raised in the process.
Risk Management Committee
The Board, through the RMC, reviews the adequacy and effectiveness of the Group’s risk management framework and
systems to ensure that robust risk management and mitigating controls are in place.
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 and the associated mitigating controls are reported to the Board. Together with
the AC, the RMC helps to ensure that the 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 the 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(1)
Mr Sithichai Chaikriangkrai
Chairman
Member
Member
Member
Member
Member
Note:
(1) As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group CEO, resulting in the composition of the RMC to comprise five
non-executive Directors and one executive Director as of 1 October 2016
As of 30 September 2016, all the members of the RMC are non-executive Directors, and comprise three Independent
Directors.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Risk Management, Risk Tolerance and Internal Controls
Assisted by the RMC, the Board determines the risk appetite, assesses the Group’s risk profile, material risks, and
mitigation plan, and provides valuable advice to the Management in formulating the risk management framework,
policies and guidelines, and oversees the Management in the implementation of the risk management and internal
control systems.
The Company has adopted an enterprise-wide risk management framework (“ERM Framework”) to enhance its risk
management capabilities. The Board is assisted by the RMC to oversee the Group’s ERM Framework. Key risks,
mitigating measures and management actions are continually identified, reviewed and monitored as part of the ERM
Framework. Where applicable, financial and operational key risk indicators are put in place to track key risk exposures.
Apart from the ERM Framework, 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. An outline of the Group’s ERM Framework is set out on pages 134 to 136.
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 risk, status and changes in plans undertaken by
Management to manage key risks, as well as the risk tolerance status.
The Group’s risk tolerance statements have been developed by the Management, and approved by the RMC on
behalf of the Board. The risk tolerance statements set out the nature and extent of the significant risks that the Group
is willing to take in achieving its strategic objectives. The accompanying risk tolerance thresholds, which set the risk
boundaries in various strategic and operational areas, are reviewed and monitored closely by the Management, and
reported to the RMC.
To assist the Company to ascertain the adequacy and effectiveness of the Group’s internal controls, the Management
implements a control self-assessment exercise and maps out key risks with the existing assurance processes in a comfort
matrix every year. The Management carries out control self-assessment in key areas of their respective businesses
and operations to evaluate their internal controls status. Using a comfort matrix of key risks, the material financial,
compliance, operational (including information technology) risks of the Company have been documented by the
business and operational units and presented against strategies, policies, people, processes, systems, mechanisms
and reporting processes that have been put in place.
The heads of business units are required to provide the Company with written assurances as to the adequacy and
effectiveness of their system of internal controls and risk management. Assurances are also sought from the Company’s
internal auditors based on their independent assessments.
The Board has received assurance from the Group CEO and the CFO of the Company that as at 30 September
2016, (a) the financial records of the Group have been properly maintained and the financial statements for the year
ended 30 September 2016 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 2016 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 2016 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 the Management and various Board Committees and assurance from the Group
CEO and the CFO, the Board, with the concurrence of the AC, is of the opinion that the Group’s internal controls
were adequate and effective as at 30 September 2016 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 Group 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 2016 to address
risks which the Group considers relevant and material to its operations.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
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.
Principle 12: Audit Committee
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 the Management, as well as the full discretion to invite any Director or executive officer to attend its
meetings. Under the Terms of Reference of the AC, a former partner or director of the Company’s existing auditing
firm or auditing corporation shall not act as a member of the AC (a) within a period of 12 months commencing on the
date of his ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case (b) for
so long as he has any financial interest in the auditing firm or auditing corporation.
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
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. Mr Philip Eng Heng Nee and Mr Sithichai Chaikriangkrai
have recent and relevant accounting and related financial management expertise, and Mr Wee Joo Yeow has in-depth
knowledge of the responsibilities of the AC and practical experience and knowledge of the issues and considerations
affecting the AC. Their collective wealth of experience and expertise enables them to discharge their responsibilities
competently. The Company has also 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-ST announcements, including the
independent auditors’ report, 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, information technology 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.
•
•
•
•
•
•
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ANNUAL REPORT 2016
CORPORATE GOVERNANCE
The AC also meets with internal and external auditors without the presence of the 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, and at least one of
these meetings was conducted without the presence of the Management. In addition, periodic updates on changes in
accounting standards and treatment are prepared by external auditors and circulated to members of the AC to keep
abreast of such changes and its corresponding impact on the financial statements, if any.
External Auditors
The AC makes recommendations to the Board for approval by Shareholders, the appointment and re-appointment
and removal of the Company’s external auditors. The external auditors hold office until their removal or resignation.
The AC assesses the external auditors based on factors such as the performance and quality of their audit and the
independence of the auditors, and recommends their appointment to the Board. In the AGM held on 29 January 2016,
KPMG LLP was appointed by Shareholders as the external auditors of the Company with effect from the financial year
ending 30 September 2016. Pursuant to the requirements of the SGX-ST, an audit partner may only be in charge of a
maximum of five consecutive annual audits and may then return after two years. KPMG LLP has met this requirement,
and the current KPMG LLP audit partner for the Group has been appointed since the AGM held on 29 January 2016.
None of the members of the AC were previous partners or directors of the Company’s auditors KPMG LLP and none
of the members of the AC hold any financial interest in the Company’s auditors, KPMG LLP.
During the year, the AC conducted a review of the scope and results of audit by the external 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 external auditors, and the aggregate amount of audit fees paid to them. For details of fees payable
to the external auditors in respect of audit and non-audit services for the year ended 30 September 2016, please refer
to Note 4 of the Notes to the Financial Statements on page 215. 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 external auditors.
The Company has complied with Rule 712 of the SGX-ST Listing Manual which requires, amongst others, that a
suitable auditing firm should be appointed by the Company having regard to these factors. The Company has also
complied with Rule 715 of the SGX-ST Listing Manual which requires that the same auditing firm of the Company
audits its Singapore-incorporated subsidiaries and significant associated companies, and for a suitable auditing firm
be engaged for its significant foreign-incorporated subsidiaries and associated companies.
Whistle-Blowing Policy
In line with the Company’s commitment of high standards of integrity, transparency and accountability to safeguard
shareholders’ interests and the Company’s assets and reputation, 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, suspected fraud and corruption or other matters may be raised by employees and
any other persons in confidence and in good faith, without fear of reprisal. The improprieties that are reportable under
the Whistle-Blowing Policy includes:
(a)
(b)
(c)
(d)
(e)
(f)
financial or professional misconduct;
improper conduct, dishonest or unethical behaviour, or violence at the workplace;
any irregularity or non-compliance with laws/regulations, and/or internal control;
conflicts of interest;
health/safety of any individual; and
any other improprieties or matters that may adversely affect Shareholders’ interest in, and assets of, the
Company and its reputation.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
The Whistle-Blowing Policy is covered during staff training and periodic communication. All whistle-blowing complaints
which are raised are independently investigated and appropriate actions taken by an independent investigation
committee as appropriate, and the outcome of each investigation is reported to the AC. The AC reviews and ensures
that independent investigations and any appropriate follow-up actions are carried out.
Principle 13: Internal Audit
The FCL Group Internal Audit (“IA”) Department is responsible for conducting objective and independent assessments
on the adequacy and quality of the Group’s system of internal controls, risk management and governance practices.
For the financial year ended 30 September 2016, the Head of the FCL Group IA reports directly to the Chairman of
the AC and administratively, to the Company Secretary.
For the financial year ended 30 September 2016, in performing IA services, the FCL Group IA adopted and complied
with the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors, Inc. FCL
Group IA comprise 19 professional staff. The Head of the FCL Group IA and the FCL Group IA staff are members
of The Institute of Internal Auditors, Singapore. To ensure that the internal audit activities are effectively performed,
the FCL Group IA 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 FCL Group IA also received relevant technical training and attended seminars organised by The
Institute of Internal Auditors, Singapore and other professional bodies.
The FCL Group IA operates within the framework stated in a set of Terms of Reference as contained in the Internal
Audit Charter approved by the AC. The AC is responsible for the hiring, removal, evaluation and compensation of the
head of the IA function. The IA function adopted a risk-based audit methodology to develop its Audit Plans, and its
activities were aligned to key risks of the 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 2016, the FCL Group IA conducted its audit reviews based on Internal Audit
Plans approved by the AC. The FCL Group IA has unfettered access to all the Group companies’ documents, records,
properties and personnel, including the AC members. All audit reports detailing audit findings and recommendations
are provided to the Management who would respond on the actions to be taken.
Each quarter, the FCL Group IA would submit quarterly reports to the AC on the status of the Audit Plans and on audit
findings and actions taken by the Management on such findings. Key findings are highlighted at AC meetings for
discussion and follow-up action. The AC monitors the timely and proper implementation of the appropriate follow-up
measures to be undertaken by the Management.
The AC is satisfied that the FCL Group IA has adequate resources and appropriate standing within the Group to
perform its functions effectively.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
D. SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14: Shareholder Rights
FCL believes in treating all Shareholders fairly and equitably. It is committed to keeping 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 will be 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) will be 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”) 17th Investors’ Choice Awards held on 30 September 2016, FCL was presented a
runner-up title for the Most Transparent Company Award (Real Estate 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.
The IR team communicates regularly with Shareholders, as well as with the investment community, through timely
disclosures of material and other pertinent information to the SGX-ST, and quarterly results briefings and conference
calls. The IR team also conducts roadshows (together with senior Management), and participates in investor seminars
and conferences to keep the market and investors apprised of the 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 of the IR team 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 pages 68 to 69.
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).
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
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 Constitution allows (a) each Shareholder who is not a relevant intermediary (as defined in the
Companies Act, Chapter 50) the right to appoint up to two proxies and (b) each Shareholder who is a relevant
intermediary to appoint more than two proxies to attend and vote on their behalf in Shareholders’ meetings. A copy
of each of the Annual Report and Notice of AGM are sent to all Shareholders. At general meetings, the Company
sets out separate resolutions on each substantially separate issue and 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 AGM.
The Company is not implementing absentia voting methods such as voting via mail, e-mail or fax until security, integrity
and other pertinent issues are satisfactorily resolved. The Company Secretary prepares minutes of Shareholders’
meetings, which incorporates substantial comments or queries from Shareholders and responses from the Board and
Management. These minutes are available to Shareholders upon their requests.
Listing Rule 1207 sub-Rule (19) on Dealings in Securities
The Company has established a procedure for dealings in the securities of the Company, which sets out the implications
of insider trading and guidance on such dealings, including the prohibition on dealings with the Company’s securities
on short-term considerations. In compliance with Listing Rule 1207(19) of the SGX-ST Listing Manual on best practices
on dealing in securities, 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. Directors and CEOs are also required
to report their dealings in the Company’s securities within two business days.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
GUIDELINES FOR DISCLOSURE
Guideline
Questions
How has the Company complied?
General
(a) Has the Company compiled with all the
principles and guidelines of the Code? If
not, please state the specific deviations
and the alternative corporate governance
practices adopted by the Company in lieu
of the recommendations in the Code.
(a) Frasers Centrepoint Limited (“FCL” or the
“Company”) has complied in all material
respects with the principles and guidelines
set out in the Code.
(b)
respect do
In what
these alternative
corporate governance practices achieve the
objectives of the principles and conform to
the guidelines in the Code?
(b) See above.
Board Responsibility
Guideline 1.5 What are the types of material transactions which
require approval from the Board?
Members of the Board
Guideline 2.6
(a) What is the Board’s policy with regard to
diversity in identifying director nominees?
(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?
158
The Company has a Manual of Authority
(“MOA”) which contains a schedule of matters
specifically reserved to the Board for approval.
In addition to matters such as annual budgets,
financial plans and business strategies, Board
approval is required for material transactions,
such as major acquisitions, divestments,
funding and investment proposals. The MOA
authorises the Board Executive Committee to
approve certain transactions up to specified
limits beyond which the approval of the Board
needs to be obtained.
(a) The Board proactively seeks to maintain
an appropriate balance of expertise, skills
and attributes among Directors. This is
reflected in the diversity of backgrounds
and competencies of its Directors.
(b) The
current
competencies of
the
Board range from banking, finance and
accounting to relevant industry knowledge
including management experience and
familiarity with regulatory requirements
and risk management. Please refer to
pages 12 to 16 (Write-up on Directors) and
pages 140 to 141 of this Annual Report.
(c) The Board has delegated the Nominating
Committee (the “NC”) to annually review
the size and composition of the Board
with a view to maintaining an appropriate
balance of expertise, skills and attributes
taking into account the needs of the FCL
and its subsidiaries (the “Group”). Please
refer to pages 140 to 141 of this Annual
Report. Please also refer to Guideline 4.6
below on the process for Board succession
planning.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
CORPORATE GOVERNANCE
Guideline
Questions
How has the Company complied?
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
and
selecting
(i) The NC takes the lead in identifying,
suitable
evaluating
candidates, factoring in the ability of the
prospective candidate to contribute to
the Board, as well as taking into account
the existing mix of expertise, skills and
attributes of the Directors to identify
needed and/or desired competencies.
(ii) The NC will assess whether Directors are
re-appointment
properly qualified
by virtue of their skills, experience and
contributions. Please also refer to pages
142 to 143 of this Annual Report.
for
Guideline 1.6
(a) Are new directors given formal training? If
(a) Yes. Please also refer to page 139 of this
not, please explain why
Annual Report.
(b) What are the types of information and
training provided to (i) new directors and (ii)
existing directors to keep them up-to-date?
(b) (i) New Directors are given a letter of
appointment setting out, among other
things, his or her duties and obligations
including his or her responsibilities as
fiduciaries and, where appropriate,
incorporating processes to deal with
possible conflicts of interest that may
arise. A comprehensive orientation
programme
to
familiarise new appointees with the
business activities, strategic directions,
policies and corporate governance
practices of the Group. Please also
refer to page 139 of this Annual Report.
is also conducted
(b) (ii) Directors are 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. Directors are also
encouraged to be members of the
Singapore Institute of Directors (“SID”)
and to receive journal updates and
training from SID in order to stay
abreast of
relevant developments
regulatory
in financial,
requirements. Please also refer to page
139 of this Annual Report.
legal and
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Guideline
Questions
How has the Company complied?
Guideline 4.4
(a) What is the maximum number of listed
company board representations that the
Company has prescribed for its directors?
What are the reasons for this number?
(b)
If a maximum number has not been
determined, what are the reasons?
(c) What are the specific considerations in
deciding on the capacity of directors?
Board Evaluation
Guideline 5.1
(a) What was the process upon which the Board
reached the conclusion on its performance
for the financial year?
(b) Has
the Board met
its performance
objectives?
(a) The Company has not prescribed a
listed company
maximum number of
board representations that a Director may
hold. Please also refer to page 143 of this
Annual Report.
(b) The NC is tasked with determining whether
each Director
is able to adequately
devote sufficient time to discharging
their responsibilities to the Company.
The NC has taken cognizance of the
recommendations of the Code requirement
but is of the view that its assessment of a
Director’s ability to devote sufficient time
to the discharge of his or her duties should
not entail a restriction on the number of
other board commitments or their other
principal commitments. Please also refer
to page 143 of this Annual Report.
(c) The contributions by Directors to and during
meetings of the Board and relevant Board
Committees as well as their attendance at
such meetings are holistically assessed and
taken into account by the NC. Please also
refer to page 143 of this Annual Report.
(a) All Directors will be required to assess the
performance of the Board and the Board
Committees. The assessment cover areas
such as Board processes, managing the
Company’s performance, effectiveness of
the Board and the Board Committees, and
Director development. Please also refer to
pages 144 to 145 of this Annual Report.
(b) 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.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
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.
As of 1 October 2016, Mr Panote
Sirivadhanabhakdi was appointed as the
Group Chief Executive Officer of
the
Company (the “Group CEO”). Mr Panote
Sirivadhanabhakdi is an immediate family
member of the Chairman of the Board. The
Company notes that it is in compliance with
Guideline 2.2 of the Code, as its Independent
Directors makes up half of the Board when the
Chairman and the Group CEO are immediate
family members. Please also refer to pages
140 to 142 of this Annual Report.
(a) No. Please also refer to pages 140 to 144
of this Annual Report.
(b) What are the Board’s reasons for considering
him independent? Please provide a detailed
explanation.
(b) 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.
No.
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?
Yes. Please refer to pages 149 to 150 of this
Annual Report.
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ANNUAL REPORT 2016 CORPORATE GOVERNANCE
Guideline
Questions
How has the Company complied?
Guideline 9.3
(a) Has
the Company disclosed each key
in
management personnel’s remuneration,
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?
(b) Please disclose the aggregate remuneration
paid to the top key management personnel
(who are not directors or the CEO).
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.
(a) Yes. Please refer to page 149 of this Annual
Report.
(b) The Company has disclosed the aggregate
remuneration paid to the top five key
management personnel. Please refer to
page 149 of this Annual Report.
As at 30 September 2016, there are no
employees within the Group who
is an
immediate family member of a Director
or Group CEO, and whose remuneration
exceeds S$50,000 during the year. As of
1 October 2016, Mr Panote Sirivadhanabhakdi
was appointed as the Group CEO. Mr Panote
Sirivadhanabhakdi is an immediate family
member of the Chairman of the Board.
(a) Please refer to pages 146 to 148 of this
Annual Report.
(b) What were the performance conditions
used to determine their entitlement under
the short-term and long-term incentive
schemes?
(b) Please refer to pages 146 to 148 of this
Annual Report.
(c) Were all of these performance conditions
(c) Please refer to pages 146 to 148 of this
met? If not, what were the reasons?
Annual Report.
162
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
Guideline
Questions
How has the Company complied?
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?
feasibility
strategies,
The 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 and assessments,
mitigation
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 periodically. 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. Please refer
to page 145 of this Annual Report.
Guideline 13.1 Does the Company have an
internal audit
function? If not, please explain why
Yes. Please refer to page 155 of this Annual
Report.
163
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
Guideline
Questions
How has the Company complied?
Guideline 11.3
(a)
(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
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?
(ii)
Please refer to pages 151 to 153 of this
Annual Report.
The Board has received assurance from
the Group CEO and the CFO of the
Company that as at 30 September 2016,
(a) the financial records of the Group
have been properly maintained and the
financial statements for the year ended 30
September 2016 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 2016 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 2016 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 the Management
and various Board Committees and
assurance from the Group CEO and the
CFO, the Board, with the concurrence of
the AC, is of the opinion that the Group’s
internal controls were adequate and
effective as at 30 September 2016 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 Group
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 2016 to address risks which
the Group considers relevant and material
to its operations. Please also refer to pages
152 to 153 of this Annual Report.
164
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CORPORATE GOVERNANCE
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
(a) Please refer to Note 4 of the Notes to the
Financial Statements on page 215 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
(b) During the year, the Audit Committee
(the “AC”) conducted a review of the
scope and results of audit by the external
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 external auditors,
and the aggregate amount of audit fees
paid to them. For details of fees payable
to the external auditors in respect of audit
and non-audit services for the year ended
30 September 2016, please refer to Note 4
of the Notes to the Financial Statements on
page 215. 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 external auditors.
Guideline 15.4
(a) Does the Company regularly communicate
with shareholders and attend
their
questions? How often does the Company
meet with institutional and retail investors?
to
(a) The Company,
its
through
Investor
Relations (the “IR”) team communicates
regularly with shareholders and
the
timely
investment
disclosures of material and other pertinent
information, through regular dialogues
and announcements to the SGX-ST. Please
refer to page 156 of this Annual Report.
community, with
(b) Is this done by a dedicated investor relations
team (or equivalent)? If not, who performs this
role?
(b) Yes. Please refer to page 156 of this Annual
Report.
(c) How does the Company keep shareholders
informed of corporate developments, apart
from SGXNET announcements and the annual
report?
(c) The
IR
together with
senior
team
management participates
investor
seminars, conferences, one-on-one and
group meetings. Please refer to page 156
of this Annual Report.
in
Guideline 15.5
If the Company is not paying any dividends for the
financial year, please explain why.
Not applicable.
165
ANNUAL REPORT 2016
FINANCIAL
STATEMENTS
CONTENTS
167 DIRECTORS’ STATEMENT
174
180
181
182
183
187
190
304
326
327
329
INDEPENDENT AUDITORS’
REPORT
CONSOLIDATED PROFIT
STATEMENT
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
BALANCE SHEETS
STATEMENTS OF CHANGES IN
EQUITY
CONSOLIDATED CASH FLOW
STATEMENT
NOTES TO THE FINANCIAL
STATEMENTS
PARTICULARS OF GROUP
PROPERTIES
INTERESTED PERSON
TRANSACTIONS
SHAREHOLDING STATISTICS
NOTICE OF ANNUAL GENERAL
MEETING
PROXY FORM
166
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES DIRECTORS’ 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
2016.
1.
OPINION OF THE DIRECTORS
In the opinion of the Directors,
(i)
the consolidated financial statements of the Group as set out in pages 180 to 303 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
2016 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 2016; 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.
2.
DIRECTORS
The Directors of the Company in office at the date of this statement are:
(Chairman)
Mr Charoen Sirivadhanabhakdi
Khunying Wanna Sirivadhanabhakdi (Vice Chairman)
Mr Panote 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 Sithichai Chaikriangkrai
3.
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.
167
ANNUAL REPORT 2016
DIRECTORS’ STATEMENT
4.
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 of
Directors’ shareholdings, required to be kept under Section 164 of the Companies Act of Singapore (Chapter
50), an 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
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
Deemed Interest
As at
1 Oct 2015
As at
30 Sep 2016
As at
1 Oct 2015
As at
30 Sep 2016
–
–
–
–
–
–
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) 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
–
–
–
–
–
–
–
–
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) 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) As of 30 September 2016, Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi are deemed to be interested
in an aggregate of 2,541,007,768 shares in the Company.
Each of Charoen Sirivadhanabhakdi and 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 the Company 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.
168
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 the Company in which IBIL has an interest.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
DIRECTORS’ STATEMENT
4.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)
(2) As at 30 September 2016, TCC Prosperity Limited (“TCCP”) holds an aggregate of S$250 million 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.
(3) As at 30 September 2016, TCC Prosperity Limited (“TCCP”) holds an aggregate of S$300 million 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 2016:
–
–
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 2016, 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.
There was no change in any of the abovementioned interests in the Company between the end of the financial
year and 21 October 2016, 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.
(b)
(c)
(d)
5.
SHARE OPTIONS AND SHARE PLANS
(a)
Share Options
The Company does not have any share option scheme or plans in place, or such scheme of plans that entitled
holders to participate, by virtue of the scheme or plans, in any share issue of any other corporation.
(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”, and together with the RSP, the
“Share Plans”).
The Share Plans are administered by the Remuneration Committee which, as at the date of this statement,
comprise 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 Chan Heng Wing*
*Note:
Mr Chan Heng Wing was appointed as a member of the Remuneration Committee in place of Mr Panote Sirivadhanabhakdi on 1
October 2016.
169
ANNUAL REPORT 2016
DIRECTORS’ STATEMENT
5.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants under RSP and PSP
(i)
Under the Share Plans, the Company grants awards to eligible participants annually, referred to herein
as “RSP Awards” and “PSP Awards”, 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 awards under the Share Plans. The vesting of
the RSP Base Award and the PSP Base Award are conditional on the achievement of pre-determined
targets set for a two-year performance period and a three-year performance period respectively. An
achievement factor will be determined based on the level of achievement of the pre-determined targets
at the end of the respective performance period. The achievement factor will be applied to the relevant
Base Award to determine the final number of shares to vest under the RSP Awards and PSP Awards (as
the case may be, the “Final Award”). The achievement factor ranges from 0% to 150% for RSP and from
0% to 200% for PSP.
At the end of the performance period and after the achievement factor is determined, 50% of the
RSP Final Awards will be released upon vesting and the balance will be released in equal number of
shares over the subsequent two years upon the fulfilment of service requirements. All PSP Final Awards
will be released to the participants at the end of the three-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 Share Plans.
No awards have been granted to Directors of the Company.
170
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
DIRECTORS’ STATEMENT
5.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants under RSP and PSP (cont’d)
(i)
No employee other than Mr Lim Ee Seng, the former Group Chief Executive Officer who retired on 30
September 2016, and Mr Rod Fehring, Chief Executive Officer of Frasers Property Australia, have each
received 5% or more of the total number of shares available/delivered for the financial year ended 30
September 2016, pursuant to grants under the Share Plans. Details of conditional awards available to
Mr Lim and Mr Fehring under the Share Plans are as follows:
Additional
Awards /
(Awards
Reduced)
due to
Achievement
Factor
Balance as at
1.10.2015 or
Grant Date if
later
Vested
Balance as at
30.9.2016
LIM EE SENG
Grant Date
RSP Awards
– Replacement FCL
Awards*
– Year 1
– Year 2
– Year 3
PSP Awards
– Replacement FCL
Awards **
– Year 1
– Year 2
– Year 3
03.10.2014
446,129
–
(297,004)
149,125
03.10.2014
19.08.2015
22.12.2015
Sub-Total
574,627
603,538
684,171
2,308,465
137,873
–
–
137,873
(356,250)
–
–
(653,254)
356,250
603,538
684,171
1,793,084
03.10.2014
278,516
(11,116)
(267,400)
–
03.10.2014
19.08.2015
22.12.2015
Sub-Total
Total
354,839
258,659
293,216
1,185,230
3,493,695
–
–
–
(11,116)
126,757
–
–
–
(267,400)
(920,654)
354,839
258,659
293,216
906,714
2,699,798
*
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.
Additional
Awards /
(Awards
Reduced)
due to
Achievement
Factor
Balance as at
1.10.2015 or
Grant Date if
later
Vested
Balance as at
30.9.2016
ROD FEHRING
Grant Date
RSP Awards
– Year 2
– Year 3
19.08.2015
22.12.2015
Total
245,000
534,000
779,000
–
–
–
–
–
–
245,000
534,000
779,000
171
ANNUAL REPORT 2016
DIRECTORS’ STATEMENT
6.
AUDIT COMMITTEE
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act of
Singapore (Chapter 50), which include, inter alia, the following:
(i)
reviewed the quarterly and full-year financial statements of the Company and of the Group for the
financial year and the independent auditors’ report for the full-year prior to approval by the Board;
(ii)
reviewed the internal and external audit plans to ensure the adequacy of the audit scope;
(iii)
(iv)
reviewed the adequacy and effectiveness of the Group and the Company’s internal controls, including
financial, operational and compliance controls and risk management;
reviewed with internal and external auditors, the respective audit reports and their recommendations,
and monitoring the timely and proper implementation of any required corrective or improvement
measures;
(v)
reviewed 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) met 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;
(vii)
reviewed the cost effectiveness, the independence and the objectivity of external auditors, including
the nature and extent of non-audit services provided by the external auditors;
(viii)
recommended to the Board the appointment, re-appointment and removal of the external auditors, and
reviewed and approved the remuneration and terms of engagement of the external auditors; and
(ix)
reviewed interested person transactions in accordance with the requirements of the Singapore Exchange
Securities Trading Limited’s Listing Manual.
Further details regarding the Audit Committee are disclosed in the Corporate Governance Report.
Having reviewed the non-audit services provided by the external auditors to the Group, the Audit Committee
is satisfied that the nature and extent of such services would not affect the independence of external auditors,
and has recommended to the Board of Directors the re-appointment of KPMG LLP as auditors of the Company
at the forthcoming Annual General Meeting.
172
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
DIRECTORS’ STATEMENT
7.
AUDITORS
The auditors, KPMG LLP, have expressed their willingness to accept re-appointment as auditors.
On behalf of the Board
Charles Mak Ming Ying
Director
Singapore
28 November 2016
Sithichai Chaikriangkrai
Director
173
ANNUAL REPORT 2016
INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the accompanying 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
2016, the profit statements, statements of comprehensive income, statements of changes in equity of the Group and
Company and the cash flow statements of the Group for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information, as set out on pages 180
to 303.
