ANNUAL REPORT 2017
STRONGER
TOGETHER
ANNUAL REPORT 2017
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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
Untitled-2 1
27/9/16 12:02 PM
Top: Alexandra Point, Singapore
Above left: Artist’s impression of Wonderland at Central Park, Sydney, New South Wales, Australia
Above right: Watertown, Singapore
STRONGER
TOGETHER
Beyond providing physical space, a building represents the successful
combination of thoughtful design, curated experiences, and respectful
stewardship. Like a blueprint, these elements form the foundation of a
building. For this year’s annual report design, the Frasers Centrepoint
group of companies chose to feature line drawings of our key
properties – a symbolic representation of our role as designer, curator
and steward, not only of our properties, but also of our Group. It
represents our continuous efforts to build on solid foundations to
transform our blueprints of growth for the Group into reality for our
stakeholders.
Frasers Centrepoint Limited (FCL) continued to build business
resilience by growing our portfolio in a balanced manner across
key markets and property segments. Leveraging our experience and
expertise across business segments
and markets to move forward as
one, we were able to capitalise
on complementary strengths to
capture growth opportunities.
We are well positioned to grow
alongside our customers with a
portfolio of residential, commercial,
retail, hospitality, industrial and
logistics, and business park assets
across multiple geographies.
At FCL, we are future-ready
because we are stronger together.
All figures in this Annual Report are in
Singapore dollars unless otherwise specified
Contents
2
3
6
8
10
11
12
18
23
24
26
32
76
78
80
124
130
133
165
310
336
337
339
Our Unifying Idea
FCL Group Strategy
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
Singapore
Australia
Hospitality
International Business
Investor Relations
Treasury Highlights
Sustainability Report
Awards and Accolades
Enterprise-Wide Risk
Management
Corporate Governance
Report
Financial Statements
Particulars of Group
Properties
Interested Person
Transactions
Shareholding Statistics
Notice of Annual General
Meeting
Proxy Form
FCL Fact Sheet
OUR UNIFYING IDEA
EXPERIENCE MATTERS.
We believe our customers’ experience matters.
When we focus on our customers’ needs we gain valuable
insights which guide our products and services. We create
memorable and enriching experiences for our customers.
We believe our experience matters.
Our legacy is valuable and inspires our future successes. As a
multi-national business of scale and diversity, we can bring the
right expertise to the table to create value for our customers.
We celebrate the diversity of our staff and the expertise they
bring, and we commit ourselves to enabling their professional
and personal development.
FCL GROUP
STRATEGY
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 Real Estate
Investment Trust (REIT)
platforms and active asset
management initiatives
ACHIEVE SUSTAINABLE
GROWTH AND
DELIVER LONG-TERM
SHAREHOLDER VALUE
FCL GROUP
AT A GLANCE
At Frasers Centrepoint Limited, the integrated portfolio
and services we provide across the property value chain
are unified by our commitment to deliver enriching
and memorable experiences for our customers and
stakeholders. We have businesses in Singapore, Australia,
Southeast Asia, China and Europe, and our well-
established hospitality footprint spans over 80 cities
across Asia Pacific, Europe, Middle East and North Africa.
Our multi-national businesses operate across five asset
classes and have a proven legacy of shaping successful
residential, hospitality, retail, commercial, and industrial
and logistics properties, with assets totalling $27 billion
as at 30 September 2017. We are also a sponsor of four
vehicles listed on the SGX-ST, comprising three REITs
focused on retail, commercial, and industrial properties,
and one stapled trust focused on hospitality properties.
Driven by a belief that experience matters, we deliver
quality property products and services that meet the
ever-evolving needs of businesses and communities.
Across all our businesses, an unwavering respect for
people, partnerships and collaboration has been the
foundation for how we conduct ourselves. We strive
to ensure that our products and services are guided
by insights into the needs of our customers and create
environments that our customers can thrive in.
Our legacy of strong leadership and expertise,
commitment to progress, and belief that experience
matters at every moment, are key to our continued
success.
TOTAL ASSETS ($’M)
10,357
12,847
21,291
23,067
24,204
27,009
2012
2013
2014
2015
2016
2017
PROFIT BEFORE INTEREST AND TAXATION ($’M)
390.2
704.4
765.0
1,104.8
938.2
1,089.0
2012
2013
2014
2015
2016
2017
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
3
S I N G A P O R E
Frasers Centrepoint Singapore
comprises the Retail and
Commercial as well as the
Residential Properties divisions.
The Residential Properties division
has built and sold more than 19,000
homes in Singapore, with two
residential and a mixed-use project
currently under development.
The Retail and Commercial
Properties division owns and/
or manages 12 shopping malls in
Singapore 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.
HOSPITALITY
FCL’s hospitality business comprises
Frasers Hospitality and Frasers
Hospitality Trust (FHT).
Frasers Hospitality has interest in and/
or manages award-winning serviced
residences, hotel residences and
lifestyle boutique hotels in over 80
cities across Asia, Australia, Europe,
the Middle East and Africa.
Conceived with the lifestyle
preferences of today’s discerning
business and leisure travellers in
mind, Frasers Hospitality launched
Fraser Suites and Fraser Place in
Singapore in 1998. Modena by Fraser,
a modern and eco-conscious brand,
and Capri by Fraser, a playful and
design-led hotel residence, are also
part of Frasers Hospitality’s brand
offerings aimed at busy executives
and millennial travellers. In addition,
Frasers Hospitality acquired the entire
portfolio of 29 upscale properties in
the MHDV stable – Malmaison and
Hotel du Vin, two leading boutique
hotel chains with footprints across
key cities in the UK.
Including those in the pipeline,
Frasers Hospitality’s global portfolio
stands at over 24,000 units in 146
properties, and is on track to achieve
its target of 30,000 units by 2019.
FHT is the first global hotel and
serviced apartment trust to be listed
on the SGX-ST. FHT currently has
15 quality properties strategically
located across key gateway cities in
Asia, Australia, the United Kingdom
(UK) and Germany.
4 ANNUAL REPORT 2017
Artist’s Impression of Frasers Tower, SingaporeFraser Suites New Delhi, India
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 (incorporating Australand from
late 2014) is one of Australia’s leading
property companies, having been
involved in property development
since 1924. Its current operations are
focused on investment in income-
producing commercial, retail and
industrial properties; commercial,
retail and industrial property
development and management; and
residential development (including
land, housing and apartments).
FPA has offices in Sydney,
Melbourne, Brisbane and Perth. It
also maintains a residential sales
office in Hong Kong, Shanghai and
Singapore.
FLT currently owns a portfolio of
Australian industrial properties and is
listed in Singapore. It has a portfolio
comprising 61 industrial properties
concentrated within major industrial
markets in Australia, predominantly
in Melbourne, Sydney and Brisbane.
Coupled with properties in Adelaide
and Perth, FLT’s total portfolio is
valued at A$1.91 billion as at 30
September 2017.
I N T E R N A T I O N A L B U S I N E S S
The International Business unit
comprises FCL’s investments in
China, Europe including the UK,
Vietnam and Thailand.
China has been an important
market for FCL since we built our
first residential development – the
452-unit Jingan Four Seasons in
Shanghai – in 2001. To date, Frasers
Property China, has developed over
9,000 homes in China. We have three
projects currently under development
– residential projects in Suzhou and
Shanghai, and an industrial/logistics
park in Chengdu.
We started our investments in the
UK in 2000 with the development of
Annandale House. Since then, Frasers
Property UK has built over 700 homes
and marketed various residential and
mixed-use developments. We are
currently developing three projects
in London. In 2017, we made our
first foray into business parks in the
UK, as well as logistics and light
industrial properties in the Netherlands
and Germany. These acquisitions
demonstrate FCL’s strategy to
increase recurring income overseas.
In Vietnam, we acquired a 70% stake
in G Homes to develop a residential-
cum-commercial project on a 1-ha
prime site in Ho Chi Minh City. FCL
also has a 75% interest in Me Linh
Point, a 21-storey retail/office building
in District 1, Ho Chi Minh City.