In our opinion, the accompanying 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 Companies Act,
Chapter 50 and the Singapore Financial Reporting Standards (“FRS”) to give a true and fair view of the financial
position of the Group and the Company as at 30 September 2016 and the financial performance, changes in equity
and cash flows of the Group and the changes in equity of the Company for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSA”). Our responsibilities under those
standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our
report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority
(“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”),
together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we
have fulfilled our other ethical responsibilities in accordance with the ACRA Code. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Valuation of investment properties
(Refer to Note 11 to the financial statements)
Risk:
The Group owns a portfolio of investment properties (including investment properties under construction) comprising
serviced residences, commercial and industrial properties that are leased to third parties under operating leases,
located mainly in Australia, Singapore and United Kingdom. Investment properties represent the largest category of
assets on the balance sheet, at $13.49 billion as at 30 September 2016.
These investment properties are stated at their fair values based on independent external valuations except for certain
overseas properties whereby valuations are performed internally. In addition, investment properties under construction
are stated at their fair values as determined by valuers which involves 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 valuation process involves significant judgement in determining the appropriate valuation methodology to be
used, and in estimating the underlying assumptions to be applied. The valuations are sensitive to key assumptions
applied in deriving future cash flows, the capitalisation rates, discount rates and terminal yield rates; where a change
in the assumptions can have a significant impact to the valuation.
174
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
Our response:
We evaluated the qualifications and competence of the valuers and held discussions with the valuers to understand
their valuation methods and assumptions and basis used, where appropriate.
We considered the valuation methodologies used against those applied by valuers for similar property types. We tested
the integrity of inputs of the projected cash flows used in the valuation to supporting leases and other documents.
We evaluated the appropriateness of the discount, capitalisation and terminal yield rates used in the valuation by
comparing them against historical rates and available industry data, taking into consideration comparability and
market factors. Where the rates were outside the expected range, we undertook further procedures to understand the
effect of additional factors and, when necessary, held further discussions with the valuers. In addition, for investment
properties under construction, we evaluated the estimated cost to complete by comparing the cost incurred to date
to management budgets and, where the works were contracted to third parties, agreed to the contracts. We have
also tested significant items of the cost components to source documents to ascertain the existence and accuracy of
those cost components.
We also assessed whether the disclosures in the financial statements appropriately described the subjectivity and
judgements inherent in the valuations and met the requirements of the relevant accounting standards.
Our findings:
We found the valuers to be objective and competent. The valuers are members of generally-recognised professional
bodies for valuers. The valuation methodologies used are in line with generally accepted market practices and
the key assumptions used are within the range of market data. For investment properties under construction, the
estimated cost to complete were found to be supported. We also found the disclosures in the financial statements
to be appropriate in their description of the degree of subjectivity and judgement in the key assumptions used in the
valuations, including the inter-relationship between the key unobservable inputs and the fair values.
Recoverability of intangible assets
(Refer to Note 16 to the financial statements)
Risk:
The Group has goodwill and other intangible assets comprising brands, favorable leases and others with an aggregate
carrying value of $681.74 million as at 30 September 2016. These assets are impaired when their individual carrying
value or the carrying value of the cash generating unit (“CGU”) of which the goodwill or intangible asset is allocated
to, exceeds their recoverable amount. The recoverable amount is the higher of their fair value less costs of disposal
and its value in use. Estimating the recoverable amount involves significant judgement in determining an appropriate
model and the underlying assumptions to be applied; coupled with the inherent estimation uncertainties that arise
when estimating and discounting future cash flows and estimating earnings multiples. The recoverable amount is
sensitive to inputs and assumptions underlying the models used. Some of the key inputs and assumptions relate to
expectations of future cash flows, growth rates used for extrapolation purposes, discount rates and earnings multiples.
Our response:
We evaluated the Group’s methodology and identification of CGU and assessed indicators of impairment for intangible
assets where appropriate.
For goodwill, intangible assets with infinite useful life and intangible assets with indicators of impairment, we evaluated
the cash flows used in the model against the understanding we obtained about the business through our audit and
assess if these cash flows were reasonable. We challenged the appropriateness of key assumptions used by the Group
in its impairment testing comprising the discount rate, growth rate and earnings multiples by comparing these to
externally available market data for reasonableness. We also assessed whether or not the assumptions showed any
evidence of management bias with a particular focus on the risk that the forecasted cash flows may not support the
carrying value of the intangible assets.
175
ANNUAL REPORT 2016 INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
We considered the adequacy of the Group’s disclosure and the requirements of accounting standards in respect of
impairment testing.
Our findings:
The methodology and model used by the Group is supported by generally accepted market practices and we found
that the assumptions and resulting estimates were balanced and the disclosures in the financial statement to be
appropriate.
Foreseeable losses on properties held for sale
(Refer to Note 20 to the financial statements)
Risk:
The Group has significant residential, industrial and commercial properties held for sale located primarily in Australia,
China, Singapore and United Kingdom. These properties have a carrying value of $4.0 billion as at 30 September
2016 and are stated at the lower of their cost and their net realisable values. In arriving at estimates of net realisable
values, we considered comparable properties and recent selling prices less the estimated costs of completion and
the estimated costs necessary to make the sale. The determination of the estimated net realisable value of these
properties is critically dependent upon the Group’s expectations of future selling prices.
The amount of unsold residential properties for sale in Singapore is not significant. However, weak demand and the
consequential oversupply of properties for sale, arising from a challenging economic environment in certain states in
China and Australia, might exert downward pressure on transaction volumes and properties prices in these markets.
There is therefore a risk that the estimates of net realisable values may exceed future selling prices, resulting in more
losses when properties are sold.
Our response:
We challenged the Group’s forecast selling prices by comparing the forecast selling prices to, where applicable,
recently transacted prices and prices of comparable properties located in the same vicinity as the development or
completed project. We focused our work on projects with slower-than-expected sales or with low or negative margins.
For projects with units which are expected to sell below costs, we checked the computations of the foreseeable losses.
We also considered the adequacy of the disclosures in respect of the allowance for foreseeable losses presented in
the financial statements for these properties.
Our findings:
In estimating future selling price for the purpose of management’s assessment, the Group takes into account
macroeconomic and real estate price trend information and planned capital management considerations. Management
has applied its knowledge of the business in its regular review of these estimates.
We found that reasonable estimates were made in the determination of net realisable values and allowance for
foreseeable losses. We also found the disclosures to be appropriate in describing the allowance for foreseeable losses
made for development properties held for sale.
176
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
Accounting for investments in REITs
(Refer to Note 13(a) to the financial statements)
Risk:
The Group’s capital management strategy involves the holding of a number of listed real estate investment trusts
(“REIT”), which are managed by the Group. The Group holds differing levels of equity stakes in these REITs.
The accounting treatment for the investments in REITs is dependent on the Group’s relationship with the REITs.
The determination of the Group’s relationship with these REITs is the result of accounting judgement on many
factors principally, the extent of its voting stake holding, the relationship with other stakeholders, the constitutional
arrangements for the trust, its manager and its trustee, and the extent to which the Group’s equity stake increases
when management fees are paid in additional trust units. REITs that are determined to be subsidiaries are consolidated
into the Group’s financial statements, whereas REITs that are determined to be associates are equity-accounted for. An
inappropriate classification can have a material effect on the financial statements.
Our response:
We assessed the Group’s processes for the review and the determination of the accounting for its investments in REITs.
We examined the legal documents and business arrangements relating to the constitution of the REITs, decision-
making over their activities and operations of the manager. We also considered the economic stakes of the Group held
through ownership interests in the REITs and the management fee arrangements; and the disclosure of the assessment
of the relationships with the REITs.
Our findings:
The Group has processes in place to periodically review and re-assess its relationship with the REITs it manages and
whether previously applied accounting treatments remain appropriate.
The judgements exercised by the Group in these processes reflect realistic assessments of its relationship with the
REITs. The disclosures on the basis of accounting for the Group’s interests in these REITs are appropriate.
Other matter
The financial statements of the Company for the year ended 30 September 2015 were audited by another auditor who
expressed an unmodified opinion on those statements on 19 November 2015.
Other information
Management is responsible for the other information. The other information comprises: Vision, Mission and FCL Group
Strategies, FCL Group at a Glance, Our Global Presence, Our Milestones, Group Structure, Financial Highlights, Board
of Directors, Group Management, Corporate Information, Chairman’s Statement, Group CEO’s Statement, Business
Review, Investor Relations, Treasury Highlights, Sustainability Report, Awards and Accolades, Enterprise-wide Risk
Management, Corporate Governance Report, Directors’ Statement, Particulars of Group Properties, Interested Person
Transactions and FCL Fact Sheet, but does not include the financial statements and our auditors’ report thereon,
which we obtained prior to the date of this auditors’ report, and Shareholding Statistics and Notice of Annual General
Meeting (the “Reports”), which are expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.
177
ANNUAL REPORT 2016 INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’
report, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
When we read the other information made available to us after the date of this report, if we conclude that there is a
material misstatement therein, we are required to communicate the matter to the directors of the Company and take
appropriate actions in accordance with SSAs.
Responsibilities of management and directors for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Act and FRSs, 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.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
•
•
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
Obtain an understanding of internal control relevant to the audit 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
Group’s internal controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
178
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
•
•
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
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.
The engagement partner on the audit resulting in this independent auditors’ report is Ronald Tay Ser Teck.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
28 November 2016
179
ANNUAL REPORT 2016 CONSOLIDATED PROFIT STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
PROFIT FOR THE YEAR
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Group
2016
$’000
2015
$’000
Note
3
4a
4b
4c
4
14
5
6
11
7
8
9
3,439,592
(2,406,856)
3,561,525
(2,479,360)
1,032,736
(6,527)
(259,387)
1,082,165
(8,400)
(248,433)
766,822
171,377
825,332
279,430
938,199
1,104,762
25,296
(167,504)
36,799
(186,157)
(142,208)
(149,358)
795,991
159,711
955,404
243,350
955,702
4,641
1,198,754
(2,205)
960,343
(194,197)
1,196,549
(184,174)
766,146
1,012,375
479,863
106,250
11,106
597,219
168,927
543,830
219,612
7,832
771,274
241,101
766,146
1,012,375
18.4¢
18.2¢
25.0¢
24.9¢
180
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
2016
$’000
2015
$’000
766,146
1,012,375
(123,726)
21,143
(56)
–
33,718
(475,431)
175
(1,277)
(102,639)
(442,815)
663,507
569,560
427,323
64,456
171,728
357,834
46,924
164,802
663,507
569,560
The accompanying notes form an integral part of the financial statements.
181
ANNUAL REPORT 2016 BALANCE SHEETS
AS AT 30 SEPTEMBER 2016
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
Bank deposits
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
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
182
Group
Company
30 September
2016
$’000
30 September
2015
$’000
30 September
2016
$’000
30 September
2015
$’000
Note
11
12
13
14
14
15
16
17
18
19
21
20
17
17
18
21
22
22
23
24
21
25
24
21
19
25
26
27
29
13,494,019
1,972,282
12,951,192
1,991,014
1,600
1
–
240,213
552,800
2,162
681,736
3,074
228,644
55,160
2,136
17,232,226
5,679
3,997,551
60,455
52,602
677,821
9,361
437,337
1,731,343
–
6,972,149
–
334,928
250,460
2,165
721,164
8,349
241,476
169,724
55,935
16,726,407
7,473
3,922,672
19,877
41,328
843,505
20,167
–
1,373,140
112,123
6,340,285
1,799,896
500
–
2,148
–
–
1,414,431
–
225
3,218,801
–
–
–
51
1,960,927
–
–
67,516
–
2,028,494
1,600
–
1,672,524
500
–
2,148
–
–
2,721,722
–
19,463
4,417,957
–
–
–
47
293,465
5,352
–
9,064
–
307,928
24,204,375
23,066,692
5,247,295
4,725,885
1,694,961
46,924
236,971
1,470,116
3,448,972
1,314,648
24,602
192,953
1,020,137
2,552,340
196,222
263
14,905
–
211,390
29,865
8,006
12,510
–
50,381
3,523,177
20,755,403
3,787,945
20,514,352
1,817,104
5,035,905
257,547
4,675,504
290,426
89,994
206,078
8,325,421
8,911,919
253,751
36,592
317,736
9,255,320
9,863,399
1,308
32,484
–
–
33,792
207,077
19,617
–
–
226,694
11,843,484
10,650,953
5,002,113
4,448,810
1,766,800
5,222,073
(327,733)
1,759,858
4,995,420
(245,798)
1,766,800
3,033,213
202,100
1,759,858
2,490,922
198,030
6,661,140
6,509,480
5,002,113
4,448,810
1,391,783
8,052,923
3,790,561
11,843,484
1,293,254
7,802,734
2,848,219
10,650,953
–
5,002,113
–
5,002,113
–
4,448,810
–
4,448,810
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
2016
Opening balance at 1 October 2015
Profit for the year
1,759,858 4,995,420
532,763
–
(245,798) 6,509,480 1,293,254 7,802,734 2,848,219 10,650,953
766,146
597,219
168,927
532,763
64,456
–
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, net of tax
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Units issued to non-controlling interests
Acquisition of non-controlling interests
in subsidiaries without change in control
Change in interests in subsidiaries
without change in control
Issuance costs incurred by subsidiaries
Total changes in ownership interests
in subsidiaries
Total transactions with owners in their
capacity as owners
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
–
–
–
–
–
–
–
(103,204)
(2,180)
(103,204)
(2,180)
(20,588)
20,532
(56)
(20,588)
(84,852)
(105,440)
–
–
–
–
(103,204)
(2,180)
(20,522)
23,323
(123,726)
21,143
(56)
–
(56)
(105,440)
2,801
(102,639)
512,175
(84,852)
427,323
64,456
491,779
171,728
663,507
6,942
–
–
–
–
–
(69,909)
(179,800)
(6,942)
10,189
(179,491)
179,800
–
10,189
(249,400)
–
6,942
(249,709)
3,556
(239,211)
–
–
–
–
–
–
(42,173)
16,544
(10,184)
–
–
–
(42,173)
(639)
–
15,905
(10,184)
(35,813)
(639)
(36,452)
6,942
(285,522)
2,917
(275,663)
–
–
–
–
–
–
–
–
–
–
–
–
10,189
(249,400)
–
–
–
(206,821)
–
–
10,189
(456,221)
–
(239,211)
(206,821)
(446,032)
– 1,000,475 1,000,475
(42,173)
411
(41,762)
15,905
(10,184)
(4,658)
(18,793)
11,247
(28,977)
(36,452)
977,435
940,983
(275,663)
770,614
494,951
–
–
–
–
–
–
–
–
–
–
–
–
98,529
98,529
(64,456)
(64,456)
34,073
34,073
–
–
–
98,529
(64,456)
34,073
Closing balance at 30 September 2016
1,766,800 5,222,073
(327,733) 6,661,140 1,391,783 8,052,923 3,790,561 11,843,484
The accompanying notes form an integral part of the financial statements.
183
ANNUAL REPORT 2016 STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2016 (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
2015
Opening balance at 1 October 2014
Profit for the year
1,753,977 4,543,167
724,350
–
117,154
–
6,414,298
724,350
597,654 7,011,952 2,611,598 9,623,550
241,101 1,012,375
771,274
46,924
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, net of tax
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Dilution of interests in subsidiaries
without change in control
Issuance costs incurred by subsidiaries
Total changes in ownership interests
in subsidiaries
Total transactions with owners in their
capacity as owners
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
–
–
–
–
–
–
–
–
–
–
–
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)
5,881
(272,097)
3,564
(262,652)
–
–
–
–
–
–
–
–
–
–
9,003
(248,971)
–
–
–
(185,938)
–
–
9,003
(434,909)
–
(239,968)
(185,938)
(425,906)
(22,178)
(506)
259,039
(1,282)
236,861
(1,788)
(22,684)
257,757
235,073
(262,652)
71,819
(190,833)
–
–
–
–
–
–
–
–
–
–
–
–
695,600
695,600
(46,924)
(46,924)
648,676
648,676
–
–
–
695,600
(46,924)
648,676
Closing balance 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.
184
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2016 (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
2016
Opening balance at
1 October 2015
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 expense
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Closing balance at
30 September 2016
1,759,858 2,490,922 198,030
–
792,000
–
3,217
–
15,322 179,491 4,448,810
792,000
–
–
–
–
–
792,000
483
483
483
483
–
–
–
–
483
792,483
6,942
–
–
–
–
–
(69,909)
(6,942)
10,220
(179,491)
(179,800) 179,800
6,942
(249,709)
3,587
–
–
–
–
–
(6,942)
10,220
–
–
– (179,491)
– 179,800
–
10,220
(249,400)
–
3,278
309
(239,180)
1,766,800 3,033,213 202,100
3,700
18,600 179,800 5,002,113
The accompanying notes form an integral part of the financial statements.
185
ANNUAL REPORT 2016 STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2016 (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 expense
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Closing balance at
30 September 2015
1,753,977 2,212,590 194,104
–
527,626
–
2,736
–
12,200 179,168 4,160,671
527,626
–
–
–
–
–
527,626
481
481
481
481
–
–
–
–
481
528,107
5,881
–
–
–
–
–
(69,803)
(5,881)
9,003
(179,168)
(179,491) 179,491
5,881
(249,294)
3,445
–
–
–
–
–
(5,881)
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
186
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2016
CASH FLOW FROM OPERATING ACTIVITIES
Profit after taxation
Adjustments for:
Depreciation of property, plant and equipment
Fair value change on investment properties
Share of results of joint ventures and associates, net of tax
Amortisation of intangible assets
Loss on disposal of property, plant and equipment
Allowance for doubtful trade receivables, net
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 acquisition of an associate
Gain on disposal of a subsidiary
Gain on disposal of joint ventures and associates
Net fair value change on foreign currency forward contracts
Interest income
Interest expense
Tax expense
Exchange difference
Operating cash flow 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 operations
Income taxes paid
Net cash generated from operating activities
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of/development expenditure on investment properties
Purchase of property, plant and equipment
Proceeds from disposal of investment properties
Proceeds from disposal of property, plant and equipment
Investments in/loans to joint ventures and associates
Repayments of loans from joint ventures and associates
Dividends from joint ventures and associates
Settlement of hedging instruments
Interest received
Acquisition of subsidiaries, net of cash acquired
Disposal of a subsidiary, net of cash disposed of
Proceeds from disposal of joint ventures and associates
Proceeds from disposal of assets held for sale
Purchase of structured deposits
Net cash used in investing activities
Group
2016
$’000
2015
$’000
Note
766,146
1,012,375
12
14
16
4b
4a
4a
4c
7
7
4b
7
4b
5
6
8
11
12
11
13b
52,877
(159,711)
(171,377)
1,646
849
2,504
103
47,110
10,189
1,129
(954)
–
(15,483)
(13,960)
(25,296)
167,504
194,197
29,835
887,308
156,698
424,654
(241,446)
4,172
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)
1,231,386
(134,407)
778,171
(94,107)
1,096,979
684,064
(717,619)
(62,269)
452,141
88
(374,725)
40,223
196,535
31,176
17,547
(77,010)
78,933
17,875
112,746
(437,337)
(1,526,508)
(45,280)
–
2
(151,823)
93,896
349,924
25,489
34,981
(257,698)
(9,820)
86,307
–
–
(721,696)
(1,400,530)
The accompanying notes form an integral part of the financial statements.
187
ANNUAL REPORT 2016 CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2016 (CONT’D)
CASH FLOW FROM FINANCING ACTIVITIES
Contributions from non-controlling interests of subsidiaries
without change in control
Dividends paid to non-controlling interests
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
Interest paid
Issuance costs
Repayment of amounts due to non-controlling interests
Group
2016
$’000
2015
$’000
Note
1,000,475
(206,821)
(249,400)
2,335,102
(3,275,214)
521,401
98,529
(64,456)
(165,687)
(23,665)
(26,487)
236,861
(185,938)
(248,971)
4,319,825
(3,881,100)
497,518
695,600
(46,924)
(166,057)
(1,788)
–
29
Net cash (used in)/generated from financing activities
(56,223)
1,219,026
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effects of exchange rate on opening cash
Cash and cash equivalents at end of year
Cash and cash equivalents at end of period:
Fixed deposits, current
Cash and bank balances
Bank overdraft, unsecured
319,060
1,367,505
41,632
502,560
867,938
(2,993)
1,728,197
1,367,505
587,768
1,143,575
1,731,343
(3,146)
642,127
731,013
1,373,140
(5,635)
22
25
Cash and cash equivalents at end of year
1,728,197
1,367,505
Analysis of Acquisitions of Subsidiaries
Net assets acquired:
Property, plant and equipment
Intangible assets
Inventories
Trade and other payables
Provision for taxation
Non-current liabilities
Cash and cash equivalents
Fair value of net assets
Goodwill on acquisition of subsidiaries
Exchange difference
Consideration paid in cash
Cash and cash equivalents of subsidiaries acquired
76,126
–
2,378
(2,647)
(66)
–
1,388
77,179
1,129
90
548,137
204,103
24,422
(85,062)
–
(493,979)
28,088
225,709
60,077
–
78,398
(1,388)
285,786
(28,088)
Cash flow on acquisition, net of cash and cash equivalents acquired
13b
77,010
257,698
188
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2016 (CONT’D)
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 of
Less: Cash held in escrow account
Net cash outflow on disposal of subsidiary
Group
2016
$’000
2015
$’000
Note
–
–
–
–
–
–
–
–
–
–
–
–
–
(19)
(62,313)
(1,128)
(9,820)
2,414
3,109
26,330
(41,427)
(37,506)
(78,933)
9,820
78,933
9,820
18
The accompanying notes form an integral part of the financial statements.
189
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
These notes form an integral part of the financial statements.
The financial statements for the financial year ended 30 September 2016 were authorised for issue in accordance with
a resolution of the Directors on 28 November 2016.
1.
CORPORATE INFORMATION
Frasers Centrepoint Limited (the “Company”) is a limited liability company incorporated and domiciled
in Singapore. On 9 January 2014, the Company commenced trading on the Main Board of the Singapore
Exchange Securities Trading Limited (“SGX-ST”). TCC Assets Limited, incorporated in the British Virgin Islands,
is the immediate and ultimate holding company.
The registered office and principal place of business of the Company is located at 438 Alexandra Road, #21-00
Alexandra Point, Singapore 119958.
The principal activity of the Company is investment holding.
The principal activities of the significant subsidiaries, joint arrangements and associates are set out in
Note 40.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of Preparation
The complete set of consolidated financial statements of the Company and its subsidiaries (collectively, the
“Group”) and the Group’s interest in equity-accounted investees as at and for the year ended 30 September
2016 are prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company are prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (“$” or “S$”). All financial information presented
in Singapore Dollars has been rounded to the nearest thousand, unless otherwise stated.
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.
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.
190
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting 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 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 2.18. 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 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 fair 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 market comparison method, discounted cash flow method and capitalisation
method. 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 disclosed in the Group’s balance sheet.
The Group’s valuation policies and procedures are disclosed in Notes 11 and 34.
(iii)
Valuation of Investment Properties under Construction (“IPUC”)
IPUC are measured at fair value if they can be reliably determined. If fair values cannot be
reliably determined, then IPUC are recorded at cost. The fair values of IPUC are determined
using a combination of market comparison method, discounted cash flow method and residual
land value method 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 Notes 11 and 34.
191
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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 are disclosed in Note 20.
(v)
Impairment of Intangible Assets – Goodwill and Brands
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 and Brands are disclosed in
Notes 13(b) and 16.
(vi)
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.
192
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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)
(vii)
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 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.
(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:
(i)
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.
(ii)
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.
193
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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)
(iii)
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 associated
processes purchased along with the investment and development properties.
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.
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 reporting 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 (“NCI”) even if that results in a
deficit balance.
194
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3
Basis of Consolidation and Business Combinations (cont’d)
(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, other than those associated with the
issue of debt or equity securities, incurred in connection with a business combination 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 payable is recognised at fair value at the acquisition date and included
in the consideration transferred. Subsequent changes to the fair value of the contingent consideration
is recognised in the profit statement. 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.
The Group elects for each individual business combination, whether NCI 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 NCI’s proportionate share of
the acquiree’s identifiable net assets. Other components of NCI 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 NCI 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 2.9(a). When the excess is negative,
a bargain purchase is recognised in the profit statement on the acquisition date.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit statement.
When share-based payment awards (replacement awards) are exchanged for awards held by the
acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount
of the acquirer’s replacement awards is included in measuring the consideration transferred in the
business combination. This determination is based on the market-based value of the replacement
awards compared with the market-based value of the acquiree’s awards and the extent to which the
replacement awards relate to past and/or future service.
195
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3
Basis of Consolidation and Business Combinations (cont’d)
(b)
Business Combinations (cont’d)
Transactions with NCI
NCI 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 NCI is
adjusted and the fair value of the consideration paid or received is recognised directly in equity and
attributable to owners of the Company.
Loss of Control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any NCI
and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss
of control is recognised in profit statement. If the Group retains any interest in the previous subsidiary,
then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted
for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of
influence retained.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction.
(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. In such cases, the acquirer shall identify and recognise the individual identifiable
asset acquired and liabilities assumed. 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.
Such a transaction or event does not give rise to goodwill.
2.4
Investments in Subsidiaries
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.
In the Company’s separate financial statements, investments in subsidiaries are carried at cost less impairment
losses.
196
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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.
(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 significant influence over the financial and operating
policy decisions of the investee but does not have control or joint control of those policies. Significant
influence is presumed to exist when the Group holds 20% or more of the voting power of another entity.
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 a 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’s or joint venture’s profit or loss in the period in which
the investment is acquired.
Under the equity method, the investments in associates or joint ventures are carried on 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 associates or joint ventures reduce the carrying amount of the
investment. Where there has been a change recognised in other comprehensive income (“OCI”) by
the associates or joint ventures, the Group recognises its share of such changes in OCI. Unrealised
gains and losses resulting from transactions between the Group and associates or joint ventures are
eliminated to the extent of the interest in the associates or joint ventures.
197
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.5
Joint Arrangements and Associates (cont’d)
(b)
Joint Ventures and Associates (cont’d)
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 investments 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.
Goodwill that forms part of the carrying amount of an investment in an associate is not recognised
separately, and therefore is not tested for impairment separately. Instead, the entire amount of the
investment in an associate is tested for impairment as a single asset when there is objective evidence
that the investment in an associate may be impaired.
The financial statements of joint ventures and associates are prepared at the same reporting date as
the Group. Where the accounting period of the joint ventures and associates is not co-terminous with
that of the Group, the share of results is arrived at from the last audited financial statements available
and unaudited management financial statements to the end of the accounting period. 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.
2.6
Investment Properties
(a)
Completed Investment Properties
Completed investment properties are held either to earn rental income or for capital appreciation or
both, rather than for use in the production or supply of goods or services, or for administrative purposes,
or for sale in the ordinary course of business and are treated as non-current assets.
Completed investment properties are measured at cost on initial recognition. Costs include expenditure
that is directly attributable to the acquisition of investment properties. 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. When
an investment property that was previously classified as property, plant and equipment is sold, any
related amount included in the revaluation reserve is transferred to retained earnings.
198
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.6
Investment Properties (cont’d)
(a)
Completed Investment Properties (cont’d)
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 property, plant and equipment up to the date of change in use.
(b)
Investment Properties under Construction
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 completed investment properties.
IPUC for which fair value cannot be determined reliably is measured at cost less impairment.
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 Group’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.
199
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.7
Properties Held for Sale (cont’d)
(a)
Development Properties Held for Sale (cont’d)
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 2.18).
Where revenue is recognised upon completion, development properties held for sale are stated at cost
and 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.
When completed, development properties held for sale are transferred to completed properties held
for sale.
(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 related
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.
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 and estimate of the costs of dismantling and removing the items and restoring
the site on which they are located when the Group has an obligation to remove the asset or restore the site.
Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and
repair are charged to the profit statement. Where parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items (major components) of property, plant and
equipment. 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:
Leasehold lands (less than 100 years)
Buildings
Equipment, furniture and fittings
Motor vehicles
Others1
Lease term
50 years
5 to 10 years
7 years
5 to 10 years
1 Others comprise computer hardware and software and office renovations.
200
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.8
Property, Plant and Equipment (cont’d)
Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for
use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.
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, depreciation method and residual values 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.
Reclassification to Investment Property
When the use of a property changes from owner-occupied to investment property, the property is remeasured
to fair value and reclassified accordingly. Any gain arising on remeasurement is recognised in profit statement
to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain
recognised in OCI and presented in the revaluation reserve in equity. Any loss is recognised immediately in
profit statement. When the property is sold, the related amount in the revaluation reserve is transferred to
retained earnings.
2.9
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.
201
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.9
Intangible Assets (cont’d)
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.
(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 of 35 to 70 years.
2.10 Non-Derivative Financial Assets
(a)
Initial Recognition and Measurement
Non-derivative financial assets within the scope of FRS 39 are classified as either non-derivative financial
assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or
available-for-sale financial assets, as appropriate. Non-derivative financial assets are recognised when,
and only when, the Group becomes a party to the contractual provisions of the financial instrument.
When non-derivative financial assets are recognised initially, they are measured at fair value, plus, in
the case of non-derivative financial assets not at fair value through profit or loss, directly attributable
transaction costs. The Group determines the classification of its non-derivative financial assets at initial
recognition.
(b)
Subsequent Measurement
The subsequent measurement of non-derivative financial assets depends 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.
202
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.10 Non-Derivative Financial Assets (cont’d)
(b)
Subsequent Measurement (cont’d)
(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 OCI, except that impairment losses, foreign exchange gains
and losses on debt instruments and interest calculated using the effective interest method are
recognised in profit statement. The cumulative gain or loss previously recognised in OCI 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 non-derivative financial asset is derecognised when the contractual rights to receive cash flows
from the asset have expired, or it transfers the rights to receive the contractual cash flows on the non-
derivative financial asset in a transaction in which substantially all the risks and rewards of ownership
of the non-derivative financial asset are transferred, or it neither transfers nor retains substantially all of
the risks and rewards of ownership and does not retain control over the transferred asset. Any interest
in transferred non-derivative financial assets that is created or retained by the Group is recognised as a
separate asset or liability.
On derecognition of a non-derivative 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 OCI is recognised in the
profit statement.
Non-derivative financial assets and liabilities are offset and the net amount presented in the statement
of financial position when, and only when, the Group has a legal right to offset the amounts and intends
either to settle on a net basis or to realise the asset and settle the liability simultaneously.
2.11 Cash and Cash Equivalents
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 2.10.
2.12 Non-Derivative Financial Liabilities
(a)
Initial Recognition and Measurement
Non-derivative financial liabilities within the scope of FRS 39 are classified as other financial liabilities.
The non-derivative financial liabilities are recognised when, and only when, the Group becomes a party
to the contractual provisions of the financial instrument.
Non-derivative financial liabilities are recognised initially at fair value plus directly attributable transaction
costs.
203
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.12 Non-Derivative Financial Liabilities (cont’d)
(b)
Subsequent Measurement
Subsequent to initial recognition, non-derivative financial liabilities are measured at amortised cost
using the effective interest method.
(c)
Derecognition
A non-derivative financial liability is derecognised when the obligation under the liability is discharged
or cancelled or has expired.
Where an existing non-derivative 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.
Non-derivative financial assets and liabilities are offset and the net amount presented in the balance
sheet when, and only when, the Group has a legal right to offset the amounts and intends either to
settle on a net basis or to realise the asset and settle the liability simultaneously.
2.13 Derivative Financial Instruments
The Group uses derivative financial instruments to hedge against risks associated with foreign currency and
interest rate fluctuations. Embedded derivatives are separated from the host contract and accounted for
separately if the economic characteristics and risks of the host contract and the embedded derivative are
not closely related, a separate instrument with the same terms as the embedded derivative would meet
the definition of a derivative, and the combined instrument is not measured at fair value through the profit
statement.
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. Cross currency interest rate swaps and cross currency swaps are also used to hedge its risks
associated with foreign currency and interest rate fluctuations. It is the Group’s policy not to trade in derivative
financial instruments.
Derivatives are initially recognised at fair value; any attributable transaction costs are recognised in the profit
statement on the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are
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 qualify for hedge accounting. For
the purpose of hedge accounting, these hedges are classified as cash flow hedges. On initial designation of
the derivative as the hedging instrument, the Group formally documents the relationship between the hedging
instrument and the hedged item, including the risk management objectives and strategy in undertaking the
hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness
of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship
as well as on an ongoing basis, of whether the hedging instruments are expected to be ‘highly effective’ in
offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged
risk, and whether the actual results of each hedge are within a range of 80% to 125%.
204
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.13 Derivative Financial Instruments (cont’d)
Cash Flow Hedges
For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised
directly in OCI in hedging reserve, while any ineffective portion is recognised immediately in the profit
statement. Amounts recognised in OCI are transferred to the profit statement when the hedged transaction
affects profit statement, such as when the hedged financial income or financial expense is recognised or when
a forecast sale occurs.
Where the hedged item is a non-financial asset or non-financial liability, the amounts accumulated in equity is
retained in OCI and reclassified to the profit statement in the same period or periods during which the non-
financial item affects profit or loss.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated
or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the
forecast transaction is no longer expected to occur, amounts previously recognised in shareholders’ equity are
transferred to the profit statement.
Hedge of Net Investment in a Foreign Operation
The Group applies hedge accounting to foreign currency differences arising between the functional currency
of the foreign operation and the parent’s functional currency, regardless of whether the net investment is held
directly or through an intermediate parent.
In the entities’ financial statements, foreign currency differences arising from the retranslation of a financial
liability designated as a hedge of a net investment in a foreign operation are recognised in the profit
statement. On consolidation, such differences are recognised in OCI and presented in the foreign currency
translation reserve in the shareholders’ equity, to the extent that the hedge is effective. To the extent that the
hedge is ineffective, such differences are recognised in the profit statement. When the hedged net investment
is disposed off, the cumulative amount in OCI is transferred to the profit statement.
2.14 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 reporting 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.
205
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.15
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 impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its
recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject
to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which
goodwill has been allocated are aggregated so that the level at which impairment testing is performed
reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill
acquired in a business combination is allocated to groups of CGUs that are expected to benefit from
the synergies of the combination.
Impairment losses of continuing operations are recognised in profit statement, except for assets that
are previously revalued where the revaluation was taken to OCI. In this case, the impairment is also
recognised in OCI up to the amount of any previous revaluation. Impairment losses recognised in
respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU
(group of CGUs) and then to reduce the carrying amounts of the other assets in the CGU (group of
CGUs) on a pro rata basis.
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.
206
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.15
Impairment (cont’d)
(b)
Impairment of Financial Assets
The Group assesses at each reporting 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.
In assessing collective impairment, the Group uses historical trends of the probability of default,
the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement
as to whether current economic and credit conditions are such that the actual losses are likely to
be greater or less than suggested by historical trends.
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.
207
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.15
Impairment (cont’d)
(b)
Impairment of Financial Assets (cont’d)
(ii)
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 OCI. 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.
2.16
Income Taxes
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit statement
except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect
of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount
expected to be paid or received that reflects uncertainty related to income taxes, if any.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for:
–
–
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries, associates and joint arrangements to the
extent that the Group is able to control the timing of the reversal of the temporary difference and it is
probable that they will not reverse in the foreseeable future; and
–
taxable temporary differences arising on the initial recognition of goodwill.
208
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.16
Income Taxes (cont’d)
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For
investment property that is measured at fair value, the presumption that the carrying amount of the investment
property will be recovered through sale has not been rebutted. Deferred tax is measured at the tax rates that
are expected to be applied to temporary differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences,
to the extent that it is probable that future taxable profits will be available against which they can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
2.17 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 using the effective interest method.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of
funds.
2.18 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.
209
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.18 Revenue Recognition (cont’d)
(a)
Properties Held for Sale (cont’d)
(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.
(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.
2.19 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.
210
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.19 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 reporting
date. The foreign currency gain or loss on monetary items is the difference between amortised cost
in the functional currency at the beginning of the year, adjusted for effective interest and payments
during the year, and the amortised cost in foreign currency translated at the exchange rate at the end
of the year. 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.
Foreign currency differences arising on the settlement of monetary items or on translating monetary
items at the reporting date are recognised in the profit statement except for:
(i)
(ii)
available for sale equity instruments (except impairment in which case foreign currency differences
that have been recognised in OCI are reclassified to profit statement);
a financial liability designated as a hedge of the net investment in a foreign operation to the
extent that the hedge is effective;
(iii)
qualifying cash flow hedges to the extent the hedges are effective.
(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 reporting 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 OCI and accumulated in the foreign currency
translation reserve in equity.
However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant proportionate
share of the translation difference is allocated to the NCI. When a foreign operation is disposed of such
that control, significant influence or joint control is lost, the cumulative amount in the translation reserve
related to that foreign operation is reclassified to profit statement as part of the gain or loss on disposal.
When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation
while retaining control, the relevant proportion of the cumulative amount is reattributed to NCI. When
the Group disposes of only part of its investment in an associate or joint venture that includes a foreign
operation while retaining significant influence or joint control, the relevant proportion of the cumulative
amount is reclassified to profit statement as part of the gain or loss on disposal.
211
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.19 Foreign Currencies (cont’d)
(c)
Foreign Currency Translation (cont’d)
When the settlement of a monetary item receivable from or payable to a foreign operation is neither
planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from
such a monetary item that are considered to form part of a net investment in a foreign operation are
recognised in OCI and are accumulated in the foreign currency translation reserve in equity.
2.20 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.
(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
reporting date.
(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 of 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.
2.21 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.
212
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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 2.18. Contingent rents are recognised
as revenue in the period in which they are earned.
2.23 Exceptional Items
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 Group and Company for the year arising from non-recurring and
non-operating transactions.
2.24 Share Capital, Perpetual Securities and Issuance Expenses
Proceeds from issuance of ordinary shares are recognised as share capital in equity and incidental costs
directly attributable to the issuance of such shares are deducted against share capital. Proceeds from issuance
of perpetual securities are recognised in equity and incidental costs directly attributable to the issuance of
perpetual securities are deducted against the proceeds from the issue.
213
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Group
2016
$’000
2015
$’000
1,800,307
152,076
1,952,383
865,949
581,102
40,158
3,439,592
2,180,230
119,827
2,300,057
837,139
374,457
49,872
3,561,525
214
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
4.
TRADING PROFIT
Trading profit includes the following:
(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
(b)
Other Income/(Losses) includes:
Fair value gain/(loss) 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
Key executive officers:
– Remuneration
– Provident fund contribution
– Employee share-based expense
Staff costs
Defined contribution plans
Employee share-based expense
Group
2016
$’000
2015
$’000
Note
20
12
18
18
12
16
(1,606,411)
(47,110)
(308,181)
(318,115)
(43,044)
(225,778)
(13,957)
(3,190)
686
(1,855,959)
(45,417)
(217,435)
(153,722)
(31,315)
(148,117)
(12,679)
(782)
628
13,960
(26,466)
(849)
–
6,828
(6,527)
(10,346)
(41,435)
(388)
37,506
6,263
(8,400)
(9,833)
(1,646)
(1,272)
(2,309)
(557)
(1,044)
(955)
(783)
(8,712)
(741)
(1,127)
(1,921)
(304)
(604)
(919)
(706)
(8,123)
(104)
(2,930)
(128,288)
(9,098)
(7,259)
(6,437)
(69)
(2,464)
(101,616)
(6,821)
(4,052)
215
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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 parties
Interest rate swaps:
– Unrealised
– Realised
7.
EXCEPTIONAL ITEMS
Gain on disposal of joint ventures and associates
Transaction costs on acquisition of subsidiaries and associates
(Transaction costs)/write-back of transaction costs on acquisition of
property, plant and equipment
Transaction costs on transfer of investment properties to a REIT
Goodwill on acquisition of subsidiaries written off (Note 13(b))
Gain on acquisition of an associate (Note 14(a))
216
Group
2016
$’000
2015
$’000
10,235
–
15,061
25,296
–
–
25,296
11,791
3,234
15,974
30,999
1,653
4,147
36,799
Group
2016
$’000
2015
$’000
(157,867)
(78)
(157,945)
(1,852)
(7,707)
(167,504)
(152,451)
(43)
(152,494)
(30,584)
(3,079)
(186,157)
Group
2016
$’000
15,483
(2,228)
145
(8,584)
(1,129)
954
4,641
2015
$’000
13,954
(3,582)
(12,577)
–
–
–
(2,205)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
8.
TAXATION
(a) Major Components of Income Tax Expense
The major components 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)
Tax Recognised in OCI
Group
2016
$’000
2015
$’000
(139,711)
(28,842)
(48,458)
(217,011)
(134,278)
(12,757)
(32,229)
(179,264)
5,618
17,196
22,814
(194,197)
10,293
(15,203)
(4,910)
(184,174)
Before
tax
$’000
2016
Tax
expense
$’000
Net
of tax
$’000
Before
tax
$’000
2015
Tax
expense
$’000
Net
of tax
$’000
Group
Net fair value of 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
(123,726)
21,143
(56)
–
(102,639)
–
–
–
–
–
(123,726)
21,143
33,718
(475,431)
(56)
175
–
(102,639)
(1,277)
(442,815)
–
–
–
–
–
33,718
(475,431)
175
(1,277)
(442,815)
(c)
Reconciliation between Tax Expense and Accounting Profit
Profit before taxation
Less: Share of results of joint ventures and associates, net of tax
Profit before share of results of joint ventures and associates and taxation
Group
2016
$’000
2015
$’000
960,343
(171,377)
788,966
1,196,549
(279,430)
917,119
217
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
8.
TAXATION (CONT’D)
(c)
Reconciliation between Tax Expense and Accounting Profit (cont’d)
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
(Over)/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 to perpetual securities holders
Others
Effective tax rate
Group
2016
%
2015
%
17.0
6.3
(0.6)
1.1
2.0
(2.9)
(1.4)
(2.0)
0.2
1.6
2.5
2.4
(1.4)
(0.2)
24.6
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
During the current year, certain subsidiaries in Singapore have transferred losses of $8,252,000 (Year of
Assessment (“YA”) 2015: $26,386,000) arising from YA 2016 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 $894,000 (2015: $1,007,000) have been recognised during the financial year 2016. Potential tax
benefits of $10,038,000 (2015: $8,563,000) 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 2016, certain subsidiaries have unutilised tax losses of approximately $183,776,000 (2015:
$293,986,000) and unabsorbed capital allowances of $156,432,000 (2015: $174,630,000) 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 $68,692,000 (2015: $98,659,000) 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.
218
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
9.
EARNINGS PER SHARE
Earnings per share is computed by dividing the Group’s attributable profit (after adjusting for distributions to
perpetual securities holders of $64,456,000 (2015: $46,924,000)) by the weighted average number of ordinary
shares in issue during the financial year. In respect of diluted earnings per share, the denominator is adjusted
for the effects of dilutive potential ordinary shares, which comprise share awards granted to employees. 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
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
2016
$’000
2015
$’000
415,407
532,763
496,906
724,350
No. of Shares
‘000
‘000
2,898,893
21,409
2,893,873
16,353
2,920,302
2,910,226
14.3¢
18.4¢
14.2¢
18.2¢
17.2¢
25.0¢
17.1¢
24.9¢
219
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
10.
SEGMENT INFORMATION
In June 2016, the Group announced a series of key organisational changes.
The organisational changes comprise the formation of the following strategic business units (“SBU”):
(i)
(ii)
(iii)
(iv)
Singapore SBU, which integrates the Singapore Residential and Commercial Properties development
and operations. Singapore Commercial Properties include the ownership/management of retail,
commercial and industrial properties held by Frasers Centrepoint Trust (“FCT”), Frasers Commercial
Trust (“FCOT”) and non-REIT entities.
Australia SBU, which consists both non-REIT entities and Frasers Logistics and Industrial Trust (“FLT”)
and the development, ownership and operation of residential, commercial and industrial properties in
Australia and New Zealand.
Hospitality SBU, which encompasses the Group’s hospitality operations and the ownership/operation of
hotels and serviced apartments held by Frasers Hospitality Trust (“FHT”) and non-REIT entities.
International Business, which comprises development and commercial operations in China, the UK,
Vietnam and Thailand.
Management determines the business segments based on the reports reviewed and used by the Group CEO
(the chief operating decision maker) for strategic decisions making and resources allocation. The Group CEO
reviews internal management reports of each SBU at least quarterly.
Geographically, management reviews the performance of the businesses in Singapore, Australia, Europe,
China and Others. Geographical segment revenue is based on the geographical location of the customers.
Geographical segment assets are based on the geographical location of the assets.
Information regarding the results of each reportable segment is included below. Performance is measured
based on segment profit before interest, fair value change, taxation and exceptional items (“PBIT”), as included
in the internal management reports that are reviewed by the Group CEO. Segment PBIT is used to measure
performance as management believes that such information is the most relevant in evaluating the results of
certain segments relative to other entities that operate within these industries. Group financing (including
finance costs) and income taxes are managed on a group basis and are not allocated to operating segments.
Segment assets and liabilities are presented net of inter-segment balances. Inter-segment pricing is determined
on arm’s length basis.
The comparative business segment information have been restated to reflect the above organisational changes.
220
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2016
The following table presents financial information regarding business segments:
Business Segment
Singapore
SBU
$’000
Australia
SBU
$’000
Hospitality
SBU
$’000
International
Business
$’000
Corporate
and Others Eliminations
$’000
$’000
Group
$’000
Revenue – external
Revenue – inter-segment
Revenue – intra-segment(1)
Total revenue
946,152 1,449,354
–
5,242
1,003,663 1,454,596
801
56,710
789,477
–
148,726
938,203
134,307
703
135,010
253,368
–
–
253,368
82,456
103,235
185,691
1,241
15,080
14,026
30,347
(28,499)
–
(28,499)
360,880
67,360
428,240
217,678
79
217,757
Subsidiaries
Joint ventures and associates
PBIT
Interest income
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
Non-current assets
Current assets
Investments in joint ventures
and associates
Tax assets
Bank deposits
Cash and cash equivalents
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other Segment Information
Additions to non-current assets
Depreciation
Amortisation
Write-down to net realisable
value of properties held for sale
Attributable profit before fair
value change and exceptional
items(2)
Fair value change
Exceptional items
Attributable profit
(30,535)
200,279
(10,207)
174
14,860
(7,961)
(2,638)
380
–
–
8,741,698 3,283,127 4,266,992
162,021
1,181,141 2,375,457
69,778
1,068,100
22,458
16,750
248,602
51,546
113
492,752
–
376,521
526,657
221,892
877,942
119,293
278,512
1,126
89
351,971
9,321
–
135,199
42,364
1,067
–
47,110
–
567
73
490
–
13,639
–
–
–
177,916
(41,721)
14,860
151,055
77,276
162,544
(1,323)
238,497
24,662
(14,677)
(2,811)
7,174
147,871
104
380
148,355
52,138
–
–
52,138
– 3,439,592
–
(15,881)
–
(224,704)
(240,585) 3,439,592
–
–
–
–
–
766,822
171,377
938,199
25,296
(167,504)
795,991
159,711
955,702
4,641
960,343
(194,197)
766,146
– 16,384,053
– 4,803,469
–
793,013
55,160
437,337
1,731,343
24,204,375
– 2,122,305
9,795,537
443,049
12,360,891
–
–
–
–
–
–
–
–
779,888
52,884
1,646
47,110
479,863
106,250
11,106
597,219
221
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2016 (cont’d)
The following table presents financial information regarding geographical segments:
Geographical Segment
Singapore
$’000
Australia
$’000
Europe
$’000
China
$’000
Others(3)
$’000
Group
$’000
Total revenue
PBIT
1,029,923
367,595
1,630,785
299,700
509,601
111,320
116,770
120,296
152,513
39,288
3,439,592
938,199
Non-current assets
Current assets
Investments in joint ventures
and associates
Tax assets
Bank deposits
Cash and cash equivalents
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Depreciation
Amortisation
Write-down to net realisable
value of properties held for sale
Exceptional items
9,363,764
1,221,237
4,723,421
2,354,240
1,520,991
654,293
264,679
511,915
511,198 16,384,053
4,803,469
61,784
248,267
51,546
–
248,394
244,806
469,708
568,515
337,896
679,369
66,817
793,013
55,160
437,337
1,731,343
24,204,375
2,122,305
9,795,537
443,049
12,360,891
295,394
10,103
89
355,539
19,469
–
125,638
18,732
1,557
–
14,845
45,128
(7,945)
–
(2,638)
695
1,464
–
–
–
2,622
3,116
–
1,982
379
779,888
52,884
1,646
47,110
4,641
(1)
(2)
Intra-segment revenue arises mainly from master lease and management fee income within the same SBU.
The attributable profit disclosed includes inter-segment interest income and expense, in order to reflect the cost of financing of the
Group’s internal funds between segments.
(3) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
222
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2015
The following table presents financial information regarding business segments:
Business Segment
Singapore
SBU
$’000
Australia
SBU
$’000
Hospitality
SBU
$’000
International
Business
$’000
Corporate
and Others Eliminations
$’000
$’000
Group
$’000
Revenue – external
Revenue – inter-segment
Revenue – intra-segment(1)
Total revenue
1,137,187
645
57,376
1,195,208
1,372,934
–
10,364
1,383,298
566,255
–
132,676
698,931
122,626
1,852
124,478
483,488
–
–
483,488
126,598
86,070
212,668
1,661
14,116
9,125
24,902
(75,311)
–
(75,311)
424,795
148,139
572,934
226,624
43,369
269,993
3,561,525
–
–
(14,761)
–
(209,541)
(224,302) 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
54,821
79,096
109,288
145
–
(286)
(15,873)
13,954
–
–
8,520,781
1,465,317
71,626
780,762
4,355,718
130,452
3,011,331
2,401,718
11,839
188,896
– 15,971,295
4,967,145
–
358,050
182,375
–
33,448
11,515
467,765
370,194
232,373
358,819
200,442
796,629
–
912
46
235,117
–
6,723
–
537,664
264,180
27,554
164
24
–
91
490
2,354
–
4,782
41
–
–
–
45,417
–
269,962
75,132
–
345,094
73,102
89,315
(286)
162,131
25,702
55,071
(5,836)
74,937
184,958
94
13,954
199,006
(9,894)
–
–
(9,894)
–
–
–
–
–
–
–
–
–
–
–
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
741
45,417
543,830
219,612
7,832
771,274
223
Subsidiaries
Joint ventures and associates
PBIT
Interest income
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
Non-current assets
Current assets
Investments in joint ventures
and associates
Tax assets
Cash and cash equivalents
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Amortisation
Write-down to net realisable
value of properties held
for sale
Attributable profit before fair
value change and exceptional
items(2)
Fair value change
Exceptional items
Attributable profit
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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(3)
$’000
Group
$’000
Total revenue
PBIT
1,226,264
494,153
1,549,816
316,242
194,437
47,587
458,344
209,572
132,664
37,208
3,561,525
1,104,762
Non-current assets
Current assets
Investments in joint ventures and
associates
Tax assets
Cash and cash equivalents
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current assets
Additions to intangible assets
Depreciation
Amortisation
Write-down to net realisable value of
properties held for sale
Exceptional items
9,114,971
1,521,928
4,415,963
2,451,158
1,615,943
417,911
283,739
508,190
540,679 15,971,295
4,967,145
67,958
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
87
260,044
–
21,545
–
147,183
264,180
3,187
654
362
–
977
–
2,000
–
2,406
–
1,571,788
264,180
40,062
741
–
1,111
–
(13,958)
13,115
(6,435)
32,302
–
–
17,077
45,417
(2,205)
(1)
(2)
Intra-segment revenue arises mainly from master lease and management fee income within the same SBU.
The attributable profit disclosed includes inter-segment interest income and expense, in order to reflect the cost of financing of the
Group’s internal funds between segments.
(3) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
224
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
11.
INVESTMENT PROPERTIES
Completed
Investment
Properties
$’000
Investment
Properties
Under
Construction
$’000
Total
Investment
Properties
$’000
Group
Balance Sheet
At 1 October 2014
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 and 1 October 2015
Currency re-alignment
Reclassification from properties held for sale
Transfer upon completion
Additions
Disposals
Fair value change
At 30 September 2016
10,413,240
(378,458)
–
209,777
(90,931)
325,943
184,299
10,663,870
26,029
–
353,604
229,776
(452,141)
165,086
10,986,224
Profit Statement
Rental income from completed investment properties:
– Minimum lease payments
– Contingent rent based on tenants’ turnover
Direct operating expenses (including repairs and
maintenance) arising from:
– Rental generating properties
Company
Balance Sheet
At 1 October 2014, 30 September 2015 and 30 September 2016
1,010,133
(4,303)
290,704
(209,777)
–
1,200,565
–
2,287,322
165
78,886
(353,604)
487,843
–
7,183
2,507,795
11,423,373
(382,761)
290,704
–
(90,931)
1,526,508
184,299
12,951,192
26,194
78,886
–
717,619
(452,141)
172,269
13,494,019
2016
$’000
2015
$’000
852,255
13,694
865,949
827,703
9,436
837,139
308,181
217,435
Completed
Investment
Properties
$’000
1,600
225
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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 by valuers at the reporting date.
Investment properties amounting to approximately $383,000,000 (2015: $773,000,000) have been mortgaged
to certain financial institutions as securities for credit facilities.
(b)
Investment Properties under Construction
IPUC are valued annually by valuers by estimating the fair values of the completed investment properties
and then deducting from those amounts 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.
IPUC amounting to approximately $2,255,000,000 (2015: $2,076,600,000) 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
Fair value change on investment properties in consolidated profit statement
Group
2016
$’000
172,269
–
(12,558)
159,711
2015
$’000
184,299
52,782
6,269
243,350
Included in other movements are net long term lease incentives under certain incentive reimbursement
arrangements upon the injection of investment properties into a REIT, net leasing fees capitalised and effects
of recognising accounting income on a straight-line basis over the lease term.
226
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
12.