In Thailand, we hold a 39.9% stake in
Golden Land Property Development
Public Company Limited (Golden
Land) and a 41.0% stake in TICON
Industrial Connection Public
Company Limited (TICON). Both
companies are 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. TICON
is one of the largest logistics and
industrial real estate developers
in Thailand. It owns and manages
factories and warehouses for rent in
18 industrial estates and 33 logistics
locations throughout the country.
Frasers Property Head Office, Rhodes, New South Wales, AustraliaGeneba Industrie Park,Mülheim, Germany OUR GLOBAL
PRESENCE
PROFIT BEFORE INTEREST AND
TAXATION BREAKDOWN BY
GEOGRAPHICAL SEGMENT
8%
33%
FY2017
$1,089M
15%
9%
SINGAPORE
FY2017 ($’000)
360,293
FY2016 ($’000)
367,595
AUSTRALIA
FY2017 ($’000)
375,926
FY2016 ($’000)
299,700
UNITED KINGDOM THE NETHERLANDS
GERMANY
HUNGARY
35%
4%
13%
12%
FY2016
$938M
32%
39%
FRANCE
SWITZERLAND
SPAIN
NIGERIA
REPUBLIC OF CONGO2
TURKEY
INDIA
UAE
QATAR
MALAYSIA
1
2
Includes Indonesia, Japan, Malaysia, New Zealand, the Philippines, Thailand and Vietnam
Property pending opening
SAUDI ARABIA2
BAHRAIN
SINGAPORE
6
ANNUAL REPORT 2017 EUROPE
FY2017 ($’000)
104,872
FY2016 ($’000)
111,320
CHINA
FY2017 ($’000)
158,861
FY2016 ($’000)
120,296
OTHERS1
FY2017 ($’000)
89,093
FY2016 ($’000)
39,288
CHINA
MALAYSIA
SINGAPORE
INDONESIA
AUSTRALIA
27
COUNTRIES
• RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
Thailand
United Kingdom
Vietnam
• COMMERCIAL
Australia
China
Malaysia
Singapore
Thailand
Vietnam
• INDUSTRIAL/
LOGISTICS
Australia
China
Germany
Thailand
The Netherlands
• BUSINESS PARK
Australia
United Kingdom
JAPAN
SOUTH KOREA
MYANMAR2
THAILAND
VIETNAM
PHILIPPINES
OVER
80
CITIES
• HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Myanmar2
Nigeria
Philippines
Republic of
Congo2
Qatar
Saudi Arabia2
Singapore
South Korea
Spain
Switzerland
Thailand
Turkey
UAE
United Kingdom
Vietnam
NEW ZEALAND
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
7
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)
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
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
1997
Alexandra Technopark,
CPL’s first business space
project was developed
and launched
Alexandra Point,
Singapore
Alexandra Technopark,
Singapore
1998
CPL’s first two hospitality
projects, Fraser Suites
and Fraser Place
in Singapore, were
launched
8
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
2015
FCL acquired leading
boutique lifestyle hotel
brands Malmaison and
Hotel du Vin (MHDV) in
the UK
Australand was
rebranded as Frasers
Property Australia
Hotel du Vin Wimbledon,
UK
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 in
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
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
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
ANNUAL REPORT 2017
2017
• FCL acquired a 99.5% stake in Geneba Properties N.V (Geneba) in the
Netherlands
• FCL entered into a sale and purchase agreement to acquire four high-quality
business park assets in the UK
• FCL accquired an additional 4.3% stake in Golden Land and a 41.0% stake in
TICON Industrial Connection Public Company Limited in Thailand. FCL also
entered into a joint venture with TCC Assets (Thailand) Co., Ltd to develop
One Bangkok, the largest private sector property development initiative
undertaken in Thailand
2016
Frasers Logistics &
Industrial Trust was listed
on the Main Board of
SGX-ST
1 Burilda Close, Wetherill Park,
New South Wales, Australia
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. The acquisition
was completed in 2017
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
9
Artist’s impression of One Bangkok,Bangkok, Thailand L