PROPERTY, PLANT AND EQUIPMENT
Freehold
Lands
$’000
Leasehold
Lands
$’000
Buildings
$’000
Assets
under
Construction
$’000
Equipment,
Furniture
and Fittings Others
$’000
$’000
Total
$’000
Group
Cost
At 1 October 2014
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Disposal of a subsidiary
Transfer from investment
properties
Transfer upon completion
At 30 September 2015
and 1 October 2015
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Reclassification
Transfer upon completion
At 30 September 2016
Accumulated Depreciation
At 1 October 2014
Currency re-alignment
Charge for the year 2015
Acquisition of subsidiaries
Disposals/write-offs
Disposal of a subsidiary
At 30 September 2015 and
1 October 2015
Currency re-alignment
Charge for the year 2016
Disposals/write-offs
Reclassification
At 30 September 2016
Net Book Value
At 30 September 2016
At 30 September 2015
207,108
(15,797)
112,502
–
–
–
15,067
–
318,880
(9,465)
22,838
–
–
–
–
332,253
334,502
(174)
49,849
–
–
–
821,798
(49,537)
352,149
15,366
–
–
–
–
75,864
–
384,177 1,215,640
(73,920)
(10,944)
50,623
–
8,854
–
(61)
–
–
–
–
–
373,233 1,201,136
–
–
–
–
–
–
–
–
–
–
–
–
1,448
2
3,978
–
–
–
5,428
(36)
4,590
–
–
9,982
3,999
(646)
22,380
–
–
–
25,733
(664)
24,317
–
–
49,386
2,973
(281)
3,124
3,160
–
–
–
(190)
8,786
(1,105)
–
21,409
–
(2,567)
(3,331)
23,192
–
–
–
–
–
–
–
–
–
–
–
–
87,292
(2,823)
36,263
24,575
(808)
(162)
1,242
75
–
2,179
(6)
–
1,454,915
(68,537)
553,887
45,280
(814)
(162)
–
190
–
–
90,931
–
3,490
144,527
(77)
(16,875)
–
2,665
155
31,851
(132)
(2,199)
4,741 (2,174)
–
3,331
1,262
168,041
2,075,500
(112,386)
76,126
62,269
(2,392)
–
–
2,099,117
33,536
(187)
13,390
5,750
(418)
(143)
1,030
59
314
–
(6)
–
40,013
(772)
40,062
5,750
(424)
(143)
51,928
(8,310)
23,927
(1,357)
255
66,443
1,397
(70)
50
(98)
(255)
1,024
84,486
(9,080)
52,884
(1,455)
–
126,835
332,253
318,880
363,251 1,151,750
378,749 1,189,907
23,192
8,786
101,598
92,599
238 1,972,282
1,991,014
2,093
227
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
12.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Company
Cost
At 1 October 2014, 30 September 2015 and 1 October 2015
Additions
Fully depreciated
At 30 September 2016
Accumulated Depreciation
At 1 October 2014, 30 September 2015 and 1 October 2015
Fully depreciated
Charge for the year 2016
At 30 September 2016
Net Book Value
At 30 September 2016
At 30 September 2015
* Denotes amounts less than $1,000.
Equipment,
Furniture and
Fittings
$’000
53
1
(53)
1
53
(53)
–*
–*
1
–
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
Company
2016
$’000
52,877
7
52,884
2015
$’000
40,027
35
40,062
2016
$’000
2015
$’000
–
–
–
–
–
–
Included in property, plant and equipment are certain hotel properties of the Group with carrying amount of
$267,187,000 (2015: $264,097,000) which are pledged to certain financial institutions to secure credit facilities.
228
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Net balances with subsidiaries
Amounts due from subsidiaries:
– Current
– Non-current
Amounts due to subsidiaries:
– Current
– Non-current
Net balances with subsidiaries
Company
2016
$’000
2015
$’000
Note
1,880,386
(80,490)
1,799,896
1,753,014
(80,490)
1,672,524
1,399,656
1,973,289
3,372,945
1,244,624
1,767,488
3,012,112
(188,743)
(188,743)
(228,572)
(228,572)
3,184,202
2,783,540
1,958,514
1,414,431
3,372,945
290,390
2,721,722
3,012,112
(187,435)
(1,308)
(188,743)
(21,495)
(207,077)
(228,572)
3,184,202
2,783,540
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% (2015: 0.2% to 4.0%) per annum was charged.
Amounts due to subsidiaries are non-trade related, interest free, unsecured and payable in cash.
Balances with subsidiaries 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. The non-current loans due from subsidiaries form part of the Company’s net investment in
subsidiaries where settlement is neither planned nor likely to occur in the foreseeable future.
Details of significant subsidiaries are included in Note 40.
229
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI
The following subsidiaries have NCI that are material to the Group.
Name
Frasers Centrepoint Trust
Frasers Commercial Trust
Frasers Hospitality Trust
Frasers Logistics & Industrial Trust
Principal Place
of Business/
Country of Incorporation
Singapore
Singapore
Singapore
Singapore
Ownership
Interest held by NCI
2015
2016
58.5%
72.9%
78.4%
79.5%
58.7%
72.8%
79.7%
–
The Group assessed that it controls FCT, FCOT, FHT and FLT, although the Group owns less than half of the
ownership interest and voting power of FCT, FCOT, FHT and FLT. The activities of FCT, FCOT, FHT and FLT
are managed by the Group’s wholly-owned subsidiaries, namely, Frasers Centrepoint Asset Management Ltd.
(“FCAM”), Frasers Centrepoint Asset Management (Commercial) Ltd. (“FCAMC”), Frasers Hospitality Asset
Management Pte. Ltd. (“FHAM”) and Frasers Logistics & Industrial Asset Management Pte. Ltd. (“FLIAM”),
respectively (collectively, the “REIT Managers”). The REIT Managers have decision-making authority over FCT,
FCOT, FHT and FLT, 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.
230
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
For the subsidiaries with material NCI, financial information are before inter-company eliminations.
Other
Subsidiaries
with
Individually
Immaterial
NCI
$’000
Total
$’000
FCT
$’000
FCOT
$’000
FHT
$’000
FLT
$’000
183,815
123,447
124,565
156,497
71,241
77,894
126,543
22,421
(33,542)
43,658
3,918
63,254
72,229
72,883
51,899
56,746
17,576
(26,294)
3,115
50,287
24,108
18,106
168,927
171,728
79,642
25,508
100,578
102,522
2,568,970 1,989,716 1,876,892 1,751,320
(29,385)
(526,297)
1,775,646 1,228,416 1,076,686 1,298,160
(219,301)
(621,641)
(278,800)
(540,032)
(155,841)
(744,943)
2016
Revenue
Profit for the year
Total comprehensive income
Attributable to NCI:
– Profit for the year
– Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to NCI
1,034,265
899,898
801,162 1,032,037
23,199 3,790,561
Cash flows from/(used in):
– operating activities
– investing activities
– financing activities1
Net increase in cash and cash
equivalents
125,987
(13,180)
(110,296)
101,751
(3,284)
(89,397)
107,779
33,468
(127,008) (1,452,758)
30,271 1,498,220
2,511
9,070
11,042
78,930
1 Includes dividends paid to NCI
63,437
51,513
49,854
–
231
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
Other
Subsidiaries
with
Individually
Immaterial
NCI
$’000
Total
$’000
FCT
$’000
FCOT
$’000
FHT
$’000
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
21,598
2,527,149
(327,670)
(466,533)
1,754,544
79,230
1,955,211
(39,406)
(788,163)
1,206,872
62,684
1,882,795
(30,529)
(822,217)
1,092,733
2015
Revenue
Profit for the year
Total comprehensive income
Attributable to NCI:
– Profit for the year
– Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
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
232
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(i)
FCT
Payment of Management Fees by Way of Units in FCT
The Group, through its subsidiary, FCAM as the manager of FCT, received the following units in FCT
(“FCT units”) in payment of 20% to 50% of its management fees for the year from 1 October 2015 to
30 September 2016:
Relevant Period
Date Received
Received
Price
$
Received
$
held by FCAM
by the Group
No. of
Value of
Aggregate of
Aggregate of
Units
Issued
Units
FCT Units
FCT Units held
1 July 2015 to
30 September 2015
1 October 2015 to
31 December 2015
1 January 2016 to
31 March 2016
1 April 2016 to
30 June 2016
26 October 2015 371,296 1.8925
702,678
29,581,336
379,252,336
25 January 2016
394,269 1.8319
722,261
29,975,605
379,646,605
25 April 2016
898,068 2.0011
1,797,124
30,873,673
380,544,673
17 July 2016
865,668 2.0038
1,734,626
31,739,341
381,410,341
4,956,689
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 SGX-ST
for the last ten business days of the relevant period.
With the above payments of management fees by way of units in FCT, the Group and FCAM hold an
aggregate of 381,410,341 units and 31,739,341 units in FCT, representing 41.5% and 3.5% of the total
issued FCT units, respectively.
233
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(ii)
FCOT
Payment of Management Fees by Way of Units in FCOT
The Group, through its subsidiary, FCAMC as the manager of FCOT, received the following units in
FCOT (“FCOT units”) in payment of approximately 23% to 40% of its management fees for the year
from 1 October 2015 to 30 September 2016:
No. of
Value of
Aggregate of
FCOT Units
Units
Issued
Units
FCOT Units
held by
Aggregate of
Relevant Period
Date Received
Received
Price
$
Received
$
held by FCAMC
the Group
1 July 2015 to
30 September 2015
1 October 2015 to
31 December 2015
1 January 2016 to
31 March 2016
1 April 2016 to
30 June 2016
27 October 2015 711,903 1.3402
954,092
89,235,276
213,720,255
22 January 2016
617,585 1.2719
785,506
89,852,861
214,337,840
25 April 2016
1,037,965 1.3057 1,355,271
90,890,826
215,375,805
22 July 2016
267,630 1.2472
333,788
91,158,456
215,643,435
3,428,657
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 SGX-ST for the last ten business days of the relevant period.
With the above payments of management fees by way of units in FCOT, the Group and FCAMC hold
an aggregate of 215,643,435 units and 91,158,456 units in FCOT, representing 27.1% and 11.6% of the
total issued FCOT units, respectively.
234
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(iii)
FHT
Payment of Management Fees by Way of Units in FHT
The Group, through its subsidiaries, FHAM and Frasers Hospitality Pte. Ltd. (“FHPL”) as the managers of
FHT (the “FHT managers”), received units in FHT (“FHT units”) in payment of 100% of their management
fees.
On 5 May 2016, nomination agreements were signed between the FHT managers and FCL Investment
Pte. Ltd. (“FCLI”) where the FHT managers may nominate FCLI to receive such FHT units issued to
them pursuant to payment of management fees, in exchange for a cash consideration (“Nomination
Agreements”).
The following FHT units were issued in payment of 100% of their management fees for the year from 1
October 2015 to 30 September 2016:
Relevant Period Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate
of
FHT Units
held by
the FHT
managers
Aggregate
of
FHT Units
held by FCLI
Aggregate
of
FHT Units
held by
the Group
1 July 2015 to 30
September 2015
3 November 2015 10,647,549
0.7716
8,215,999 24,032,748 262,378,000 286,410,748
1 October 2015 to 5 May 2016
31 March 2016
10,656,290
0.7642
8,143,535 24,032,748 273,034,290 297,067,038
16,359,534
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 SGX-ST for the last ten business days of the relevant period.
Payment of Acquisition Fees by Way of Units in FHT
The Group, through FHAM, received 1,159,146 units in FHT at a price of $0.78 per unit, in payment of
acquisition fee of $902,280 in respect of the acquisition by FHT of Maritim Hotel Dresden in Germany.
FHAM nominated these units to be received and held by FCLI in accordance with the Nomination
Agreements.
With the above payments of management fees and acquisition fees by way of units in FHT, the Group,
FCLI and the FHT managers hold an aggregate of 298,226,184 units, 274,193,436 units, 24,032,748
units in FHT, representing 21.6%, 19.9% and 1.7% of the total issued FHT units, respectively.
235
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries
(i)
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, for approximately S$285,800,000 (Sterling
Pound (“GBP”) 136,100,000).
The Group engaged an independent firm to perform Purchase Price Allocation (“PPA”) for MHDV.
Based on the PPA, the goodwill was provisionally determined at $60,077,000 as of 30 September 2015.
The PPA was finalised during the current financial year and the effects of the finalisation of the PPA are
as follows:
Goodwill
Brands
Favourable leases
Property, plant and equipment
Current assets
Current liabilities
Non-current liabilities
Provisional
Fair Value
Previously
Recognised Adjustments
$’000
$’000
60,077
158,346
45,757
548,137
24,422
(85,062)
(493,979)
403
–
(487)
–
–
–
84
As
Finalised
$’000
60,480
158,346
45,270
548,137
24,422
(85,062)
(493,895)
As the finalised PPA was not materially different from the provisional allocation in the previous financial
year, the comparative figures of the Group have not been restated to reflect the PPA finalisation.
236
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
(ii)
On 9 Dec 2015, MHDV completed the acquisition of 100% shareholding interest in Golden Tent Limited
(“GTL”), a company incorporated in Hong Kong Special Administrative Region of the People’s Republic
of China. GTL and its subsidiary carry on the business of operating hotels in the United Kingdom,
namely The Montpellier Chapter, The Magdalen Chapter, Hotel Seattle and The Avon Gorge Hotel.
The addition of the four properties through GTL will enable MHDV to further expand into the fast-
growing UK hospitality segment, which is in line with the Group’s expansion strategy of the Malmaison
and Hotel du Vin lifestyle brands within the region.
The consideration was approximately S$78,398,000 (GBP37,075,000) and was arrived at on a willing-
buyer-willing-seller basis, taking into account the net tangible asset value of GTL and its subsidiary of
approximately S$77,179,000 (GBP36,498,000).
The fair value of the identifiable assets and liabilities of GTL as at acquisition date were:
Finalised Accounting of the Acquisition of GTL
Property, plant and equipment
Inventories
Cash and cash equivalents
Trade and other payables
Provision for taxation
Total identifiable net assets at fair value
Goodwill on acquisition written off to profit statement (Note 7)
Exchange difference
Total consideration
Cash of subsidiaries acquired
Net cash outflow on acquisition of subsidiaries
Fair Value
Recognised on
Acquisition
$’000
76,126
2,378
1,388
79,892
(2,647)
(66)
77,179
1,129
90
78,398
(1,388)
77,010
237
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
Transaction Costs
Transaction costs related to the acquisition of $1,541,000 have been recognised in the “Exceptional Items” in
the Group’s profit statement for the year ended 30 September 2016.
Measurement of Fair Values
Assets Acquired
Valuation Technique
Property, plant and equipment
10 years discounted cash flow method, having regard to comparable
evidence and current market sentiment
Goodwill Arising from Acquisition
The Group engaged an independent firm to perform valuations of the properties of GTL. Based on the external
valuations, the goodwill of $1,129,000, constituting the residual excess of consideration paid over the fair
values of identifiable net assets, has been written off in the “Exceptional Items” in the Group’s profit statement
for the year ended 30 September 2016.
Impact of the Acquisition on Profit Statement
From the acquisition date, GTL has contributed $23,876,000 and $3,733,000, to the Group’s revenue and
profit for the year, respectively. If the business combination had taken place at the beginning of the year,
the contribution by GTL to the Group’s revenue and profit for the year would have been $28,607,000 and
$4,022,000, respectively.
(c)
Acquisition of Additional Interest in Subsidiaries
On 21 December 2015, the Company acquired 100% of the issued and paid-up share capital of SQ International
(Australia) Pte. Ltd. (“SQIA”), a newly-incorporated company in Singapore, from SQ International Pte. Ltd (the
“SQIA Acquisition”). SQIA was renamed Frasers (Australia) Investments Pte. Ltd. (“FAI”) on 5 August 2016.
FAI is the legal and beneficial owner of 25 issued and paid-up ordinary shares and 75 issued and paid-up
preference shares in Frasers (Australia) Pte. Ltd. (“FAPL”). The remaining 75 issued and paid-up ordinary shares
and 125 issued and paid-up preference shares in FAPL are directly held by the Company. Following completion
of the SQIA Acquisition, FAI became a wholly-owned subsidiary of the Group and the Group’s shareholding
interest in FAPL increased to 100%.
Subsidiary
FAI
Additional
Interests
in FAPL
Acquired
Carrying
Value of
Subsidiary
Acquired
$’000
Consideration
Paid
$’000
Excess of
Consideration
Paid
$’000
25%
(6,801)
35,372
42,173
The differences between the consideration paid and the carrying value of the subsidiary acquired are recognised
as a reduction in retained earnings.
238
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
Note
74,669
165,544
240,213
50,339
284,589
334,928
398,733
154,067
552,800
167,535
82,925
250,460
500
–
500
–
–
–
500
–
500
–
–
–
793,013
585,388
500
500
18
24
18
24
165,965
285,202
120,106
261,257
(109)
451,058
(115)
381,248
14,500
–
–
(85,947)
(71,447)
78,531
–
(92,575)
–
(14,044)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–*
–
–
–*
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
Balances with joint ventures
Loans to joint ventures:
– Non-current
– Current
Loans from joint ventures:
– Current
Balances with associates
Loans to associates:
– Non-current
– Current
Loan from an associate:
– Non-current
– Current
* Denotes amount less than $1,000.
The loans to joint ventures bear interest at 1.0% to 4.7% (2015: 1.1% to 4.6%) per annum, are unsecured,
payable in cash and have no fixed repayment terms.
The loans from joint ventures are interest free, unsecured and are repayable in cash within the next 12 months.
The non-current loan to an associate is unsecured, interest free, payable in cash and has no fixed repayment
terms.
The loan from an associate of $85,947,000 (2015: $92,575,000) bears interest at 5.3% (2015: 5.3%) per annum,
is unsecured and is repayable in August 2017.
239
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
(a)
Acquisition of an Associate
On 14 January 2016, the Group, through its wholly-owned subsidiary, Frasers Property Holdings (Thailand)
Co., Ltd. (“FPHT”), completed the acquisition of 685,700,997 new ordinary shares in Golden Land Property
Development Public Company Limited (“Gold”), representing 29.5% shareholding interest in Gold. The
business of Gold comprises residential and commercial property development and property management and
property advisory service in Thailand. The consideration is approximately S$195,000,000 (Thai Baht (“Baht”)
4,971,000,000), at a subscription price of approximately S$0.29 (Baht 7.25) per share. On 2 March 2016, FPHT
completed the open-market purchase of 142,000,000 additional shares at an average price of approximately
S$0.261 (Baht 6.50) per share, increasing FPHT’s interest in Gold to 35.6%. The aggregate consideration for the
additional shares is approximately S$36,000,000 (Baht 923,000,000).
The Group engaged an independent firm to perform PPA for Gold. Based on the PPA, part of the consideration
paid for the net assets has been identified and allocated to property, plant and equipment, investment properties,
properties held for sale and deferred tax liabilities. The PPA was finalised during the current financial year. The
excess of fair values of the identifiable assets over the consideration is recorded as a gain on acquisition of an
associate of $954,000 under “Exceptional Items” in the profit statement (Note 7).
The market value of the Group’s interest in Gold as at 30 September 2016 is S$193,980,000.
(b)
Incorporation of a Joint Venture
On 15 February 2016, FCL Topaz Pte. Ltd., a wholly-owned subsidiary of FCL, together with Sekisui House, Ltd.
and KH Capital Pte. Ltd., incorporated a joint venture company, East Vue Pte. Ltd. (“East Vue”), in Singapore.
The formation of East Vue is to undertake the development of a private condominium land parcel at Siglap
Road acquired in April 2016. The site is expected to launch in 2017.
(c)
Disposal of an Associate
On 9 December 2015, FCL Centrepoint Pte. Ltd., a wholly-owned subsidiary of FCL, entered into a deed to
sell its entire equity interest in an associate, Gemshine Investments (S) Pte. Ltd. (“Gemshine”), to Lexis 88
Investments (Mauritius) Limited and novate its share of intercompany loans for the consideration of $19,618,020
(“the Shares Consideration”) and $60,692,040, respectively (collectively, the “Aggregate Consideration”). The
Aggregate Consideration was arrived at on a willing-buyer-willing-seller basis. The Shares Consideration was
arrived at taking into account, amongst others, the value of the property and a sum based on the adjusted
cash and net liabilities of Gemshine and its subsidiaries as at 30 September 2015. The sale was completed on
1 February 2016 and the Aggregate Consideration was settled in cash.
The gain on disposal of Gemshine of $14,860,000 is classified as “Exceptional Items” in the profit statement
(Note 7).
240
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
No disclosure of fair value is made for material joint ventures as they are not quoted on any market.
Except for Gold and Supreme Asia Investments Limited and its subsidiary (“SAI group”), the Group’s joint
ventures and associates are individually immaterial.
The following table analyses, in aggregate, the carrying amount and share of profit and OCI of the joint
ventures.
Group’s interest in net assets at beginning of the year
334,928
589,385
Group
2016
$’000
2015
$’000
Group’s share of:
– Profit after taxation
– OCI
Total comprehensive income
Addition during the year
Disposal during the year
Dividends received during the year
Currency re-alignment
69,845
(228)
69,617
22,952
–
(188,125)
841
231,167
45
231,212
–
(124,666)
(344,996)
(16,007)
Carrying amount of interest at end of the year
240,213
334,928
241
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
The following table summarises the financial information of each of the Group’s material associates based on
their consolidated financial information prepared in accordance with FRS, modified for fair value adjustments
on acquisition and differences in the Group’s accounting policies. The table also analyses, in aggregate, the
carrying amount and share of profit and OCI of the remaining individually immaterial associates.
Gold
$’000
Immaterial
SAI group Associates
$’000
$’000
Total
$’000
2016
Revenue
Profit after taxation
OCI
Total comprehensive income
Attributable to:
– NCI
– Investee’s shareholders
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Attributable to:
– NCI
– Investee’s shareholders
313,261
719,178
41,208
–
41,208
208,881
–
208,881
(269)
41,477
7,224
201,657
515,958
724,473
(123,632)
(438,143)
678,656
1,139,264
214,342
(811,668)
–
541,938
(7,357)
686,013
16,969
524,969
Group’s interest in net assets at beginning
of the year
–
182,375
68,085
250,460
Group’s share of:
– Profit/(loss) after taxation
– OCI
Total comprehensive income
Addition during the year
Disposal during the year
Dividends received during the year
Currency re-alignment
14,774
–
14,774
231,200
–
(1,616)
–
88,461
–
88,461
–
–
(2,788)
(19,654)
(1,703)
172
(1,531)
–
(3,628)
(4,006)
1,128
101,532
172
101,704
231,200
(3,628)
(8,410)
(18,526)
Carrying amount of interest at end of the year
244,358
248,394
60,048
552,800
242
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
Immaterial
SAI group Associates
$’000
$’000
Total
$’000
2015
Revenue
Profit after taxation
OCI
Total comprehensive income
Attributable to:
– NCI
– SAI group’s shareholders
Current assets
Non-current assets
Current liabilities
Net assets
Attributable to:
– NCI
– SAI group’s shareholders
806,568
190,619
–
190,619
6,348
184,271
823,491
279,543
(724,184)
378,850
13,445
365,405
Group’s interest in net assets at beginning of the year
88,937
127,289
216,226
Group’s share of:
– Profit after taxation
– OCI
Total comprehensive income
Disposal during the year
Dividends received during the year
Currency re-alignment
86,063
–
86,063
–
–
7,375
6,007
130
6,137
(48,181)
(4,576)
(12,584)
92,070
130
92,200
(48,181)
(4,576)
(5,209)
Carrying amount of interest at end of the year
182,375
68,085
250,460
243
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
15.
FINANCIAL ASSETS
Available-for-sale financial assets:
Unquoted
Equity investments, at cost
Allowance for impairment
Quoted
Equity investments
Total available-for-sale financial assets
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
3,303
(1,155)
2,148
3,303
(1,155)
2,148
3,303
(1,155)
2,148
3,303
(1,155)
2,148
14
2,162
17
2,165
–
2,148
–
2,148
The unquoted equity investments are measured at cost less impairment losses as there are no active markets
for these investments (Note 34(e)).
16.
INTANGIBLE ASSETS
Goodwill
$’000
Brands
$’000
Favourable
Leases
$’000
Others
$’000
Total
$’000
Cost
At 1 October 2014
Currency re-alignment
Acquisition of subsidiaries (Note 13(b))
496,516
(50,640)
60,077
–
3,846
158,346
At 30 September 2015 and
1 October 2015
Currency re-alignment
Adjustments on finalisation of PPA
(Note 13(b))
Write-off against reserves
At 30 September 2016
505,953
4,531
403
–
510,887
162,192
(28,804)
–
–
133,388
–
1,112
45,757
46,869
(8,246)
(487)
–
38,136
–
6
164
170
(133)
1,067
1,104
10,397
–
–
506,913
(45,682)
264,180
10,397
–
–
(5,312)
5,085
725,411
(32,519)
(84)
(5,312)
687,496
3,500
–
577
4,077
–
579
4,656
3,500
6
741
4,247
(133)
1,646
5,760
–
–
–
–
–
–
–
–
–
–
–
–
–
–
510,887
505,953
133,388
162,192
37,032
46,699
429
6,320
681,736
721,164
Accumulated Amortisation
At 1 October 2014
Currency re-alignment
Amortisation
At 30 September 2015 and
1 October 2015
Currency re-alignment
Amortisation
At 30 September 2016
Net Book Value
At 30 September 2016
At 30 September 2015
244
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
16.
INTANGIBLE ASSETS (CONT’D)
(a)
Goodwill
The Group’s goodwill is denominated in the respective functional currencies of the acquired subsidiaries and
is subject to currency fluctuations.
The carrying value was assessed for impairment based on CGUs during the financial year.
Carrying value of capitalised goodwill in the following business segments:
– Australia SBU
– Singapore SBU
– Hospitality SBU
(i)
Australia SBU
2016
$’000
2015
$’000
397,339
62,601
50,947
510,887
381,816
62,601
61,536
505,953
Management adopted a fair value less costs to sell approach to impairment test. The recoverable amount
of the CGU of Frasers Property Limited (“FPL”) are estimated based on a 3-year average forecast PBIT
earnings amount and an earnings multiple of 12.5 (2015: 12.5). The PBIT earnings was capitalised at
multiples consistent with the valuation reports prepared by external professional advisors to assess the
offer by the Group to acquire FPL. The earnings multiple determined takes into consideration market
participants’ multiples used in mergers and acquisitions, market trading ranges and research reports.
Management believes the earnings multiple applied is sustainable in view of the current and anticipated
business conditions.
The recoverable amount yields sufficient head room at the reporting date which indicates no impairment
required.
As at 30 September 2016, the carrying value of goodwill is Australian Dollar (“A$”) 381,396,000 (2015:
A$381,396,000).
(ii)
Singapore SBU
The Group recorded goodwill upon the acquisition of FCOT and FCAMC. For the purposes of impairment
testing, the goodwill is allocated to FCAMC which holds the management contracts for FCOT.
The recoverable amount has been determined based on value in use calculations using a projection
of the net management fee income covering a 10-year period. The pre-tax discount applied to the
projections is 10% (2015: 10%) and the forecast growth rate used beyond the 10-year period is 2%
(2015: 2%). Based on the recoverable amount, no impairment is necessary.
As at 30 September 2016, the carrying value of goodwill is S$62,601,000 (2015: S$62,601,000).
245
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
16.
INTANGIBLE ASSETS (CONT’D)
(a)
Goodwill (cont’d)
(iii)
Hospitality SBU
Based on the finalised PPA, goodwill on the acquisition of MHDV was determined at S$60,480,000 (GBP
28,800,000) (Note 13).
For the purposes of impairment testing, the carrying amount of goodwill on the acquisition of MHDV
has been allocated to the Malmaison hotels (S$26,535,000 (GBP15,000,000)) and Hotel du Vin hotels
(S$24,412,000 (GBP13,800,000)) CGUs.
As at 30 September 2016, the carrying value of goodwill is GBP28,800,000 (2015: GBP28,608,000).
The recoverable amount of these two CGUs were based on its respective value in use, determined by
discounting the projected cash flows over 7 years to be generated from the continuing use of the CGU.
Cash flows beyond these periods are extrapolated using the estimated terminal growth rates stated in
the table below which are within management’s expectation of the long term average growth rates of
the industry and countries in which the two CGUs operate.
The key assumptions used in the estimation of the value in use were as follows:
Discount rate
Terminal value growth rate
Malmaison hotels
CGU
%
Hotel du Vin hotels
CGU
%
7.0
2.0 – 3.0
7.0
3.0
The recoverable amount yields sufficient headroom at the reporting date which indicates no impairment
required.
246
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
16.
INTANGIBLE ASSETS (CONT’D)
(b)
Brands
Brands relate to the “Malmaison” and “Hotel du Vin” brand names that the Group acquired in the prior
year. Based on the finalised PPA, the amount has been valued at $158,346,000 (Note 13). As the brands are
determined to have indefinite useful lives, no amortisation has been charged for the year.
The methodology and key assumptions used in estimation of the recoverable amounts of Malmaison hotels
and Hotel du Vin hotels CGUs are set out in Note 16(a)(iii).
(c)
Favourable Leases
Based on the finalised PPA, favourable leases attributable to the Malmaison hotels CGU has been valued at
$45,270,000 (Note 13). Amortisation of $1,067,000 (2015: $164,000) was charged to the profit statement.
The methodology and key assumptions used in estimation of the recoverable amounts of the Malmaison hotels
CGU are set out in Note 16(a)(iii).
17.
PREPAYMENTS
Non-current
Prepayments
Current
Prepaid land and development costs
Other prepayments
Total prepayments
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
3,074
8,349
60,455
52,602
113,057
116,131
19,877
41,328
61,205
69,554
–
–
51
51
51
–
–
47
47
47
Prepaid land and development costs relate to tender deposits and related costs paid in respect of tender of
Changjiang Road, Dalian, China for the development of serviced residences.
247
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
18.
TRADE AND OTHER RECEIVABLES
Other receivables (non-current)
Amounts due from subsidiaries
Loans to joint ventures
Loans to associates
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
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
–
165,965
14,500
43,804
4,375
228,644
–
120,106
78,531
37,096
5,743
241,476
1,414,431
–
–
–
–
1,414,431
2,721,722
–
–
–
–
2,721,722
65,030
72,886
1,238
159,544
224,574
208,397
281,283
11,033
15,088
702
36,659
–
13,558
7,301
1,124
7,034
6,707
–
1,238
1,103
–
–
–
–
–
78,933
–
33,791
12,506
–
321
285,202
–
–
57,945
453,247
34,032
18,743
–
3,406
261,257
–
84,969
45,158
562,222
–
–
1,958,514
–
–
–
–
72
1,959,689
617
–
617
–
–
–
2
–
–
–
–
290,390
1,091
–
–*
–
1,365
292,848
13
14
14
Total trade and other receivables (current)
677,821
843,505
1,960,927
293,465
Total trade and other receivables
(current and non-current)
* Denotes amount less than $1,000.
906,465
1,084,981
3,375,358
3,015,187
248
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
18.
TRADE AND OTHER RECEIVABLES (CONT’D)
Trade Receivables
Trade receivables comprise mainly rental receivables, 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 receivables 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.
Amounts due from Related Companies
Amounts due from related companies are non-trade related, unsecured, interest free and repayable on demand
in cash.
Loan to a Non-Controlling Interest
In 2015, the loan to a NCI was related to the NCI’s share of shareholders’ loan contributions to a subsidiary,
Frasers (Australia) Pte. Ltd., paid on behalf by FCL Clover Pte. Ltd., another subsidiary of the Company. The
amount was repayable in cash and bore interest at a fixed rate of 8% per annum.
In conjunction with the SQIA acquisition (Note 13(c)), this loan was fully settled during the year.
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.
249
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
18.
TRADE AND OTHER RECEIVABLES (CONT’D)
(a)
Credit Risk by Strategic Business Units
The maximum exposure to credit risk for trade receivables and sales proceeds receivable at the reporting date
by strategic business units is as follows:
Singapore SBU
Australia SBU
Hospitality SBU
International Business
Corporate and Others
Group
Company
2016
$’000
82,296
96,379
38,829
3,324
3,746
224,574
2015
$’000
165,318
54,120
58,855
516
2,474
281,283
2016
$’000
–
–
–
–
1,238
1,238
2015
$’000
–
–
–
–
617
617
(b)
Trade Receivables that are Past Due but Not Impaired
The Group had trade receivables amounting to $21,063,000 (2015: $17,763,000) that are past due at reporting
date but not impaired. These receivables are unsecured and the aging analysis at the reporting date is as
follows:
Trade receivables past due:
1 to 30 days
31 to 60 days
61 to 90 days
More than 90 days
Group
2016
$’000
2015
$’000
16,068
2,618
1,215
1,162
21,063
10,180
3,620
1,459
2,504
17,763
250
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
18.
TRADE AND OTHER RECEIVABLES (CONT’D)
(c)
Trade Receivables that are Impaired
The Group’s trade receivables that are impaired at the reporting date and the movements of the allowance
account used to record the impairment are as follows:
Trade receivables – nominal amounts
Allowance for impairment
Movements in allowance account:
At 1 October
Currency re-alignment
Charge for the year (Note 4(a))
Write-back of allowance (Note 4(a))
Written off
At 30 September
Group
Collectively Impaired
2016
$’000
4,434
(2,096)
2,338
2,013
83
11
(11)
–
2,096
2015
$’000
5,038
(2,013)
3,025
2,291
(278)
11
(11)
–
2,013
Individually Impaired
2015
$’000
2016
$’000
4,326
(4,326)
–
1,908
(57)
3,179
(675)
(29)
4,326
1,908
(1,908)
–
1,855
27
771
(617)
(128)
1,908
Trade and other receivables that are individually determined to be impaired at the reporting 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.
251
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
19. DEFERRED TAX ASSETS AND LIABILITIES
The deferred tax assets and liabilities prior to offsetting of balances within the same jurisdiction are as follows:
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
Deferred tax liabilities
Fair value adjustments
Provisions, expenses and income taken in a
different period
Differences in depreciation
Others
Gross deferred tax liabilities
Balance Sheet
2016
$’000
2015
$’000
Group
(Charged)/credited to
Profit Statement
2016
$’000
2015
$’000
–
–
–
(1,403)
23,220
6,260
99,013
23,905
152,398
24,708
4,723
98,797
34,290
162,518
(196)
1,233
(3,488)
(27,587)
(30,038)
2,606
349
(39,165)
(36,849)
(74,462)
(171,540)
(167,395)
(10,599)
(24,525)
(99,004)
(12,466)
(20,306)
(303,316)
(88,085)
(12,493)
(42,557)
(310,530)
(16,540)
216
25,700
(1,223)
67,454
(1,524)
(14,375)
27,030
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same tax jurisdiction. The amounts,
determined after appropriate offsetting, are shown on the balance sheet.
Deferred tax assets
Deferred tax liabilities
Group
2016
$’000
2015
$’000
55,160
(206,078)
(150,918)
169,724
(317,736)
(148,012)
252
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Movements in write-down to net realisable value are as follows:
Development properties held for sale
At 1 October
Currency re-alignment
Charge for the year (Note 4(a))
Sold during the year
Transfer to completed properties held for sale
At 30 September
Completed properties held for sale
At 1 October
Currency re-alignment
Charge for the year (Note 4(a))
Sold during the year
Transfer from development properties held for sale
At 30 September
Group
2016
$’000
2015
$’000
3,331,291
(94,165)
3,237,126
117,806
3,354,932
(206,356)
3,148,576
3,701,765
(110,437)
3,591,328
61,155
3,652,483
(115,720)
3,536,763
899,902
(50,927)
848,975
407,247
(21,338)
385,909
3,997,551
3,922,672
Group
2016
$’000
2015
$’000
(110,437)
1,174
(27,842)
31,099
11,841
(94,165)
(21,338)
906
(19,268)
614
(11,841)
(50,927)
(93,725)
8,912
(25,624)
–
–
(110,437)
(1,298)
(247)
(19,793)
–
–
(21,338)
(a)
During the year, net interest expense of $39,140,000 (2015: $61,498,000) 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
1.8% and 4.4% (2015: 2.5% and 4.9%) per annum.
253
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
20.
PROPERTIES HELD FOR SALE (CONT’D)
(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:
Aggregate costs incurred and recognised to date
Less: Progress billings
Group
2016
$’000
2015
$’000
648,731
(206,356)
442,375
568,168
(115,720)
452,448
(c)
(d)
Included in development properties held for sale are projects of approximately $652,667,000 (2015:
$987,511,000) 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
2016
$’000
2015
$’000
650
741
112,181
20,272
(e)
Certain subsidiaries have granted fixed and floating charges over their properties held for sale totalling
$1,596,259,000 (2015: $1,592,175,000) to financial institutions as securities for credit facilities.
254
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
21. DERIVATIVE FINANCIAL INSTRUMENTS
Assets
Cross currency interest rate swaps/
cross currency swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Liabilities
Cross currency interest rate swaps/
cross currency swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
4,689
1,446
5,362
11,497
9,361
2,136
11,497
19,328
107,541
10,049
136,918
46,924
89,994
136,918
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
225
–
–
225
–
225
225
–
32,557
190
32,747
263
32,484
32,747
–
19,463
5,352
24,815
5,352
19,463
24,815
–
20,018
7,605
27,623
8,006
19,617
27,623
(a)
Cross Currency Interest Rate Swaps/Cross Currency Swaps
The Group enters into cross currency interest rate swaps and cross currency swaps to hedge its exposure to
interest rate risks associated with movements in interest rates which impact the borrowing costs of the Group
and also to hedge exposure to exchange rate risks on foreign currency borrowings.
The Group and the Company have cross currency interest rate swap and cross currency swap arrangements in
place for the following amounts:
Notional amounts
Within one year
Between one to three years
After three years
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
112,744
218,193
421,600
752,537
–
100,000
227,768
327,768
–
–
34,075
34,075
–
–
–
–
Cross currency swaps with a carrying amount of $705,000 (2015: Nil) were designated as hedge instruments for
net investment hedges to hedge foreign exchange risks arising from the Group’s net investments. There was
no ineffectiveness recognised from these hedges.
255
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
21. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)
(b)
Interest Rate Swaps
Derivative financial instruments are used by the Group to hedge exposure to interest rate risks associated with
movements in interest rates on the borrowings of the Group.
The Group and the Company 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
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
2,031,979
2,750,665
2,006,033
6,788,677
549,429
2,676,440
3,517,270
6,743,139
88,595
1,000,000
518,800
1,607,395
–
91,124
1,495,200
1,586,324
At 30 September 2016, the fixed interest rates of the outstanding interest rate swap contracts ranged between
0.4% to 4.5% (2015: 1.0% to 3.5%) per annum.
Interest rate swaps with a carrying amount of $105,494,000 (2015: $33,062,000) were designated as hedge
instruments for cash flow hedges, to hedge interest rate risks arising from variable rate borrowings. There was
no ineffectiveness recognised from these hedges.
(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 Group and the Company have foreign currency forward contract arrangements in place for the following
amounts:
Notional amounts
Within one year
Between one to three years
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
794,294
46,881
841,175
813,568
–
813,568
102,000
–
102,000
421,558
–
421,558
256
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
22.
BANK DEPOSITS AND CASH AND CASH EQUIVALENTS
Bank deposits
Structured deposits
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
Total cash and cash equivalents
Total bank deposits and cash and
cash equivalents
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
437,337
–
–
–
522,545
1,117,713
525,687
690,197
20,000
47,516
–
9,064
65,223
25,862
91,085
1,731,343
116,440
40,816
157,256
1,373,140
–
–
–
67,516
2,168,680
1,373,140
67,516
–
–
–
9,064
9,064
(a)
Bank deposits comprise the following Chinese Renminbi (“RMB”) structured deposits:
Group
2016
Amount
$’000 RMB’000
2015
Amount
$’000 RMB’000
Interest
Rate
%
Maturity
Principal protected deposits
Linked to United States Dollar
(“US$”)/S$
61,309
81,746
20,436
Total principal protected deposits(1) 163,491
300,000
400,000
100,000
800,000
Credit-linked deposits
Linked to US$ LIBOR
Other deposits
Total credit-linked deposits(2)
6,131
102,183
108,314
30,000
500,000
530,000
228,580
46,714
581,400
118,818
809,980
165,532
273,846 1,339,980
Total structured deposits
437,337 2,139,980
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.7 18 October 2016
2.7 17 October 2016
2.8 25 November 2016
2.8 3 March 2017
3.1 3 March 2017
3.0 13 January 2017
3.0 1 March 2017
(1)
Principal protected at maturity.
(2) Credit-linked deposits are linked to certain financing obtained by FCL Treasury Pte. Ltd. (“FCLT”), a wholly-owned subsidiary of the
Company (Note 25).
257
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
22.
BANK DEPOSITS AND CASH AND CASH EQUIVALENTS (CONT’D)
(b)
(c)
(d)
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 reporting date:
Fixed deposits and cash in banks and in hand
Bank overdrafts
Group
2016
$’000
2015
$’000
Note
25
1,731,343
(3,146)
1,373,140
(5,635)
Cash and cash equivalents in the consolidated cash flow statement
1,728,197
1,367,505
23. ASSETS HELD FOR SALE
On 19 September 2015, the Group, through its wholly-owned subsidiary Frasers Property Australia (“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). The underlying property value in the joint venture (“JV”) recorded a fair
value uplift of S$25,528,000 (A$25,500,000) to reflect the contract price of the assets. As at 30 September
2015, the Group’s revalued 19.9% ownership interest in ALJV was transferred to assets held for sale and was
appropriately carried at the lower of cost and fair value less selling costs. The transaction was completed on
18 November 2015.
258
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
24.
TRADE AND OTHER PAYABLES
Group
Company
Trade payables
472,436
380,433
1,074
Note
2016
$’000
2015
$’000
2016
$’000
2015
$’000
186
–
–
8,178
–
–
–
21,495
6
–
–
–
29,679
29,865
–
–
–
207,077
–
–
207,077
4,156
45,297
132,479
43,480
–
–
407,498
66,461
56,130
67,327
–
669
85,947
109
488,931
1,222,525
1,694,961
67,504
146,844
33,192
–
42,886
–
290,426
335,339
39,077
45,238
58,882
–
843
–
115
278,762
934,215
1,314,648
35,142
75,508
50,526
–
–
92,575
253,751
7,713
–
–
–
187,435
–
–
–
–
195,148
196,222
–
–
–
1,308
–
–
1,308
13
14
14
13
14
1,985,387
1,568,399
197,530
236,942
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 subsidiaries
Amounts due to related companies
Loan from an associate
Loans from joint ventures
Progress billings received in advance
Total trade and other payables (current)
Other payables (non-current)
Sundry creditors
Land vendor liabilities
Rental deposits
Amounts due to subsidiaries
Amounts due to non-controlling interests
Loan from an associate
Total trade and other payables
(current and non-current)
Trade Payables
Trade payables are non-interest bearing and are generally settled on 30 to 60 days term.
Amounts due to Non-Controlling Interests
Current amounts due to non-controlling interests are non-trade in nature, unsecured, repayable in cash on
demand and interest free.
Included in non-current amounts due to non-controlling interests is $28,932,000 (2015: Nil) which bears interest
at a range between 1.9% and 2.8% (2015: Nil), are non-trade in nature, unsecured and with no fixed term of
repayment.
259
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
24.
TRADE AND OTHER PAYABLES (CONT’D)
Sundry Creditors
Included in non-current sundry creditors are unfavourable leases of $11,537,000 (2015: $14,597,000) relating
to a lease liability for effects of unfavourable leases recognised on acquisition of MHDV (Note 13) and is
amortised over the lease terms of the hotel properties.
Amounts due to Related Companies
Amounts due to related companies are non-trade related, interest free, 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 $146,844,000 (2015: $75,508,000) 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
%
2016
%
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
Repayable within one year:
Unsecured
Bank loans
Medium Term Notes
Bank overdrafts
Secured
Bank loans
Repayable after one year:
Unsecured
Bank loans
Medium Term Notes
Other bonds
Secured
Bank loans
Other bonds
2.2
2.9
–
4.1
–
–
1,052,700
30,000
3,146
640,173
–
5,635
3.1
2.3
384,270
1,470,116
374,329
1,020,137
2.5
3.4
3.4
1.9
4.9
2.9
3.4
3.5
2.9
4.9
4,587,183
1,081,541
529,268
6,107,626
544,193
524,877
2,096,135
31,294
8,325,421
2,047,742
30,882
9,255,320
Total loans and borrowings
9,795,537
10,275,457
260
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
25.
LOANS AND BORROWINGS (CONT’D)
(a)
The secured bank loans and other bonds 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
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
1,119,011
6,190,504
1,015,906
8,325,421
1,667,498
6,817,991
769,831
9,255,320
–
–
–
–
–
–
–
–
(c)
As at 30 September 2016, the Group and the Company had interest rate swaps in place, which have the
economic effect of converting borrowings from variable rates to fixed rates. The fair values and the terms of
these interest rate swaps are discussed in Notes 21 and 34.
(d)
FCLT 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)
The Group, through its subsidiary, FHT, established a S$1,000,000,000 Multicurrency Debt Issuance Programme.
(h)
Included in other bonds are:
Unsecured
(i)
(ii)
Retail bonds of S$497,886,000 (2015: S$497,518,000) issued by FCLT. The bonds mature 7 years from
22 May 2015, are unsecured and are unconditionally and irrevocably guaranteed by the Company.
Bonds of S$31,382,000 (JPY 2.35 billion) (2015: S$27,359,000 (JPY 2.35 billion)) issued by FHT. The
Japanese Yen denominated bonds mature 5 years from 14 July 2014 and are unsecured.
Secured
(iii)
Senior bonds of S$31,294,000 (MYR 94,886,000) (2015: S$30,882,000 (MYR 94,846,000)) issued by FHT.
The Malaysian Ringgit denominated bonds mature 5 years from 14 July 2014 and are secured by the
Westin Kuala Lumpur.
261
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
26.
SHARE CAPITAL
Issued and fully paid:
Ordinary Shares
At 1 October
Issued during the year:
– pursuant to the vesting of shares
awarded under the share plans
At 30 September
Group and Company
2016
2015
No. of Shares
$’000
No. of Shares
$’000
2,895,009,863
1,759,858
2,889,812,572
1,753,977
4,986,581
2,899,996,444
6,942
1,766,800
5,197,291
2,895,009,863
5,881
1,759,858
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.
27. OTHER RESERVES
Hedging reserve
Foreign currency translation reserve
Share-based compensation reserve
Dividend reserve
Other reserves
Group
Company
2016
$’000
2015
$’000
2016
$’000
(75,374)
(471,347)
18,600
179,800
20,588
(327,733)
27,804
(468,446)
15,353
179,491
–
(245,798)
3,700
–
18,600
179,800
–
202,100
2015
$’000
3,217
–
15,322
179,491
–
198,030
262
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
27. OTHER RESERVES (CONT’D)
The movement of other reserves is as follows:
Foreign
Currency
Translation
Reserve
$’000
Share-
based
Compensation
Reserve
$’000
Hedging
Reserve
$’000
Dividend
Reserve
$’000
Other
Reserve
$’000
Total
$’000
27,804
(468,446)
15,353
179,491
–
(245,798)
(103,204)
–
–
(2,180)
(56)
–
(103,260)
(2,180)
–
–
–
–
–
–
–
–
–
–
(103,204)
(2,180)
20,588
20,532
20,588
(84,852)
–
–
–
–
–
82
82
–
–
–
–
–
(6,942)
10,189
–
–
–
–
(179,491)
179,800
3,247
309
(721)
(721)
–
–
–
–
–
–
–
–
–
–
–
(6,942)
10,189
(179,491)
179,800
3,556
(639)
(639)
(75,374)
(471,347)
18,600
179,800
20,588
(327,733)
Group
2016
Opening balance at
1 October 2015
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
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests in
subsidiaries
Change in interests in subsidiaries
without change in control
Total change in ownership
interests in subsidiaries
Closing balance at
30 September 2016
263
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
27. OTHER RESERVES (CONT’D)
Group
2015
Opening balance at
1 October 2014
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
Dividends paid (Note 30)
Dividends proposed (Note 30)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Dilution of interests in
subsidiaries without change
in 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
(78,238)
12,231
179,168
532
117,154
24,839
–
175
–
–
–
–
(671)
–
(390,253)
–
–
25,014
(671)
(390,253)
–
–
–
–
–
–
(5,881)
–
–
–
–
45
–
45
9,003
–
–
–
(179,168)
179,491
3,122
323
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
24,839
(390,253)
175
(606)
(1,277)
(606)
(366,516)
–
–
–
–
–
–
74
74
(5,881)
9,003
(179,168)
179,491
3,445
45
74
119
Closing balance at
30 September 2015
27,804
(a)
Hedging Reserve
(468,446)
15,353
179,491
–
(245,798)
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.
264
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
27. OTHER RESERVES (CONT’D)
(b)
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.
(c)
Share-based Compensation Reserve
The share-based compensation reserve comprises the cumulative value of employee services received for the
issue of the shares under the share plans of the Company (Note 28).
(d)
Dividend Reserve
Dividend reserve relates to proposed final dividend of 6.2 cents (2015: 6.2 cents) per share (Note 30).
(e)
Other Reserve
Included in other reserves are statutory reserves which relate to appropriation of funds from the net profit of
subsidiaries and associates in China and Thailand, respectively, in accordance with the local laws.
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.
50% of the RSP final awards will vest at the end of the 2-year performance period. 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 $9,662,000
(2015: $7,562,000).
265
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
28.
SHARE PLANS (CONT’D)
(a)
FCL Restricted Share Plan (“RSP”) (cont’d)
The estimated fair value of shares granted during the year ranges from $1.42 to $1.54 (2015: $1.42 to $1.54).
The fair value of equity-settled contingent award of shares are determined using Monte Carlo Valuation Model,
which involves projection of future outcomes using statistical distributions of key random variables including
share price and volatility of returns. The inputs to the model used are as follows:
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
(b)
FCL Performance Share Plan (“PSP”)
2016
2015
3.96
19.33
1.95 to 2.32
2.03 to 4.03
1.67
4.26
18.78
1.48 to 1.98
1.36 to 3.36
1.64
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)
100% of the final PSP awards will vest at the end of the 3-year performance period.
The expense recognised in the profit statement granted under the PSP during the financial year is $558,000
(2015: $1,441,000).
The estimated fair value of shares granted during the year is $1.04 (2015: $1.01). The fair value of equity-settled
contingent award of shares are determined using Monte Carlo Valuation Model, which involves projection of
future outcomes using statistical distributions of key random variables including share price and volatility of
returns. The inputs to the model used are as follows:
Dividend yield (%)
Expected volatility (%)
Cost of equity (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
2016
3.96
19.33
7.20
2.15
3.03
1.67
2015
4.26
18.78
6.10
1.75
2.36
1.64
266
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
28.
SHARE PLANS (CONT’D)
(c)
RSP and PSP granted
The third grant of RSP and PSP (“Year 3”) was made on 22 December 2015. The details of the shares awarded
under the RSP and PSP in aggregate are as follows:
RSP Shares
Grant Date
Replacement
FCL Awards*
Year 1
Year 2
Year 3
3 October 2014
3 October 2014
19 August 2015
22 December 2015
Balance as at
1 October 2015
or Grant Date
if Later
Cancelled
Achievement
Factor
Vested
Balance as at
30 September
2016
or Grant Date
if Later
3,015,881
4,009,127
7,592,138
10,127,771
24,744,917
(25,650)
(49,600)
(637,000)
(728,000)
(1,440,250)
–
870,973
–
–
870,973
(1,986,731)
(2,440,050)
–
–
(4,426,781)
1,003,500
2,390,450
6,955,138
9,399,771
19,748,859
*
The Replacement FCL Awards were granted to replace the 1,844,401 Outstanding F&N Awards.
PSP Shares
Grant Date
Replacement
FCL Awards** 3 October 2014
3 October 2014
Year 1
19 August 2015
Year 2
22 December 2015
Year 3
Balance as at
1 October 2015
or Grant Date
if Later
Cancelled
Achievement
Factor
Vested
Balance as at
30 September
2016
or Grant Date
if Later
598,655
667,839
469,059
523,616
2,259,169
–
–
–
–
–
(38,855)
–
–
–
(38,855)
(559,800)
–
–
–
(559,800)
–
667,839
469,059
523,616
1,660,514
** The Replacement FCL Awards were granted to replace the 370,246 Outstanding F&N Awards.
267
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
28.
SHARE PLANS (CONT’D)
(c)
RSP and PSP granted (cont’d)
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
Replacement
FCL Awards*
Year 1
Year 2
3 October 2014
3 October 2014
19 August 2015
Balance as at
1 October 2014
or Grant Date
if Later
Cancelled
Achievement
Factor
Vested
Balance as at
30 September
2015
or Grant Date
if Later
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)
–
–
(4,215,991)
3,015,881
4,009,127
7,592,138
14,617,146
*
The Replacement FCL Awards were granted to replace the 1,844,401 Outstanding F&N Awards.
PSP Shares
Grant Date
Replacement
FCL Awards**
Year 1
Year 2
3 October 2014
3 October 2014
19 August 2015
Balance as at
1 October 2014
or Grant Date
if Later
Cancelled
Achievement
Factor
1,200,527
667,839
469,059
2,337,425
–
–
–
–
379,428
–
–
379,428
Balance as at
30 September
2015
or Grant Date
if Later
598,655
667,839
469,059
1,735,553
Vested
(981,300)
–
–
(981,300)
** The Replacement FCL Awards were granted to replace the 370,246 Outstanding F&N Awards.
268
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
29.
PERPETUAL SECURITIES
The Group’s perpetual securities comprise perpetual securities issued by its subsidiaries, FCLT and FHT (the
“Issuers”).
Issue Date
Principal Amount
Issued under FCLT’s S$3,000,000,000 Multicurrency Debt Issuance Programme:
– 4.88% subordinated perpetual securities
– 5.00% subordinated perpetual securities
24 September 2014
9 March 2015
$600,000,000
$700,000,000
Issued under FHT’s S$1,000,000,000 Multicurrency Debt Issuance Programme:
– 4.45% subordinated perpetual securities
12 May 2016
$100,000,000
On 12 May 2016, the Group, through its subsidiary FHT, issued $100,000,000 in aggregate principal amount
of perpetual securities.
Issuance costs of $1,471,000 was recognised in equity as a deduction from proceeds.
Distributions are payable semi-annually in arrears. The rates of distribution are subject to revision in accordance
with the terms and conditions of the securities. Subject to such conditions, the Issuers may elect to defer
making distributions on the perpetual securities, and is not subject to any limits as to the number of times a
distribution can be deferred.
As the perpetual securities have no fixed maturity date and the payment of distributions is at the discretion of
the Issuers, the Issuers are considered to have no contractual obligations to repay the 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 the Issuers
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 the Issuers. The securities may be redeemed at the
option of the Issuers 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 (2015: 2.4 cents) per share, tax exempt
Final proposed
6.2 cents (2015: 6.2 cents) per share, tax exempt
Company
2016
$’000
2015
$’000
69,909
69,803
179,800
249,709
179,491
249,294
The final dividends are proposed by the Directors after the reporting date and subject to the approval of
shareholders at the next annual general meeting of the Company.
269
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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.
In addition, Singapore incorporated companies listed on the SGX will apply a new financial reporting framework
identical to the International Financial Reporting Standards (“IFRS”) for the financial year ending 31 December
2018 onwards. Singapore incorporated companies listed on the SGX will have to assess the impact of IFRS1
First time adoption of IFRS when transitioning to the new reporting framework.
Description
FRS 114
Effective for
Annual Period
Beginning on
or After
Regulatory Deferral Accounts
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
1 January 2016
Depreciation 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 and its Associate or Joint Venture
1 January 2016
Improvements to FRSs (November 2014)
(a)
Amendments to FRS 105
Non-current Assets Held for Sale and
1 January 2016
Discontinued Operations
(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
Amendments to FRS 12
Recognition of Deferred Tax Assets for
1 January 2017
Unrealised Losses
FRS 115
FRS 109
FRS 116
270
Revenue from Contracts with Customers
1 January 2018
Financial Instruments
Leases
1 January 2018
1 January 2019
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (CONT’D)
With the exception of FRS 115, FRS 116 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, FRS 116 and FRS 109 are described below.
FRS 115 Revenue from Contracts with Customers
FRS 115 establishes a comprehensive framework for determining whether, how much and when revenue
is recognised. It also introduces new cost guidance which requires certain costs of obtaining and fulfilling
contracts to be recognised as separate assets when specified criteria are met.
When effective, FRS 115 replaces existing revenue recognition guidance, including FRS 18 Revenue, FRS
11 Construction Contracts, INT FRS 113 Customer Loyalty Programmes, INT FRS 115 Agreements for the
Construction of Real Estate, INT FRS 118 Transfers of Assets from Customers and INT FRS 31 Revenue – Barter
Transactions Involving Advertising Services.
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 replaces most of the existing guidance in FRS 39 Financial Instruments: Recognition and Measurement.
It includes revised guidance on classification and measurement of financial instruments, a new expected credit
loss model for calculating impairment on financial assets and new general hedge accounting requirements. It
also carries forward the guidance on recognition and derecognition of financial instruments from FRS 39.
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.
FRS 116 Leases
FRS 116 eliminates the lessee’s classification of leases as either operating leases or finance leases and introduces
a single lessee accounting model. Applying the new model, a lessee is required to recognise right-of-use (ROU)
assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low
value. FRS 116 substantially carries forward the lessor accounting requirements in FRS 17 Leases. Accordingly,
a lessor continues to classify its leases as operating leases or finance leases, and to account for these two types
of leases using the FRS 17 operating lease and finance lease accounting models respectively. However, FRS
116 requires more extensive disclosures to be provided by a lessor. When effective, FRS 116 replaces existing
lease accounting guidance, including FRS 17, INT FRS 104 Determining whether an Arrangement contains a
Lease, INT FRS 15 Operating Leases – Incentives, and INT FRS 27 Evaluating the Substance of Transactions
Involving the Legal Form of a Lease.
FRS 116 is effective for annual periods beginning on or after 1 January 2019, with early adoption permitted if
FRS 115 is also applied. The Group is currently assessing the impact of FRS 116 and plans to adopt the new
standard on the required effective date.
271
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
32.
SIGNIFICANT RELATED PARTY TRANSACTIONS
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.
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:
Group
2016
$’000
2015
$’000
(2,843)
(2,843)
(240)
(286)
(1,567)
–
180
(2,143)
1,245
180
502
129
(15,061)
78
(15,025)
43
(653)
(586)
(662)
(789)
Rental and service charge income
– received from related companies
Hotel and other income
– received from related companies
Management fees
– received from joint ventures
– paid to a related company
– paid to a related party
Purchases
– paid to related companies
Interest (income)/expense
– received from related parties
– paid to related parties
Marketing fees
– received from joint ventures
Accounting and secretarial fees
– received from joint ventures
272
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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 reporting 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 2016, 100% (2015: 100%) of the Company’s receivables are due from subsidiaries. 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
cross currency interest rate swaps, cross currency swaps, 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.
273
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(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.
The following are the expected contractual undiscounted cash flows of financial liabilities and derivative
financial instruments, including interest payments and excluding the impact of netting agreements.
Contractual Cash Flows
Carrying
amount
$'000
Total
$'000
1 year
or less
$'000
1 to 5
years
$'000
Over 5
years
$'000
Group
2016
Financial liabilities, at amortised cost
Loans and borrowings
Trade and other payables#
Derivative financial assets/(liabilities),
at fair value
Interest rate swaps (net-settled)
Forward foreign exchange contracts
(gross-settled)
– outflow
– inflow
Cross currency interest rate swaps/
cross currency swaps
(gross-settled)
– outflow
– inflow
(4,687)
(14,639)
(125,421)
(11,417,414)
(9,795,537)
(1,496,456)
(11,291,993)
(10,567,405)
(1,496,456)
(12,063,861)
(1,690,805)
(1,206,030)
(2,896,835)
(7,797,752)
(221,663)
(8,019,415)
(1,078,848)
(68,763)
(1,147,611)
(106,095)
(107,705)
(35,755)
(71,950)
(827,710)
821,901
(827,710)
821,901
–
–
–
–
–
(817,119)
802,826
(127,807)
(12,191,668)
(128,767)
128,693
(41,638)
(2,938,473)
(688,352)
674,133
(86,169)
(8,105,584)
–
–
–
(1,147,611)
#
Exclude progress billings received in advance.
274
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
Group
2015
Financial liabilities, at amortised cost
Loans and borrowings
Trade and other payables#
Derivative financial assets/(liabilities),
at fair value
Interest rate swaps (net-settled)
Forward foreign exchange contracts
(gross-settled)
– outflow
– inflow
Cross currency interest rate swaps/
cross currency swaps
(gross-settled)
– outflow
– inflow
Contractual Cash Flows
Carrying
amount
$'000
Total
$'000
1 year
or less
$'000
1 to 5
years
$'000
Over 5
years
$'000
(10,275,457)
(1,289,637)
(11,565,094)
(13,416,004)
(1,298,572)
(14,714,576)
(1,319,292)
(1,040,874)
(2,360,166)
(11,281,922)
(221,757)
(11,503,679)
(814,790)
(35,941)
(850,731)
6,818
10,114
(4,125)
14,239
(818,649)
818,090
(818,649)
818,090
–
–
(1,186)
9,276
–
–
–
(357,468)
367,959
20,046
(14,694,530)
(8,792)
7,771
(5,705)
(2,365,871)
(348,676)
360,188
25,751
(11,477,928)
–
–
–
(850,731)
14,908
(11,550,186)
#
Exclude progress billings received in advance.
The table below indicates the periods in which the cash flows associated with the cash flow hedges are expected
to occur:
1 year or less
1 to 5 years
Group
2016
$'000
(50,585)
(57,581)
(108,166)
2015
$'000
(13,227)
48,709
35,482
275
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
Company
2016
Financial liabilities, at amortised cost
Trade and other payables
Amounts due to subsidiaries
Recognised liabilities
Corporate guarantees
Derivative financial assets/(liabilities),
at fair value
Interest rate swaps (net-settled)
Forward foreign exchange contracts
(gross-settled)
– outflow
– inflow
Cross currency interest rate swaps/
cross currency swaps (gross-settled)
– outflow
– inflow
2015
Financial liabilities, at amortised cost
Trade and other payables
Amounts due to subsidiaries
Recognised liabilities
Corporate guarantees
Derivative financial assets/(liabilities),
at fair value
Interest rate swaps (net-settled)
Forward foreign exchange contracts
(gross-settled)
– outflow
– inflow
Carrying
amount
$'000
Contractual Cash Flows
1 to 5
years
$'000
1 year
or less
$'000
Total
$'000
Over 5
years
$'000
(8,787)
(188,743)
(197,530)
–
(197,530)
(8,787)
(188,743)
(197,530)
(6,974,672)
(7,172,202)
(8,787)
(187,435)
(196,222)
(6,974,672)
(7,170,894)
–
(1,308)
(1,308)
–
(1,308)
(32,557)
(32,716)
(73)
(32,643)
(190)
225
(102,663)
102,417
(102,663)
102,417
–
–
(38,332)
38,436
(32,858)
(7,205,060)
(870)
780
(409)
(7,171,303)
(37,462)
37,656
(32,449)
(33,757)
(32,522)
(230,052)
–
–
–
–
–
–
–
–
–
–
–
–
(8,370)
(228,572)
(236,942)
–
(236,942)
(8,370)
(228,572)
(236,942)
(7,232,201)
(7,469,143)
(8,370)
(21,495)
(29,865)
(7,232,201)
(7,262,066)
–
(205,433)
(205,433)
–
(205,433)
–
(1,644)
(1,644)
–
(1,644)
(555)
(427)
(402)
(25)
–
(2,253)
(2,808)
(239,750)
(426,879)
425,068
(2,238)
(7,471,381)
(426,879)
425,068
(2,213)
(7,264,279)
–
–
(25)
(205,458)
–
–
–
(1,644)
276
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
The maturity analyses show the contractual undiscounted cash flows of the Group’s and the Company’s financial
liabilities on the basis of their earliest possible contractual maturity. The cash inflows/(outflows) disclosed
relate to those instruments held for risk management purposes and which are usually not closed out prior
to contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled
and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement e.g.
forward exchange contracts. Net-settled derivative financial assets are included in the maturity analyses as they
are held to hedge the cash flow variability of the Group’s floating rate loans.
(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 and cross currency interest rate swaps to minimise its exposure to interest rate volatility.
Sensitivity Analysis for Interest Rate Risk
A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity
and profit before tax by the amounts shown below. This analysis assumes that all other variables, in particular
foreign currency rates, remain constant.
Group
2016
Variable rate instruments not hedged
Interest rate swaps/cross currency
interest rate swaps
Cash flow sensitivity (net)
2015
Variable rate instruments not hedged
Interest rate swaps/cross currency
interest rate swaps
Cash flow sensitivity (net)
Profit before tax
100 bp
Increase
$’000
100 bp
Decrease
$’000
Equity
100 bp
Increase
$’000
100 bp
Decrease
$’000
(13,251)
13,251
–
–
5,135
(8,116)
(5,135)
8,116
134,556
134,556
(134,556)
(134,556)
(29,435)
29,435
–
–
10,521
(18,914)
(10,521)
18,914
159,482
159,482
(159,482)
(159,482)
277
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk
The purpose of the Group’s and the Company’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 Group and the Company 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 Group’s exposure to foreign currencies as at 30 September 2016 and 30 September 2015, after taking into
account foreign currency forward contracts and cross currency swaps, was as follows:
Singapore
Dollar
$’000
Australian
Dollar
$’000
Chinese
Renminbi
$’000
Sterling
Pound
$’000
United
States
Dollar
$’000
Group
2016
Financial Assets
Trade and other receivables
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Loans and borrowings
Net statement of financial position
exposure
Less:
Foreign currency forward contracts/
cross currency swaps
Net currency exposure
2015
Financial Assets
Trade and other receivables
Cash and cash equivalents
Financial Liabilities
Trade and other payables
Loans and borrowings
Net statement of financial position
135
72,085
216,789
24,773
56,877
3
320,820
20,579
36,130
1,499
(20,238)
(219,361)
(13,930)
–
(54,928)
(167,520)
(279)
(83,986)
(44,070)
(356,996)
(167,379)
227,632
(165,568)
257,134
(363,437)
219,000
51,621
(136,711)
90,921
115,315
(50,253)
(254,518)
2,616
336,658
(26,779)
193
–
237,811
77,897
205,009
–
256,598
1,206
37,761
45,424
(19,849)
(219,531)
–
–
(126,444)
(125,454)
–
(102,071)
(49,624)
(91,711)
exposure
(239,187)
315,708
(46,889)
155,733
(58,150)
Less:
Foreign currency forward contracts/
cross currency swaps
Net currency exposure
278
219,000
(20,187)
(238,645)
77,063
–
(46,889)
(148,634)
7,099
81,171
23,021
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk (cont’d)
The Group has the following outstanding foreign currency forward contracts and cross currency swaps to hedge
future receipts of distribution, net of anticipated payments in foreign currencies.
Notional amounts
S$
A$
GBP
Others
Group
2016
$’000
2015
$’000
142,744
129,494
10,478
4,132
286,848
742
29,954
8,813
1,693
41,202
The Company’s exposure to foreign currencies as at 30 September 2016 and 30 September 2015, after taking
into account foreign currency forward contracts, was as follows:
Company
2016
Financial Assets
Trade and other receivables
Cash and cash equivalents
Currency exposure
2015
Financial Assets
Trade and other receivables
Cash and cash equivalents
Currency exposure
Australian
Dollar
$’000
United
States
Dollar
$’000
48,980
27
49,007
9,573
162
9,735
47,042
4
47,046
9,411
56
9,467
279
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
33.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk (cont’d)
Sensitivity Analysis for Foreign Currency Risk
The following table demonstrates the sensitivity analysis of the Group’s exposure to foreign currency risk on its
financial assets and liabilities as at the end of the financial year by a reasonably possible change in the S$, A$,
RMB, GBP and US$ against the respective functional currencies of the Group entities, with all other variables
held constant:
Group
Company
Profit before
Taxation
$’000
Profit before
Taxation
$’000
Equity
$’000
Equity
$’000
30 September 2016
S$
A$
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
RMB – Strengthened 1%
– Weakened 1%
GBP
– Strengthened 1%
– Weakened 1%
US$
– Strengthened 1%
– Weakened 1%
30 September 2015
S$
A$
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
RMB – Strengthened 1%
– Weakened 1%
GBP
– Strengthened 1%
– Weakened 1%
US$
– Strengthened 1%
– Weakened 1%
280
516
(516)
909
(909)
(503)
503
26
(26)
(268)
268
(202)
202
771
(771)
(469)
469
71
(71)
230
(230)
–
–
–
–
–
–
1,127
(1,127)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
490
(490)
–
–
–
–
97
(97)
–
–
470
(470)
–
–
–
–
95
(95)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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.
281
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(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, trade and other payables and short-term bank borrowings as their carrying amounts
are reasonable approximation of fair values.
Note
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Fair Value
Carrying
Amount
Total
$’000
Group
2016
Assets and Liabilities
measured at Fair Value:
Financial Assets
Available-for-sale financial assets:
– Quoted investments
Derivative financial assets:
– Cross currency interest rate swaps/
cross currency swaps
– Interest rate swaps
– Foreign currency forward
contracts
Non-Financial Assets
Investment properties
Financial Liabilities
Derivative financial liabilities:
– Cross currency interest rate swaps/
cross currency 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)
15
21
21
21
11
21
21
21
14
–
–
–
–
4,689
1,446
5,362
–
–
–
–
14
14
4,689
1,446
4,689
1,446
5,362
5,362
–
14
– 13,494,019 13,494,019 13,494,019
11,497 13,494,019 13,505,530 13,505,530
–
–
–
19,328
107,541
10,049
136,918
–
–
–
–
19,328
107,541
19,328
107,541
10,049
136,918
10,049
136,918
25
– 8,397,918
– 8,397,918
8,325,421
282
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(b)
Classifications and Fair Values (cont’d)
Note
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Fair Value
Carrying
Amount
Total
$’000
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/
cross currency swaps
– Interest rate swaps
– Foreign currency forward
contracts
Non-Financial Assets
Investment properties
Financial Liabilities
Derivative financial liabilities:
– Cross currency interest rate swaps/
cross currency swaps
– Interest rate swaps
– Foreign currency forward
contracts
15
21
21
21
11
21
21
21
17
–
10,594
58,178
7,330
–
–
–
–
17
17
10,594
58,178
10,594
58,178
7,330
7,330
– 12,951,192 12,951,192 12,951,192
76,102 12,951,192 13,027,311 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
–
–
–
–
17
–
–
–
–
Liabilities not carried at Fair Value
but for which Fair Value are
disclosed:
Financial Liabilities
Bank borrowings (non-current)
25
–
9,248,578
–
9,248,578
9,255,320
283
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(b)
Classifications and Fair Values (cont’d)
Note
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Fair Value
Carrying
Amount
Total
$’000
Company
2016
Assets and Liabilities
measured at Fair Value:
Financial Assets
Derivative financial assets:
– Cross currency interest rate swaps/
cross currency swaps
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward contracts
2015
Assets and Liabilities
measured at Fair Value:
Financial Assets
Derivative financial assets:
– Interest rate swaps
– Foreign currency forward contracts
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward contracts
21
11
21
21
21
21
11
21
21
–
–
–
–
–
–
–
–
–
–
–
–
–
225
–
225
32,557
190
32,747
19,463
5,352
–
225
225
1,600
1,600
1,600
1,825
1,600
1,825
–
–
–
–
–
32,557
190
32,747
32,557
190
32,747
19,463
5,352
19,463
5,352
–
24,815
1,600
1,600
1,600
26,415
1,600
26,415
20,018
7,605
27,623
–
–
–
20,018
7,605
27,623
20,018
7,605
27,623
284
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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, cross currency 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 reporting 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.
285
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(c)
Determination of Fair Value (cont’d)
(iv)
Investment Properties
The Group’s investment property portfolio is mostly valued by external and independent valuers 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 market comparison
method, capitalisation method and discounted cash flow method in arriving at the open market value
as at the reporting 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 rate, terminal yield and discount rate.
IPUC are stated at fair value which has been determined based on valuations performed at reporting
date. Valuations are performed by accredited independent valuers with recognised and relevant
professional qualification or internal valuers with recent experience in the location and category of the
properties being valued. The fair values of IPUC are determined using a combination of capitalisation
approach, discounted cash flow method and residual land value method, where appropriate.
The valuations are based on open market values on the highest and best use basis.
The market comparison method involves the analysis of comparable sales of similar properties and
adjusting the sale prices to that reflective of the investment properties.
The capitalisation method capitalises the estimated net income of the property for perpetuity or the
balance term of the lease tenure at a capitalisation rate that is appropriate for the type of use, tenure
and reflective of the quality of the investment. Capital adjustments are then made to derive the capital
value of the property.
The discounted cash flow method involves the estimation and projection of net cash flows over a period
and discounting the stream of net cash flow (including estimated terminal net cash flow) at an estimated
required rate of return to arrive at the net present value.
In the residual land value method of valuation, the value of the property in its existing partially completed
state of construction taking into account the cost of work done is arrived at by deducting estimated cost
to complete and other relevant costs from the gross development value of the proposed development,
assuming satisfactory completion.
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.
286
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
2016
$’000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
5,502,100 – Capitalisation
(2015: 5,459,600)
method
– Capitalisation rate:
3.8% to 6.0%
(2015: 3.8% to 6.5%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
6.5% to 8.0%
(2015: 6.5% to 8.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
3.8% to 6.0%
(2015: 3.9% to 6.0%)
– Australia
779,788 – Capitalisation
(2015: 745,820)
method
– Capitalisation rate:
5.6% to 7.5%
(2015: 6.3% to 7.3%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
7.0% to 7.8%
(2015: 7.8% to 9.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
5.9% to 7.8%
(2015: 6.5% to 7.8%)
– Others
55,202 – Discounted
– Discount rate:
(2015: 56,525)
cash flow
method
12.0%
(2015: 12.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
10.0%
(2015: 10.0%)
287
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Investment Properties
Hospitality
– Singapore
Fair Value
as at
30 September
2016
$’000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
2,255,000 – Capitalisation
(2015: 2,076,642)
method
– Capitalisation rate:
3.8% to 4.9%
(2015: 3.8% to 4.9%)
The estimated fair value
varies inversely against
the capitalisation rate
– Residual land
value method
– Total gross
development values:
$3,074,700,000
(2015: $4,076,700,000)
– Total estimated
construction cost to
completion:
$461,981,000
(2015: $636,682,000)
The estimated fair value
would increase with
higher gross
development
value and decrease
with higher cost to
completion
759,400 – Capitalisation
(2015: 763,400)
method
– Capitalisation rate:
3.8% to 5.4%
(2015: 3.8% to 6.0%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
6.0% to 7.5%
(2015: 6.0% to 8.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
3.8% to 5.6%
(2015: 3.8% to 6.0%)
– Australia
179,240 – Capitalisation
– Capitalisation rate:
(2015: 175,696)
method
7.0%
(2015: 7.0%)
– Discounted
cash flow
method
– Discount rate:
8.8%
(2015: 9.0%)
– Market
comparison
method
– Terminal yield rate:
7.0%
(2015: 7.0%)
– Transacted price
of comparable
properties(1):
$651 psf to $1,422 psf
(2015: $526 psf to
$1,253 psf)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies with different
adjustment factors
used
288
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
2016
$’000
Valuation
Techniques
Key Unobservable
Inputs
Investment Properties (cont’d)
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
Hospitality (cont’d)
– Europe
608,666 – Capitalisation
(2015: 610,133)
method
– Capitalisation rate:
5.5% to 9.1%
(2015: 5.3% to 7.5%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
7.3% to 11.1%
(2015: 8.3% to 10.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Market
comparison
method
– Terminal yield rate:
5.5% to 9.1%
(2015: 5.8% to 8.3%)
– Transacted price
of comparable
properties(1):
$1,742 psf to $3,715 psf
(2015: $2,011 psf to
$4,457 psf)
– China
245,232 – Capitalisation
– Capitalisation rate:
(2015: 263,242)
method
2.4%
(2015: 2.4%)
– Discounted
cash flow
method
– Discount rate:
5.4%
(2015: 5.4%)
– Terminal yield rate:
2.4%
(2015: 2.4%)
– Others
92,196 – Discounted
– Discount rate:
(2015: 95,013)
cash flow
method
7.5%
(2015: 8.5%)
– Capitalisation rate:
9.2%
(2015: 8.0%)
– Terminal yield rate:
9.2%
(2015: 8.0%)
– Transacted price
of comparable
properties(1):
$219 psf to $238 psf
(2015: $237 psf to
$273 psf)
– Market
comparison
method
The estimated fair value
varies with different
adjustment factors
used
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies with different
adjustment factors
used
289
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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)
Fair Value
as at
30 September
2016
$’000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
Description
Investment Properties
under Construction
Hospitality
– Singapore
173,144 – Capitalisation
– Capitalisation rate:
(2015: 155,000)
approach
5.0%
(2015: 5.0%)
– Europe
49,281 – Capitalisation
– Capitalisation rate:
(2015: 41,799)
approach
5.8%
(2015: 6.0%)
– Discounted
cash flow
approach
– Discount rate:
7.8%
(2015: 8.0%)
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
Investment Properties
Frasers Property
Australia
1,016,624 – Capitalisation
(2015: 2,494,441)
approach
– Capitalisation rate:
6.3% to 8.0%
(2015: 6.5% to 11.0%)
The estimated fair value
varies inversely against
the capitalisation rate
Investment Properties
under Construction
Frasers Property
Australia
– Discounted
cash flow
approach
– Discount rate:
7.5% to 9.0%
(2015: 8.3% to 11.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
6.5% to 8.5%
(2015: 6.5% to 10.0%)
30,370 – Capitalisation
(2015: 13,881)
approach
– Capitalisation rate:
6.3% to 7.0%
(2015: 6.5% to 11.0%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
approach
– Discount rate:
7.3%
(2015: 8.3% to 11.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
6.8% to 7.3%
(2015: 7.3%)
Investment Properties
FLT
– Australia
1,747,776 – Capitalisation
(2015: Nil)
approach
– Capitalisation rate:
6.0% to 11.8%
(2015: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
approach
– Discount rate:
7.3% to 9.5%
(2015: Nil)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
6.3% to 22.8%
(2015: Nil)
(1) Adjustments are made for any difference in the location, tenure, size and condition of the specific property.
290
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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)
Key unobservable inputs correspond to:
•
•
•
Capitalisation rate corresponds to a rate of return on a property based on the income that the
property is expected to generate.
Discount rate represents the required rate of return, adjusted for a risk premium that reflects the
risks relevant to an asset.
Terminal yield rate reflects an exit capitalisation rate applied to a projected terminal cash flow.
(ii)
Movements in Level 3 Assets Measured at Fair Value
The movements of financial and non-financial assets and measured at fair value classified under Level 3,
have been disclosed in Note 11.
(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 valuations 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.
291
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
34.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(iii)
Valuation Policies and Procedures (cont’d)
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)
No disclosure of fair value is made for non-current 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 Payables (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.
292
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Group
2016
Assets
Financial assets
Trade and other receivables#
Derivative financial instruments
Bank deposits and cash and cash
equivalents
Liabilities
Trade and other payables*
Derivative financial instruments
Loans and borrowings
2015
Assets
Financial assets
Trade and other receivables#
Derivative financial instruments
Bank deposits and cash and cash
equivalents
Liabilities
Trade and other payables*
Derivative financial instruments
Loans and borrowings
–
895,432
–
2,168,680
3,064,112
–
–
319
–
319
–
–
–
–
–
106,940
–
106,940
–
1,071,423
–
1,373,140
2,444,563
–
–
–
–
–
–
56,757
–
56,757
–
19,574
–
19,574
–
–
11,178
–
11,178
–
29,978
–
29,978
–
–
19,345
–
19,345
–
41,620
–
41,620
2,162
–
–
–
2,162
–
–
–
–
–
–
–
–
–
1,496,456
–
9,795,537
11,291,993
2,165
–
–
–
2,165
–
–
–
–
–
–
–
–
–
1,289,637
–
10,275,457
11,565,094
#
*
Exclude tax recoverable.
Exclude progress billings received in advance.
293
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
35.
CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT’D)
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
–
3,342,874
67,516
–
3,410,390
–
–
–
225
225
–
–
–
–
32,557
32,557
–
3,015,187
9,064
–
3,024,251
–
–
–
–
–
–
19,463
19,463
–
20,018
20,018
–
–
–
–
–
–
190
190
–
–
–
5,352
5,352
–
7,605
7,605
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
197,305
–
197,305
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
236,942
–
236,942
Company
2016
Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
2015
Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
294
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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 2016
and 30 September 2015.
The Group monitors capital using a gearing ratio, which is net debt divided by total equity, as follows:
Bank deposits
Cash and cash equivalents
Loans and borrowings
Net borrowings
Total equity
Net borrowings over total equity ratio
Group
2016
$’000
2015
$’000
437,337
1,731,343
(9,795,537)
(7,626,857)
11,843,484
0.64
–
1,373,140
(10,275,457)
(8,902,317)
10,650,953
0.84
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 complied 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
2016
$’000
2015
$’000
829,155
513,963
98,010
148,386
1,589,514
1,530,907
559,019
261,717
242,787
2,594,430
295
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
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
Company
2016
$’000
37,124
133,156
637,852
808,132
2015
$’000
27,976
92,010
626,463
746,449
2016
$’000
2015
$’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
2016
$’000
2015
$’000
39,871
15,606
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:
Within 1 year
From 1 year to 5 years
After 5 years
Group
Company
2016
$’000
2015
$’000
2016
$’000
2015
$’000
498,276
1,052,686
601,638
2,152,600
519,080
1,086,566
448,197
2,053,843
–
–
–
–
–
–
–
–
Rental income from investment properties is disclosed in Note 11.
296
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
38.
CONTINGENCIES
Guarantee Contracts
(i)
(ii)
(iii)
As at 30 September 2016, the Company has provided bankers’ guarantees of $4,183,000 (2015:
$45,840,000) to unrelated parties in respect of performance contracts on behalf of certain subsidiaries.
No liability is expected to arise.
As at 30 September 2016, the Company has provided unconditional and irrevocable corporate
guarantees for up to $6,948,493,000 (2015: $7,206,022,000) for loans and borrowings and perpetual
securities issued by certain subsidiaries.
The Company has provided an unconditional and irrevocable corporate guarantee for up to $26,179,000
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 MCST 1298. As at 30 September
2016, the outstanding loan by MCST 1298 is $25,179,000 (2015: $25,679,000).
(iv)
A wholly-owned subsidiary of the Group has provided RMB 202,977,000 (2015: RMB 297,800,000)
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
(i)
(ii)
On 10 October 2016, the Group, through FPHT, entered into a conditional share subscription agreement
with TICON Industrial Connection Public Company Limited (“TICON”) for the subscription of up to
735,000,000 newly issued ordinary shares in TICON, each of Baht 1.00 par value (the “New Shares”),
at the subscription price of Baht 18.00 per New Share (the “Transaction”). The total consideration
payable for all 735,000,000 New Shares is Baht 13.23 billion (approximately S$520 million). Following
the Transaction, the Group will hold up to approximately 40% of TICON’s enlarged total issued shares.
On 14 October 2016, the Group, through its subsidiary, FHT, issued 441,549,281 new Rights Stapled
Securities at an issue price of $0.603 on the basis of 32 Rights Stapled Securities for every 100 existing
stapled securities in FHT. The Group, through its wholly-owned subsidiaries, FCLI, FHAM and FHPL,
fully subscribed for their respective allotted Rights Stapled Securities of 95,432,377 in aggregate (the
“Rights Subscription”). Following the Rights Subscription, the Group holds approximately 21.6% in
FHT.
(iii) On 4 November 2016, FCT entered into sale and purchase agreements for the acquisition of strata lots
comprised in the retail podium of Yishun 10 Cinema Complex for a total consideration of $37.75 million
(the “Acquisition”). The Acquisition was completed on 16 November 2016.
(iv)
As announced on 21 November 2016, the Group, through FPHT, purchased in the open-market on the
Stock Exchange of Thailand, an additional 99,941,933 shares in Gold. The total aggregate consideration
is Baht 614.6 million (approximately S$24.7 million). Pursuant to this acquisition, FPHT’s interest in Gold
increased from approximately 35.6% to approximately 39.9%.
297
ANNUAL REPORT 2016
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Company
Country of Incorporation and Place of Business: Singapore
(a) FCL (China) Pte. Ltd.
(a) FCL (Fraser) Pte. Ltd.
(a) FCL Amber Pte. Ltd.
Investment holding
Investment holding
Investment holding
(a) FCL Aquamarine Pte. Ltd.
Investment holding
(a) FCL Assets Pte. Ltd.
Investment holding
(a) FCL Centrepoint Pte. Ltd.
Investment holding
(a) FCL China Development Pte. Ltd.
Investment holding
(a) FCL Emerald (1) Pte. Ltd.
Investment holding
(a) FCL Emerald (2) Pte. Ltd.
Investment holding
(a) FCL Investments Pte. Ltd.
Investment holding
(a) FCL Tampines Court Pte. Ltd.
Investment holding
(a) FCL Topaz Pte. Ltd.
Investment holding
(a) FCL Trust Holdings (Commercial) Pte. Ltd.
Investment holding
(a) FCL Trust Holdings Pte. Ltd.
Investment holding
(a) Fraser Suites Jakarta Pte. Ltd.
Investment holding
(a) Frasers (Australia) Pte. Ltd.
Investment holding
(a) Frasers (NZ) Pte. Ltd.
Investment holding
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
(a) Frasers (Thailand) Pte. Ltd.
Investment holding
100%
100%
(a) Frasers (UK) Pte. Ltd.
Investment holding
(a) Frasers Amethyst Pte. Ltd.
Investment holding
(a) Frasers Centrepoint Asset Management
Investment holding
(Malaysia) Pte. Ltd.
75%
100%
100%
75%
100%
100%
298
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Company (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) Frasers Hospitality Asset Management Pte. Ltd.
Management services
(a) Frasers Hospitality Changi Investments Pte. Ltd.
Investment holding
(a) Frasers Hospitality Dalian Holding Pte. Ltd.
Investment holding
(a) Frasers Hospitality Holdings Pte. Ltd.
Investment holding
(a) Frasers Hospitality Investment Holding
Investment holding
(Philippines) Pte. Ltd.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) Frasers Hospitality Investments China
Investment holding
100%
100%
Square Pte. Ltd.
(a) Frasers Hospitality Investments Melbourne Pte. Ltd.
Investment holding
100%
100%
(a) Frasers Hospitality ML Pte. Ltd.
Investment holding
(a) Frasers Hospitality Pte. Ltd.
(a) Frasers Land Pte. Ltd.
(a) MLP Co Pte. Ltd.
(a) Opal Star Pte. Ltd.
(a) River Valley Properties Pte. Ltd.
Investment holding and
management services
Investment holding
Investment holding
Investment holding
Investment holding and
property development
(a) FCL Alexandra Point Pte. Ltd.
Property investment
(a) FCL Crystal Pte. Ltd.
Property investment
(a) FCL Enterprises Pte. Ltd.
Property investment
(a) FCL Property Investments Pte. Ltd.
Property investment
(a) Riverside Property Pte. Ltd.
Property investment
(a) FCL Management Services Pte. Ltd.
Management services
(a) Frasers Centrepoint Asset Management
Management services
(Commercial) Ltd.
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%
299
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Company (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) Frasers Centrepoint Asset Management Ltd.
Management services
(a) Frasers Centrepoint Property Management
Management services
Services Pte. Ltd.
(a) Frasers Hospitality Group Pte. Ltd.
Management services
(a) Frasers Hospitality Trust Management Pte. Ltd.
Trustee-manager
(a) Frasers Logistics & Industrial Asset Management Management services
Pte. Ltd. (formerly FCL Gold Pte. Ltd.)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) FCL Investments (Industrial) Pte. Ltd.
(formerly East Harmony Pte. Ltd.)
Investment holding
100%
100%
(a) FCL Treasury Pte. Ltd.
Treasury services
100%
100%
Country of Incorporation and Place of Business: Hong Kong
(a) Excellent Esteem Limited
Investment holding
100%
100%
Subsidiaries of the Group
Country of Incorporation and Place of Business: Singapore
(a) Frasers Property (Europe) Holdings Pte. Ltd.
Investment holding
(a) Singapore Logistics Investments Pte. Ltd.
Investment holding
(a) River Valley Apartments Pte. Ltd.
Property investment
(a) River Valley Tower Pte. Ltd.
Property investment
(a) Aquamarine Star Trust
(a) North Gem Trust
Property investment and
development
Property investment and
development
(a) FCL Admiralty Pte. Ltd.
Property development
(a) North Gem Development Pte. Ltd.
Property development
(a) Sembawang Residences Pte. Ltd.
Property development
80%
80%
100%
100%
100%
80%
80%
100%
100%
100%
100%
100%
70%
100%
80%
70%
100%
80%
(a) FCOT Treasury Pte. Ltd.
Treasury services
27.15%
27.21%
(a) FH-REIT Treasury Pte. Ltd.
Treasury services
21.61%
20.32%
300
(a) Frasers Hospitality Changi Trust
Property investment
100%
100%
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) Frasers Commercial Trust
Real estate investment trust
27.15%
27.21%
(a) Frasers Centrepoint Trust
Real estate investment trust
41.49%
41.32%
(a) Frasers Hospitality China Square Trust
Property investment
100%
100%
(a) Frasers Hospitality Trust
Stapled trust
21.61%
20.32%
(a) Frasers Logistics & Industrial Trust
Real estate investment trust
20.50%
–
Country of Incorporation and Place of Business: Australia
(a) Australand Industrial No. 129 Pty Limited
Investment holding
(a) Australand Northshore Pty Limited
Investment holding
(a) Australand Residential No. 164 Pty Limited
Investment holding
(a) Frasers (FPA) Pty Limited
Investment holding
(formerly Frasers Property Australia Pty Ltd)
(a) Frasers Central Park Holdings No. 1 Pty Ltd
Investment holding
(a) Frasers Property Australia Pty Limited
Investment holding
(a) Frasers Property Limited
Investment holding
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
100%
100%
(a) Frasers Queens Pty Ltd
(a) Frasers Town Hall Pty Ltd
Investment holding and
property development
Investment holding and
property development
100%
87.5%
100%
87.5%
(a) Frasers Perth Pty Ltd
Property investment
100%
87.5%
(a) Australand Carlton Pty Limited
Property development
(a) Australand Industrial No. 72 Pty Limited
Property development
(a) Australand Industrial No. 111 Pty Limited
Property development
(a) Australand Industrial No. 139 Pty Limited
Property development
(a) Australand Land and Housing No. 5
Property development
(Hope Island) Pty Limited
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
301
ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: Australia (cont’d)
(a) Australand Residential No. 143 Pty Limited
Property development
(a) Australand Residential No. 166 Pty Limited
Property development
(a) Australand Valley Park Pty Limited
Property development
(a) Bayslore Pty Limited
Property development
(a) Frasers Broadway Pty Ltd
Property development
(a) Frasers Central Park Equity No. 2 Pty Ltd
Property development
(a) PDI (Qld) Pty Limited
Property development
(a) Port Catherine Developments Pty Ltd
Property development
(a) Australand Property Limited
Management services
(a) Frasers Property (APG) Pty Limited
Management services
(a) Frasers AHL Pty Ltd
Investment holding and
trustee-manager
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
100%
(a) Ananke Holdings Pty Limited
Hotel operator
100%
100%
Country of Incorporation and Place of Business: United Kingdom
(a) Frasers Hospitality SPC 1 Limited
Investment holding
(a) Frasers Hospitality UK Holdings Limited
Investment holding
(a) Frasers Property (UK) Limited
Investment holding
100%
100%
80%
100%
100%
80%
(a) Malmaison and Hotel du Vin Property
Investment holding
100%
100%
Holdings Limited
(a) Malmaison and Hotel du Vin Holdings Limited
Investment holding
(a) Malmaison Hotels Limited
Investment holding
(a) Malmaison Resources Limited
Investment holding
(c) Frasers Residential Investment Partnership LP
Property investment
(a) Malmaison Trading Limited
Property investment
302
(a) Frasers (Riverside Quarter) Ltd
Property development
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
80%
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2016
40.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
2015
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: United Kingdom (cont’d)
(a) Frasers Projects Ltd
Property development
80%
80%
(a) Hotel du Vin Trading Limited
Hotel Trading Company
100%
100%
Country of Incorporation and Place of Business: China
(1) (a) Beijing Fraser Suites Real Estate
Management Co., Ltd.
Property investment
100%
100%
(1) (a) Chengdu Sino Singapore Southwest
Property investment
80%
80%
Logistics Co., Ltd
(1) (a) Singlong Property Development
Property development
100%
100%
(Suzhou) Co., Ltd
Country of Incorporation and Place of Business: Hong Kong
(a) Ace Goal Limited
Investment holding
100%
100%
(a) Superway Logistics Investments
Investment holding
80%
80%
(Hong Kong) Limited
Associates of the Group
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) (c) Shanghai Zhong Jun Property Real
Property development
45.2%
45.2%
Estate Development Co., Ltd
Country of Incorporation and Place of Business: Thailand
(1) (a) Golden Land Property Development
Public Company Limited
Joint Arrangements of the Group
Investment holding
35.6%
–
The joint ventures and joint operations are individually immaterial to the group.
(a)
(b)
(c)
Note (1)
Audited by KPMG in the respective countries.
Not required to be audited under laws of the country of incorporation.
Audited by other firms.
Accounting year end is 31 December.
303
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
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 – Robertson Walk
Serviced Apartments – Fraser Place
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 – 28,587
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 – Valley Point
Office – River Valley Tower
4,015 sqm
17,014 sqm
21,029 sqm
51 Cuppage Road
A 10-storey commercial building at 51 Cuppage Road.
Leasehold (lease expires year 2095), lettable area – 25,417 sqm
Centrepoint Apartment
An apartment unit.
Lettable area – 81 sqm
Book Value
$'000
296,000
336,000
580,000
322,000
400,000
1,600
Capri by Fraser, Changi City 313 units of hotel residences at Changi Business Park Central 1.
203,400
Leasehold (lease expires year 2069), lettable area -10,583 sqm
Australia
Fraser Place Melbourne
112 serviced apartment units in 2 blocks of high rise buildings at 19
Exploration Lane, Melbourne, Victoria 3000.
Freehold, lettable area – 3,801 sqm
Frasers Property Australia
Group's Completed
Investment Properties
A car park comprising 267 public car parking spaces at Freshwater Place,
Public Car Park, Southbank, Victoria.
Lettable area – 11,822 sqm
304
A property comprising a warehouse and a single storey office at 64 West
Park Drive, West Park, Derrimut, Victoria.
Lettable area – 20,337 sqm
30,679
16,148
16,460
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
Frasers Property Australia
Group’s Completed
Investment Properties
(cont’d)
A property comprising an industrial facility with a warehouse and
an attached single-level office building at 89-103 South Park Drive,
Dandenong South, Victoria.
Lettable area – 10,425 sqm
A property comprising a warehouse and distribution facility at 44
Cambridge Street, Rocklea, Queensland.
Lettable area – 10,891 sqm
A property comprising a warehouse facility and a single-level office at
1 West Park Drive, Derrimut, Victoria.
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 Homebush
Bay Drive, Rhodes Corporate Park, Rhodes, New South Wales.
Lettable area – 1,343 sqm
A property comprising a warehouse at Lot 1, 2 Burilda Close, Wetherill
Park, New South Wales.
Lettable area – 14,333 sqm
A property comprising 2 warehouses at 57 Efficient Drive,
Truganinga, Victoria.
Lettable area- 22,840 sqm
Book Value
$'000
9,272
15,966
8,022
10,418
23,441
22,399
A property comprising office accommodation at 1F Homebush Bay
Drive, Rhodes Corporate Park, Rhodes, New South Wales.
Lettable area – 17,644 sqm
111,473
A 8-storey office building at 20 Lee Street, Henry Deane Building,
Railway Square, Sydney, New South Wales.
Lettable area – 9,112 sqm
A property comprising a warehouse and an attached 2-storey office at
23 Scanlon Drive, Epping, Victoria.
Lettable area – 12,361 sqm
A property comprising a warehouse and a 2-storey office component at
227 Walters Road, Arndell Park, New South Wales.
Lettable area – 17,733 sqm
A property comprising a 2-level office and warehouse at 8 Stanton Road,
Seven Hills, New South Wales.
Lettable area – 10,708 sqm
A 8-storey building with a terrace area on level 7 at 26-30 Lee Street,
Gateway Building, Sydney, New South Wales.
Lettable area – 12,601 sqm
68,759
13,335
28,129
15,835
97,929
305
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
Frasers Property Australia
Group’s Completed
Investment Properties
(cont’d)
Vietnam
Me Linh Point
China
Fraser Suites CBD, Beijing
Philippines
Fraser Place Manila
Book Value
$'000
35,004
71,467
117,723
230,967
43,235
60,642
55,201
245,232
A property comprising an industrial facility with full vehicular access and a
single-level office at 10 Reconciliation Rise, Dremulwuy, New South Wales.
Lettable area – 25,705 sqm
A 6-level office accommodation and a café at 1B Homebush Bay Drive,
Rhodes Corporate Park, Rhodes, New South Wales.
Lettable area – 12,799 sqm
A commercial office building with a 5-level office accommodation at 1D
Homebush Bay Drive, Rhodes Corporate Park, Rhodes, New South Wales.
Lettable area – 17,238 sqm
An office tower with retail, food and amenity at Freshwater Place Office
Tower, 2 Southbank Boulevard, Southbank, Victoria (50% interest).
Lettable area – 54,922 sqm
A property comprising a 3-level office and warehouse at 2 Wonderland
Drive, Eastern Creek, New South Wales.
Lettable area – 29,047 sqm
A property comprising of a warehouse at 1 Burilda Close, Wetherill Park,
New South Wales.
Lettable area – 18,848 sqm
A 22-storey retail/office building with 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
A building comprising residential apartments (3rd to 23rd level) and
clubhouse (2nd level) at 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
45,464
306
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Europe
Capri by Fraser, Barcelona
97 serviced apartments at Sancho de Avila, 32-34 Barcelona, Spain.
Freehold, lettable area – 3,626 sqm
Fraser Suites Kensington
70 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
Flat 3 at Queens
Gate Garden
Indonesia
Fraser Residence Sudirman
An apartment unit at 39A Queens Gate Gardens, London SW7 5RR,
United Kingdom.
Freehold, lettable area – 74 sqm
108 serviced apartments units in Fraser Tower of Fraser Residence
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
Book Value
$'000
27,608
211,926
47,960
1,876
46,732
Singapore
Causeway Point
Northpoint
Changi City Point
Bedok Point
YewTee Point
Anchorpoint
A 7-storey retail mall (including 1 basement level) and a 7-level carpark
(B2, B3 and 2nd-6th levels) at 1 Woodlands Square.
Leasehold (lease expires year 2094), lettable area – 38,628 sqm
1,143,000
A 6-storey retail mall (including 2 basement levels) and a 3-level carpark
(B1-B3) at 930 Yishun Avenue 2.
Leasehold (lease expires year 2089), lettable area – 20,906 sqm
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
A 5-storey retail mall (including 1 basement level) and 1 basement
carpark 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
carpark 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
672,000
311,000
108,000
172,000
103,000
307
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS COMMERCIAL TRUST
Singapore
China Square Central
Alexandra Technopark1
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 – 34,357 sqm
High-tech business space development comprising 2 air-conditioned
buildings of 8 and 9 storeys with basement carpark at 438A and 438B
Alexandra Road.
Freehold, lettable area – 96,980 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 – 33,106 sqm
Caroline Chisholm Centre
5-storey office complex at Block 4 Section 13, Tuggeranong.
Leasehold (lease expires year 2101), lettable area – 40,244 sqm
357 Collins Street
25-storey office and retail building at 357 Collins St, Melbourne.
Freehold, lettable area – 31,923 sqm
HELD THROUGH FRASERS HOSPITALITY TRUST
Singapore
Fraser Suites Singapore1
Australia
Fraser Suites Sydney1
United Kingdom
Fraser Place Canary Wharf1
255 serviced apartment units at 491A River Valley Road,
Singapore 248372.
Freehold, lettable area – 22,214 sqm
201 serviced apartment units at Fraser Suites Sydney, 488 Kent Street,
Sydney NSW 2000.
Freehold, lettable area – 12,137 sqm
148,561
2 buildings of 108 residential apartments at 80 Boardwalk Place, London
E14 5SF, United Kingdom.
Freehold, lettable area – 4,460 sqm
Fraser Suites Glasgow1
A 4-storey building of 98 serviced apartments at 1-19 Albion Street,
Glasgow G1 1LH, Scotland, United Kingdom.
Freehold, lettable area – 4,964 sqm
308
Book Value
$'000
562,500
566,000
139,000
276,077
237,010
266,701
346,000
73,590
19,282
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Book Value
$'000
HELD THROUGH FRASERS HOSPITALITY TRUST (CONT’D)
United Kingdom (cont’d)
Fraser Suites Edinburgh1
A 8-storey building of 75 residential apartments at 12-26 St Giles Street,
Edinburgh EH1 1PT, Scotland, United Kingdom.
Freehold, lettable area – 2,333 sqm
26,181
Fraser Suites Queens Gate1 105 residential apartments at 39B Queens Gate Gardens,
110,032
London SW7 5RR, United Kingdom.
Freehold, lettable area – 4,188 sqm
Germany
Maritim Hotel Dresden
328 hotel rooms at Ostra-Ufer 2, 01067 Dresden, Germany.
Freehold, lettable area – 25,916 sqm
90,211
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST
Australia
Aylesbury Drive Trust A
2 adjoining office and warehouse facilities, located at 18-34
Aylesbury Drive, Altona, Victoria.
Freehold, lettable area – 21,493 sqm
Heatherton Road Trust A
A warehouse facility and a free-standing 2-level office,
located at 610-638 Heatherton Road, Clayton South, Victoria.
Freehold, lettable area – 8,387 sqm
Pacific Drive Trust A
A large industrial warehouse and an attached 2-level office building,
located at 49-75 Pacific Drive, Keysborough, Victoria.
Freehold, lettable area – 25,163 sqm
South Centre Road Trust A
An industrial facility, a substantial 2-level office and a ground floor café,
located at 115-121 South Centre Road, Melbourne Airport, Victoria.
Leasehold (lease expires year 2048), lettable area – 3,085 sqm
Link Road Trust A
Jets Court Trust A
A 3-level office attached by a 1st floor walkway to the warehouse,
located at 96-106 Link Road, Melbourne Airport, Victoria.
Leasehold (lease expires year 2048), lettable area – 18,599 sqm
2 warehouse and distribution facilities with associated office
accommodation, located at 17-23 Jets Court, Melbourne Airport,
Victoria.
Leasehold (lease expires year 2048), lettable area – 9,869 sqm
Jets Court Trust B
2 adjoining warehouse facilities, each with front office accommodation,
located at 25-29 Jets Court, Melbourne Airport, Victoria.
Leasehold (lease expires year 2048), lettable area – 15,544 sqm
Sky Road East Trust A
A warehouse distribution facility and a 2-level office, located at 28-32
Sky Road East, Melbourne Airport, Victoria.
Leasehold (lease expires year 2048), lettable area – 12,086 sqm
25,107
21,617
30,733
5,834
25,941
8,334
11,564
9,897
309
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
Sky Road East Trust B
Douglas Street Trust A
A warehouse and distribution facility with a single-level office, located at
38-52 Sky Road East, Melbourne Airport, Victoria.
Leasehold (lease expires year 2048), lettable area – 46,231 sqm
2 freestanding industrial facilities with a 2-level office attached to a
warehouse with car parking for approximately 311 vehicles, located at
2-46 Douglas Street, Port Melbourne, Victoria.
Leasehold (lease expires year 2053), lettable area – 21,803 sqm
South Park Drive Trust A
A warehouse facility, 2-level office and showroom, located at 21-33
South Park Drive, Dandenong South, Victoria.
Freehold, lettable area – 22,106 sqm
Bam Wine Court Trust A
A single-level office and temperature-controlled warehouse, located at
22-26 Bam Wine Court, Dandenong South, Victoria.
Freehold, lettable area – 17,606 sqm
South Park Drive Trust D
A storage and distribution facility, with associated office area, canopy,
hardstand and 69 parking lots, located at 16-32 South Park Drive,
Dandenong South, Victoria.
Freehold, lettable area – 12,729 sqm
South Park Drive Trust B
A warehouse facility with 2-level office, located at 63-79 South Park
Drive, Dandenong South, Victoria.
Freehold, lettable area – 13,963 sqm
South Park Drive Trust C
Industrial office and warehouse facility, located at 98-126 South Park
Drive, Dandenong South, Victoria.
Freehold, lettable area – 28,062 sqm
Atlantic Drive Trust D
A warehouse and attached 2-storey office/display centre, located at 77
Atlantic Drive, Keysborough, Victoria.
Freehold, lettable area – 15,095 sqm
Pacific & Atlantic Drive
Trust A
2 warehouse and office facilities under 1 roofline, located at 17 Pacific
Drive and 170-172 Atlantic Drive, Keysborough, Victoria.
Freehold, lettable area – 30,004 sqm
Atlantic Drive Trust B
2 adjoining distribution facilities with associated mezzanine level office
areas, located at 78 & 88 Atlantic Drive, Keysborough, Victoria.
Freehold, lettable area – 13,495 sqm
Atlantic Drive Trust C
2 adjoining distribution facilities with associated mezzanine level office
areas, located at 150-168 Atlantic Drive, Keysborough, Victoria.
Freehold, lettable area – 27,272 sqm
Book Value
$'000
28,650
22,815
25,264
23,805
14,481
16,252
36,463
20,003
37,296
18,023
37,401
310
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
Sunline Drive Trust A
Boundary Road Trust A
2 attached warehouses, each with internal office accommodation,
located at 1-13 and 15-27 Sunline Drive, Truganina, Victoria.
Freehold, lettable area – 26,153 sqm
A distribution facility and incorporate a single-level office which is
attached to a large warehouse, located at 468 Boundary Road, Derrimut,
Victoria.
Freehold, lettable area – 24,732 sqm
Sunline Drive Trust B
1 office and warehouse, located at 42 Sunline Drive, Truganina, Victoria.
Freehold, lettable area – 14,636 sqm
Efficient Drive Trust A
3 office and warehouse accommodations, located at 2-22 Efficient Drive,
Truganina, Victoria.
Freehold, lettable area – 38,335 sqm
Wellington Road Trust A
1 office/showroom development and 330 car parking bays, located at
211A Wellington Road, Mulgrave, Victoria.
Freehold, lettable area – 7,175 sqm
Doriemus Drive Trust A
Office warehouse, located at 1 Doriemus Drive, Truganina, Victoria.
Freehold, lettable area – 74,545 sqm
Kangaroo Avenue Trust C
1 office/warehouse distribution centre, located at Lot 6 Kangaroo
Avenue, Eastern Creek, New South Wales.
Freehold, lettable area – 41,401 sqm
Kangaroo Avenue Trust B
2 adjoining offices and warehouse, located at Lot 5 Kangaroo Avenue,
Eastern Creek, New South Wales.
Freehold, lettable area – 23,112 sqm
Eucalyptus Place Trust A
Office/warehouse facility, located at Lot 22 Eucalyptus Place, Eastern
Creek, New South Wales.
Freehold, lettable area – 16,074 sqm
Reconciliation Rise Trust A
A warehouse and office, located at 6 Reconciliation Rise, Pemulwuy,
New South Wales.
Freehold, lettable area – 19,218 sqm
Reconciliation Rise Trust B
Industrial distribution facility, located at 8-8A Reconciliation Rise,
Pemulwuy, New South Wales.
Freehold, lettable area – 22,511 sqm
Springhill Road Trust A
A port related automotive vehicle storage and distribution facility,
located at Lot 104 & 105 Springhill Road, Port Kembla,
New South Wales.
Leasehold (lease expires year 2050, with 6 options to renew for 5 years
each), lettable area – 90,661 sqm
Book Value
$'000
30,525
25,837
17,398
43,756
39,797
88,449
66,675
40,109
28,962
34,275
38,234
27,399
311
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
Distribution Place Trust A
2-storey office and warehouse facility, located at 8 Distribution Place,
Seven Hills, New South Wales.
Freehold, lettable area – 12,319 sqm
Stanton Road Trust A
2-level office accommodation, undercover parking and a warehouse,
located at 10 Stanton Road, Seven Hills, New South Wales.
Freehold, lettable area – 7,065 sqm
Station Road Trust A
Warehouse and associated offices, located at 99 Station Road, Seven
Hills, New South Wales.
Freehold, lettable area – 10,772 sqm
Hartley Street Trust A
Distribution facility with warehouse, located at 80 Hartley Street,
Smeaton Grange, New South Wales.
Freehold, lettable area – 61,281 sqm
Gibbon Road Trust A
2 adjoining office and warehouse units, located at 32 Gibbon Road,
Winston Hills, New South Wales.
Freehold, lettable area – 16,625 sqm
Kangaroo Avenue Trust A
2 separate standalone distribution facilities, located at 4 Kangaroo
Avenue, Eastern Creek, New South Wales.
Freehold, lettable area – 40,543 sqm
Siltstone Place Trust A
Office/warehouse distribution centre, located at 10 Siltstone Place,
Berrinba, Queensland.
Leasehold (lease expires year 2115), lettable area – 9,797 sqm
Boundary Road Trust B
Warehouse with ancillary office spaces, located at 55-59 Boundary Road,
Carole Park, Queensland.
Leasehold (lease expires year 2115), lettable area – 13,250 sqm
Platinum Street Trust A
Warehouse and manufacturing facility, located at 57-71 Platinum Street,
Crestmead, Queensland.
Leasehold (lease expires year 2115), lettable area – 19,299 sqm
Stradbroke Street Trust A
Warehouse and production facility with associated office accommodation,
located at 51 Stradbroke Street, Heathwood, Queensland.
Leasehold (lease expires year 2115), lettable area – 14,916 sqm
Flint Street Trust A
Warehouse and office facility, located at 30 Flint Street, Inala,
Queensland.
Leasehold (lease expires year 2115), lettable area – 15,052 sqm
Queensport Road Trust A
Warehouse and manufacturing facility, with a detached 2-level office
building, located at 286 Queensport Road, North Murarrie, Queensland.
Leasehold (lease expires year 2115), lettable area – 21,531 sqm
Book Value
$'000
24,222
13,127
17,711
66,675
40,630
77,093
14,794
16,773
30,837
24,586
26,045
38,026
312
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
Earnshaw Road Trust A
2-level office and warehouse, located at 350 Earnshaw Road, Northgate,
Queensland.
Leasehold (lease expires year 2115), lettable area – 30,779 sqm
Sandstone Place Trust A
Warehouse and distribution centre, together with a 2-storey office,
located at 99 Sandstone Place, Parkinson, Queensland.
Leasehold (lease expires year 2115), lettable area – 54,245 sqm
Shettleston Street Trust A
Warehouse and distribution facility with a single-level office, located at
99 Shettleston Street, Rocklea, Queensland.
Leasehold (lease expires year 2115), lettable area – 15,186 sqm
Butler Boulevard Trust B
4 various-sized industrial units with associated offices, located at 5 Butler
Boulevard, Adelaide Airport, South Australia.
Leasehold (lease expires year 2048, option to renew for 49 years),
lettable area – 8,224 sqm
Butler Boulevard Trust C
Butler Boulevard Trust A
Office and warehouse facility, located at 20-22 Butler Boulevard,
Adelaide Airport, South Australia.
Leasehold (lease expires year 2048, option to renew for 49 years),
lettable area – 11,197 sqm
Office and warehouse facility, located at 18-20 Butler Boulevard,
Adelaide Airport, South Australia.
Leasehold (lease expires year 2048, option to renew for 49 years),
lettable area – 6,991 sqm
Coghlan Road Trust A
Office and warehouse facility, located at Lot 102 Coghlan Road, Outer
Harbor, South Australia.
Freehold, lettable area – 6,626 sqm
Paltridge Road Trust A
A complex comprising an office warehouse building, located at 60
Paltridge Road, Perth Airport, Western Australia.
Leasehold (lease expires year 2033), lettable area – 20,143 sqm
Pearson Road Trust A
Office and warehouse facility, located at Lot 1 Pearson Rd, Yatala,
Queensland.
Leasehold (lease expires year 2115), lettable area – 30,618 sqm
Indian Drive Trust A
Office and warehouse development, located at 111 Indian Drive,
Truganina, Victoria.
Freehold, lettable area – 21,660 sqm
Book Value
$'000
56,049
248,678
23,545
9,376
11,668
8,126
7,449
18,961
38,547
33,963
TOTAL COMPLETED INVESTMENT PROPERTIES
10,986,224
313
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
INVESTMENT PROPERITIES UNDER CONSTRUCTION
A commercial development at Cecil Street/Telok Ayer Street.
Leasehold (lease expires year 2112), gross floor area – 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 – approximately
44,017 sqm
Book Value
$'000
1,113,000
1,142,000
298 units of hotel residences at 181 South Bridge Road.
Leasehold (lease expires year 2096), gross floor area – 16,000 sqm
173,144
Singapore
Frasers Tower
North Point City
Capri by Fraser,
China Square
Europe
Fraser Suites Hamburg
147 serviced apartment units at Rodingsmarkt 2, Hamburg, Germany.
Freehold, lettable area – 5,273 sqm
49,281
Australia
Frasers Property Australia
Group's Investment
Properties Under
Construction
A property comprising of a warehouse at Lot 101 Wayne Dr Berrinba,
Queensland.
A property comprising of a warehouse at 43 Efficient Drive, Truganinga,
Victoria.
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION
TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)
20,214
10,156
2,507,795
13,494,019
1 Due to consolidation of the REITs, the carrying values of these properties have been adjusted to reflect FCL Group's freehold interest in the
properties.
314
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
PROPERTY, PLANT AND EQUIPMENT
Australia
Capri by Fraser, Brisbane
Fraser Suites Perth
United Kingdom
Malmaison Belfast
Malmaison Edinburgh
Malmaison Glasgow
Malmaison Leeds
Malmaison Liverpool
Malmaison Reading
Hotel du Vin Birmingham
239 units of hotel residences at 80 Albert St, Brisbane QLD 4000,
Australia.
Freehold, gross floor area – 14,217 sqm
236 apartments and suites at 10 Adelaide Terrace, East Perth WA 6004,
Australia.
Freehold, gross floor area – 27,447 sqm
Book Value
$'000
92,702
120,348
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
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
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 maximum 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
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
13,045
26,422
18,587
25,187
24,513
23,289
17,916
315
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Book Value
$'000
United Kingdom (cont’d)
Hotel du Vin Brighton
Hotel du Vin Bristol
Hotel du Vin Cambridge
Hotel du Vin Cheltenham
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
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
A boutique hotel situated at 15-19 Trumpington Street, Cambridge, CB2
1QA, England. The property provides a 41 bedroom boutique hotel, a 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
A boutique hotel situated at Parabola Road, Cheltenham, Gloucestershire,
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
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
Hotel du Vin Harrogate
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
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 max capacity
of 36.
Freehold, gross floor area – 3,491 sqm
32,805
22,241
27,319
15,994
21,734
20,330
13,034
16,681
8,348
316
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Book Value
$'000
United Kingdom (cont’d)
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 Andrews, 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
Hotel du Vin
Tunbridge Wells
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
Hotel du Vin Wimbledon
Hotel du Vin Winchester
Hotel du Vin York
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
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
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
Malmaison Cheltenham
A boutique hotel situated on Bayshill Road, Cheltenham, Gloucestershire,
GL50 3AS, England. The property provides a 61 bedroom hotel, a 74
cover restaurant, bar and meeting rooms for a total capacity of 38.
Freehold, gross floor area – 3,226 sqm
Hotel du Vin Avon Gorge
A boutique hotel situated on Sion Hill, Clifton, Bristol, BS8 4LD, England.
The property provides a 75 bedroom hotel, a 50 cover restaurant, bar
and meeting rooms for a total capacity of 80.
Freehold, gross floor area – 5,219 sqm
Hotel du Vin Exeter
A boutique hotel situated on Magdalen Street, Exeter, Devon, EX2 4HY,
England. The property provides a 59 bedroom boutique hotel, a 80
cover restaurant, bar and meeting rooms for a total capacity of 24.
Freehold, gross floor area – 2,293 sqm
7,115
11,474
16,143
30,811
14,224
18,245
20,727
21,735
18,357
317
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
HELD THROUGH FRASERS HOSPITALITY TRUST
Singapore
Book Value
$'000
InterContinental Singapore
406 hotel rooms at 80 Middle Road, Singapore 188966.
Leasehold (lease expires year 2089), gross floor area – 49,987 sqm
498,487
Malaysia
The Westin Kuala Lumpur
Japan
ANA Crown Plaza Kobe
Australia
443 hotel rooms at 199 Jalan Bukit Bintang, Kuala Lumpur,
55100, Malaysia.
Freehold, gross floor area – 79,593 sqm
593 hotel rooms at 1-Chome, Kitano-Cho, Chuo-Ku, Kobe,
650-0002, Japan.
Freehold, gross floor area – 136,657 sqm
146,839
150,272
Novotel Rockford Darling
Harbour
230 hotel rooms 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
66,898
Sofitel Sydney Wentworth
436 hotel rooms at 61 – 101 Phillip Street, Sydney NSW 2000, Australia.
Freehold, gross floor area – 33,589 sqm
189,983
United Kingdom
Park International London
171 hotel rooms at 117-129 Cromwell Road, South Kensington, London,
SW7 4DS, United Kingdom.
Leasehold (lease expires year 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 year 2089), gross floor area – 2,512 sqm
LAND AND BUILDING – HOTELS
OTHER EQUIPMENT, FURNITURE AND FITTINGS
TOTAL PROPERTY, PLANT AND EQUIPMENT
66,606
28,843
1,847,254
125,028
1,972,282
318
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
COMPLETED PROPERTIES HELD FOR SALE
Singapore
Soleil @ Sinaran
Holland Park
Twin Fountains
Twin Waterfalls
Australia
Lumiere
Central Park
Putney Hill
Queens Riverside
China
Chengdu
Logistics Hub
Baitang One
Effective
Group
Interest
%
100.0
100.0
70.0
80.0
87.5
37.5
75.0
87.5
80.0
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 2111) of approximately 16,504 sqm at
Woodlands Ave 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 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, New South Wales.
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,
New South Wales 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 113,500 sqm situated at Putney, Sydney,
New South Wales for a proposed development comprising 145 apartments
and 16 houses of approximately 15,321 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 500 private apartment
units and 12 commercial space of a total of approximately 41,287 sqm of gross
floor area for sale.
Leasehold land of approximately 195,846 sqm situated at Chengdu. Phase 1
of the development has a gross floor area of 161,288 sqm and consists of 136
office units, 27 warehouses and 766 car park lots. Phase 2 has a gross floor
area of 154,049 sqm and consists of 149 office units, 14 retail units and 119 car
park lots. Phase 4 consists of 270 office units and 88 retail units.
Leasehold land of approximately 314,501 sqm situated at Gongye Yuan
District, Nan Shi Jie Dong, Suzhou. Phase 1 of the development has a gross
floor area of 132,520 sqm and consists of 968 apartment units. Phase 2 has a
gross floor area of 154,049 sqm and consists of 898 apartment units. Phase 3A
has a gross floor area of 77,711 sqm and consists of 706 apartment units.
100.0
United Kingdom
Wandsworth Riverside
Quarter
Freehold land of approximately 20,531 sqm situated at south bank of River
Thames, London for a proposed residential and commercial developement
of 510 residential units and ancillary office and retail space of a total of
approximately 32,236 sqm of gross floor area for sale.
80.0
319
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest
%
47
2nd Quarter 2018
80.0
21
4th Quarter 2018
100.0
Singapore
Parc Life
North Park
Residences
Australia
Leasehold land (lease expires year 2113) of
approximately 22,190 sqm at Sembawang
Crescent (Sembawang Planning Area) for the
development of 628 executive condominium
units consisting 7 blocks of 16-storey and
4 blocks of 15-storey residential units with
e-deck, swimming pool, ancillary facilities and
a basement carpark of approximately 62,066
sqm 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 gross floor
area for sale.
Frasers Landing
A residential development comprising 487
land lots to go.
22 2nd Quarter 2025
56.3
Central Park – JVs
A residential development comprising 575
apartment lots to go.
73
1st Quarter 2019
37.5
Central Park –
Broadway
A residential development comprising 301
apartment lots to go.
2
3rd Quarter 2018
75.0
Putney Hill
A residential development comprising 331
apartment lots to go.
58
3rd Quarter 2018
75.0
Port Coogee
A residential development comprising 831
apartment and land lots to go.
2
3rd Quarter 2026
100.0
Discovery Point
Shared Works
A residential development comprising 489
apartment lots to go.
41
1st Quarter 2020
100.0
Jandakot –
Cockburn Central
A residential development comprising 437
apartment lots to go.
50
1st Quarter 2022
100.0
Ashlar Golf Course A residential development comprising 793
14
1st Quarter 2020
100.0
apartment, house and land lots to go.
Cova – Hope Island A residential development comprising
59
1st Quarter 2019
100.0
224 MD housing, house and land lots to go.
320
Yungabah
A residential development comprising 28
apartment lots to go.
85
3rd Quarter 2017
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest %
Australia (cont’d)
Northshore –
Hamilton
A residential development comprising 850
apartment, MD housing, house and land lots
to go.
23
3rd Quarter 2023
100.0
Casiana Grove 865
Frank Road
A residential development comprising 54 land
lots to go.
93
3rd Quarter 2017
100.0
Lidcombe Village
Civil
A residential development comprising 81
apartment, MD housing, house and land lots
to go.
37
1st Quarter 2018
100.0
Baldivis Grove
A residential development comprising 326
land lots to go.
13
1st Quarter 2022
100.0
Greenvale
A residential development comprising 76
MD housing and land lots to go.
88
1st Quarter 2018
100.0
Clemton Park
A residential development comprising 291
MD housing lots to go.
61
1st Quarter 2017
50.0
Discovery Point Co A residential development comprising 7
apartment lots to go.
99
1st Quarter 2017
50.0
East Baldivis
A residential development comprising 860
MD housing and land lots to go.
18
1st Quarter 2024
50.0
Sunshine
Wallan
Parkville
Carlton
Avondale
Point Cook
Botany
Coorparoo
Park Ridge
A residential development comprising 11
house and land lots to go.
98
1st Quarter 2017
50.0
A residential development comprising 1,414
land lots to go.
26
3rd Quarter 2026
50.0
A residential development comprising 722
apartment lots to go.
A residential development comprising 349
apartment and MD housing lots to go.
A residential development comprising 135
MD housing lots to go.
A residential development comprising 587
MD housing and land lots to go.
A residential development comprising 437
apartment and MD housing lots to go.
A residential development comprising 370
apartment lots to go.
A residential development comprising 186
land lots to go.
36
3rd Quarter 2021
50.0
55
4th Quarter 2018
65.0
–
4th Quarter 2018
100.0
–
3rd Quarter 2020
50.0
– 2nd Quarter 2018
100.0
–
4th Quarter 2017
50.0
51
4th Quarter 2018
100.0
321
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest %
Australia (cont’d)
Prospect Park –
Burwood
A residential development comprising 743 MD
housing, land and apartment lots to go.
–
1st Quarter 2024
100.0
North Ryde
A residential development comprising 383
apartment lots to go.
– 2nd Quarter 2018
50.0
Warriewood
A development comprising 1 superlot to go.
– 2nd Quarter 2017
100.0
Edmondson Park
A residential development comprising 1,787
apartment lots to go.
–
1st Quarter 2025
100.0
Brookhaven
A residential development comprising 1,350
land lots to go.
–
1st Quarter 2024
100.0
Deebing Heights
A residential development comprising 962
land lots to go.
–
1st Quarter 2025
100.0
Shell Cove
A residential development comprising 1,024
MD housing, house and land lots to go.
65
1st Quarter 2025
50.0
Berwick Waters
A residential development comprising 1,570
land lots to go.
32
3rd Quarter 2025
50.0
Sunbury Fields
A residential development comprising 261
land lots to go.
33
3rd Quarter 2018
100.0
Westmeadows
A residential development comprising 151 MD
housing and land lots to go.
28
3rd Quarter 2018
100.0
Port Coogee JV1
A residential development comprising 14 land
lots to go.
96
3rd Quarter 2017
50.0
Seaspray
ART
A residential development comprising 13 land
lots to go.
32
3rd Quarter 2021
50.0
A residential development comprising 33 land
lots to go.
–
3rd Quarter 2019
50.0
Greenwood
A residential development comprising 138
apartment and MD housing lots to go.
– 2nd Quarter 2020
100.0
Rowville – Repco,
Victoria
Built form project with estimated gross lettable
area of 4,000 sqm.
75
1st Quarter 2017
100.0
Avery Dennison
& Spec,
Queensland
Built form project with estimated gross lettable
area of 15,441 sqm.
77
1st Quarter 2017
100.0
322
Dana & Spec,
Victoria
Built form project with estimated gross lettable
area of 25,418 sqm.
–
1st Quarter 2017
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest %
Australia (cont’d)
CEVA Nissan,
Victoria
Built form project with estimated gross lettable
area of 23,035 sqm.
35
2nd Quarter 2017
100.0
OJI, Queensland
Built form project with estimated gross lettable
area of 25,000 sqm.
–
3rd Quarter 2017
100.0
Bealieau,
Queensland
Built form project with estimated gross lettable
area of 22,875 sqm.
–
4th Quarter 2017
100.0
National Tiles
& Spec,
Queensland
Built form project with estimated gross lettable
area of 19,452 sqm.
–
4th Quarter 2017
100.0
Nick Scali & Spec,
New South Wales
Built form project with estimated gross lettable
area of 19,950 sqm.
–
3rd Quarter 2017
100.0
Royal Comfort
Bedding,
New South Wales
Built form project with estimated gross lettable
area of 18,770 sqm.
–
3rd Quarter 2017
100.0
ARB, Victoria
Built form project with estimated gross lettable
area of 16,000 sqm.
–
3rd Quarter 2017
100.0
Stanley Black &
Decker, Victoria
Built form project with estimated gross lettable
area of 19,530 sqm.
–
1st Quarter 2018
100.0
BMW & Spec,
Victoria
Built form project with estimated gross lettable
area of 10,295 sqm.
– 2nd Quarter 2017
50.0
Eastern Creek,
New South Wales
Industrial type of estate with an estimated total
saleable area of 111,877 sqm.
–
1st Quarter 2020
100.0
Macquarie Park,
New South Wales
Office type of estate with an estimated total
saleable area of 15,620 sqm.
–
4th Quarter 2017
50.0
Derrimut, Victoria
Industrial type of estate with an estimated total
saleable area of 34,980 sqm.
– 2nd Quarter 2017
100.0
Keysborough,
Victoria
Industrial type of estate with an estimated total
saleable area of 221,412 sqm.
38
4th Quarter 2018
100.0
Truganina, Victoria
Industrial type of estate with an estimated total
saleable area of 318,311 sqm.
41
4th Quarter 2020
100.0
Richlands,
Queensland
Industrial type of estate with an estimated total
saleable area of 22,226 sqm.
–
1st Quarter 2018
100.0
Berrinba,
Queensland
Industrial type of estate with an estimated total
saleable area of 29,859 sqm.
–
4th Quarter 2018
100.0
323
ANNUAL REPORT 2016 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest %
Australia (cont’d)
Yatala, Queensland Industrial type of estate with an estimated total
44 2nd Quarter 2021
100.0
saleable area of 190,469 sqm.
Beverley,
South Australia
Industrial type of estate with an estimated total
saleable area of 10,705 sqm.
33
4th Quarter 2017
100.0
Eastern Creek,
New South Wales
Industrial type of estate with an estimated total
saleable area of 14,833 sqm.
97
1st Quarter 2018
50.0
Burwood Retail,
Victoria
Retail type of estate with an estimated total
saleable area of 25,000 sqm.
–
1st Quarter 2019
100.0
Western Sydney
Parklands Trust,
New South Wales
Industrial type of estate with an estimated total
saleable area of 42,818 sqm.
79
4th Quarter 2017
100.0
Gillman, South
Australia
Industrial type of estate with an estimated total
saleable area of 15,016 sqm.
–
1st Quarter 2018
50.0
Edmondson Park,
New South Wales
Retail type of estate with an estimated total
saleable area of 38,000 sqm.
– 2nd Quarter 2024
100.0
Chullora,
New South Wales
Industrial type of estate with an estimated total
saleable area of 60,207 sqm.
–
3rd Quarter 2018
100.0
China
Chengdu Logistics
Hub
Baitang One
Leasehold land (lease expires year 2057)
of approximately 195,846 sqm situated at
Chengdu for a proposed industrial/commercial
development of approximately 548,065 sqm
gross floor area for sale, which is separated
into Phase 1 of 161,288 sqm and Phase 2 to
4 of 386,777 sqm. Phase 1, 2 and 4 of the
development were completed. Phase 3 was
sold in September 2012. Phase 2A is yet to be
developed.
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 555,285 sqm of gross floor
area for sale, which is separated into Phase 1
of 132,520 sqm, Phase 2 of 149,710 sqm and
Phase 3 of 273,055 sqm. Phases 1, 2 and 3A of
the development were completed.
– Phase 3b
– Phase 3c1
– Phase 3c2
324
–
2nd Quarter 2018
100.0
32
87
–
4th Quarter 2017
1st Quarter 2017
4th Quarter 2018
100.0
100.0
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2016
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
New Zealand
Broadview Rise
Coast at Papamoa
United Kingdom
Wandsworth
Riverside Quarter
Vauxhall Sky
Gardens
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.
Freehold land of approximately 271,168
sqm situated at Tauranga, North Island for a
proposed development of approximately 350
land lots of approximately 139,906 sqm of lot
area for sale.
Freehold land of approximately 20,531 sqm
situated at south bank of River Thames,
London for a proposed residential and
commercial development of 510 residential
units and ancillary office and retail space of a
total of approximately 32,236 sqm of
gross floor area for sale.
– 7 Riverside Quarter
– 9 Riverside Quarter
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
approximately 237 private apartments and
affordable units.
Stage of
Completion
%
Estimated Date
of Completion
Effective
Group
Interest %
–
4th Quarter 2017
75.0
–
1st Quarter 2019
75.0
90
–
1st Quarter 2017
1st Quarter 2020
70
2nd Quarter 2017
80.0
80.0
80.0
Camberwell Green Freehold land of approximately 2,310 sqm
75
1st Quarter 2017
80.0
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.
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
325
ANNUAL REPORT 2016 INTERESTED PERSON TRANSACTIONS
Particulars of interested person transactions ("IPTs") for the period from 1 October 2015 to 30 September 2016 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
–
245
–
198,853
79,999
16,748
4,823
2,580
–
–
–
120
500
–
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 and interest charged
– Acquisition of interest in an associate
– Issue of units in FLT
Frasers Hospitality Trust
– Provision of services
Lim Ee Seng, Group Chief Executive Officer
– Issue of FCL Fixed Rate Notes due April 2026
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.
326
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES SHAREHOLDING STATISTICS
AS AT 13 DECEMBER 2016
Class of Shares
Voting Rights
– Ordinary shares
– One vote per share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of Holding
–
1
100
–
1,001 –
10,001 –
1,000,001
TOTAL
99
1,000
10,000
1,000,000
and above
No. of
Shareholders
66
429
5,099
2,428
23
8,045
%
0.82
5.33
63.38
30.18
0.29
100.00
No. of
Shares
2,038
295,059
25,547,209
137,038,296
2,737,113,842
2,899,996,444
%
0.00
0.01
0.88
4.73
94.38
100.00
TWENTY LARGEST SHAREHOLDERS
(AS SHOWN IN THE REGISTER OF MEMBERS AND DEPOSITORY REGISTER)
No.
Shareholder's Name
No. of
Shares Held
%*
1
DBS Nominees Pte Ltd
2
United Overseas Bank Nominees Pte Ltd
3
InterBev Investment Limited
4
Citibank Nominees Singapore Pte Ltd
5
DBS Vickers Securities (Singapore) Pte Ltd
6
HSBC (Singapore) Nominees Pte Ltd
7
Raffles Nominees (Pte) Ltd
8
UOB Kay Hian Pte Ltd
9
Lee Seng Tee
10
Phay Thong Huat Pte Ltd
11 DB Nominees (Singapore) Pte Ltd
12
13 CIMB Securities (Singapore) Pte Ltd
14
15 Maybank Kim Eng Securities Pte Ltd
16 Choo Meileen
17 Chee Swee Cheng & Co Pte Ltd
18 OCBC Securities Private Ltd
19 OCBC Nominees Singapore Pte Ltd
20
Lim Ee Seng
Phillip Securities Pte Ltd
TOTAL
The Titular Roman Catholic Archbishop of Kuala Lumpur
877,241,411
862,445,922
824,847,644
82,170,665
20,973,720
13,180,320
13,109,942
10,885,196
5,000,000
3,618,000
3,073,730
2,799,954
2,304,741
2,013,440
1,943,577
1,812,130
1,693,220
1,671,380
1,521,320
1,355,218
2,733,661,530
30.25
29.74
28.44
2.83
0.72
0.45
0.45
0.38
0.17
0.12
0.11
0.10
0.08
0.07
0.07
0.06
0.06
0.06
0.05
0.05
94.26
Note:
*
Percentage is based on 2,899,996,444 shares as at 13 December 2016. There are no Treasury Shares as at 13 December 2016.
327
ANNUAL REPORT 2016
SHAREHOLDING STATISTICS
AS AT 13 DECEMBER 2016
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
–
–
–
–
–
–
–
–
–
59.18
28.44
–
–
–
–
–
–
–
–
–
–
–
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
–
–
28.44
28.44
28.44
28.44
28.44
28.44
28.44
87.62
87.62
To the best of the Company’s knowledge and based on records of the Company as at 13 December 2016, 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 2,899,996,444 shares as at 13 December 2016. There are no Treasury Shares as at 13 December 2016.
(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.
(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.
328
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTICE OF ANNUAL GENERAL MEETING
FRASERS CENTREPOINT LIMITED
(Incorporated in Singapore)
(Company Registration No. 196300440G)
NOTICE OF ANNUAL GENERAL MEETING
24 January 2017
Date
:
Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966
Place :
NOTICE IS HEREBY GIVEN that the 53rd 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 Tuesday, 24 January 2017 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
2016 and the auditors’ 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 2016.
To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of
the Board of Directors in respect of appointment of Directors (see note (a) of the explanatory notes):
(a)
“That Mr Philip Eng Heng Nee, who will retire by rotation pursuant to article 94 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 Eng, who is considered an independent Director, will be re-appointed
as the Chairman of the Remuneration Committee and a member of the Audit Committee.
(b)
“That Mr Charles Mak Ming Ying, who will retire by rotation pursuant to article 94 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 Mak, who is considered an independent Director, will be re-appointed
as the Vice Chairman of the Board Executive Committee, the Chairman of the Audit Committee,
a member of the Risk Management Committee, a member of the Nominating Committee and a member
of the Remuneration Committee.
(c)
“That Mr Wee Joo Yeow, who will retire by rotation pursuant to article 94 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 Wee, who is considered an independent Director, will be re-appointed
as a member of the Board Executive Committee and a member of the Audit Committee.
(d)
“That Mr Sithichai Chaikriangkrai, who will retire by rotation pursuant to article 94 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 Sithichai will be re-appointed as a member of the Board Executive
Committee, a member of the Risk Management Committee and a member of the Audit Committee.
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ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING
(4)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September
2017 (last year: up to S$2,000,000).
(5)
To re-appoint KPMG LLP as the auditors of the Company, 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, which will be proposed
as Ordinary Resolutions:
(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
330
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
NOTICE OF ANNUAL GENERAL MEETING
(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 authority 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 1 to
the Letter to Shareholders dated 5 January 2017 (the “Letter”), with any party who is of the class of
Mandated Interested Persons described in Appendix 1 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 and/or any of them be and are hereby authorised to complete and do all
such acts and things (including executing all such documents as may be required) as they and/or he may
consider expedient or necessary or in the interests of the Company to give effect to the 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:
(i)
(ii)
market purchase(s) on the Singapore Securities Exchange Trading Limited (the “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,
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ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING
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”);
(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 all such documents as may be required) as they and/or he may
consider expedient or necessary or in the interests of the Company to give effect to the transactions
contemplated and/or authorised by this Resolution.”
By Order of the Board
Catherine Yeo
Company Secretary
Singapore, 5 January 2017
332
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES NOTICE OF ANNUAL GENERAL MEETING
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 his 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.
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.
2.
3.
Explanatory notes:
(a)
(b)
(c)
(d)
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 2016.
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, over the 10-year duration of the
Restricted Share Plan and the Performance Share Plan.
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 to Shareholders dated 5 January 2017 (the “Letter”). Please refer
to the Letter for more details.
333
ANNUAL REPORT 2016
NOTICE OF ANNUAL GENERAL MEETING
(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 57,999,928
ordinary shares on 13 December 2016 (the “Latest Practicable Date”), representing 2% of the issued ordinary
shares (excluding treasury shares) as at that date, at the maximum price of S$1.62 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 Singapore Exchange Securities
Trading Limited 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 2016 and certain assumptions, are set out in paragraph 3.7 of the
Letter.
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”), (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, and (iii) agrees that the member will indemnify the Company in respect of any
penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
334
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
FRASERS CENTREPOINT LIMITED
(Company Registration No. 196300440G)
(Incorporated in Singapore)
P R OX Y FORM
A N NU AL GENERAL 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/SRS 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/SRS Operators if they have any queries regarding their appointment
as proxies.
3. By submitting an instrument appointing a proxy(ies) and/or representative(s),
the member accepts and agrees to the personal data privacy terms set out
in the Notice of Annual General Meeting dated 5 January 2017.
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 (“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 24 January 2017 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 as indicated below. 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*
NO. RESOLUTIONS RELATING TO:
ROUTINE BUSINESS
To receive and adopt the Directors’ statement and audited financial statements for
the year ended 30 September 2016 and the auditors’ 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 2016.
(a) To re-appoint Director: Mr Philip Eng Heng Nee
(b) To re-appoint Director: Mr Charles Mak Ming Ying
(c) To re-appoint Director: Mr Wee Joo Yeow
(d) To re-appoint Director: Mr Sithichai Chaikriangkrai
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the
year ending 30 September 2017 (last year: up to S$2,000,000).
To re-appoint KPMG LLP as the auditors of the Company 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.
1.
2.
3.
4.
5.
6.
7.
8.
9.
*
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 _____________________ 2017.
Signature(s) of Member(s) or Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
Total Number of
Shares held (Note 1)
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NOTES TO PROXY FORM:
1.
2.
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 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 the 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 his 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.
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
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FRASERS CENTREPOINT LIMITED
Company Registration Number: 196300440G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: +65 6276 4882
+65 6276 6328
Fax:
fraserscentrepoint.com