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ANNUAL REPORT 2017 FINANCIAL
HIGHLIGHTS
Revenue ($’M)
1,675
2,203
3,562
3,440
4,027
20131
20141
2015
2016
2017
Profit before interest, fair value change on investment
properties, taxation and exceptional items ($’M)
704
765
1,105
938
1,089
Profit before taxation ($’M)
Before fair value change on investment properties
and exceptional items
612
721
955
796
968
After fair value change on investment properties and
exceptional items
1,095
807
1,197
960
1,248
Attributable profit ($’M)
Before fair value change and exceptional items
After fair value change and exceptional items
402
722
470
501
544
771
480
597
488
689
Earnings per share (cents)2
Attributable profit before fair value change on
investment properties and exceptional items
Attributable profit after fair value change on
53.4
19.1
17.2
14.3
14.6
investment properties and exceptional items
95.9
20.4
25.0
18.4
21.5
Dividend per share
Ordinary shares (cents)
19.9
8.6
8.6
8.6
8.6
Net asset value (share capital & reserves) ($’M)
5,433
6,414
6,509
6,661
7,155
Net asset value per share ($)
6.32
2.223
2.25
2.30
2.46
Return on average shareholders’ equity (%)
Attributable profit before fair value change on
investment properties and exceptional items
7.3
7.5
7.7
6.3
6.1
Notes
1 Certain accounting policies or accounting standards had changed in the financial years ended 30 September 2013 and 2015
2
Financial information for 2013 and 2014 have been restated to take into account the retrospective adjustments relating to FRS 110 and FRS 111
Based on weighted average number of ordinary shares in issue. Prior to the listing of the Company on SGX-ST on 9 January 2014, in 2013,
weighted average number of ordinary shares was 753,292,000. In 2014, 2015, 2016 and 2017, weighted average number of shares was
2,457,316,000, 2,893,873,000, 2,898,893,000 and 2,904,157,000, respectively
3 Calculated based on 2,889,813,000 shares in issue after the Company’s listing
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
11
BOARD OF
DIRECTORS
– As at 30 September 2017
CHAROEN SIRIVADHANABHAKDI, 73
CHAROEN SIRIVADHANABHAKDI, 73
Non-Executive and Non-Independent Chairman
KHUNYING WANNA SIRIVADHANABHAKDI, 74
Date of appointment as a director:
25 Oct 2013
Length of service as Director:
3 years 11 months
(as at 30 September 2017)
Board committees served on
• Board Executive Committee (Chairman)
Academic & Professional Qualifications
• Honorary Doctoral Degree in Marketing,
Rajamangala University of Technology Isan,
Thailand
• 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
Present Directorships in other companies
(as at 30 September 2017)
Listed companies
• Berli Jucker Public Company Limited
(Chairman)
• Fraser and Neave, Limited (Chairman)
• Thai Beverage Public Company Limited
(Chairman)
Listed REITs/Trusts
Nil
Others
• Beer Thai (1991) Public Company Limited
(Chairman)
• Big C Supercenter Public Company Limited
(Chairman)
• Red Bull Distillery Group of Companies
(Chairman)
• Siriwana Co., Ltd. (Chairman)
• Southeast Group Co., Ltd. (Chairman)
• TCC Asset World Corporation Limited
(Chairman)
• Honorary Doctoral Degree in Sciences and
• TCC Corporation Limited (formerly known
Food Technology, Rajamangala University of
Technology Lanna, Thailand
as TCC Holding Co., Ltd.) (Chairman)
• TCC Land Co., Ltd. (Chairman)
• 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
Major appointments
(other than Directorships)
Nil
Past Directorships in listed companies held
over the preceding 3 years
(from 01 October 2014 to 30 September 2017)
Nil
Past Major Appointments
Nil
Others
• Darjah Kebesaran Panglima Setia Mahkota
(P.S.M.) which carries the title ‘Tan Sri’ from
Malaysia
12
ANNUAL REPORT 2017 KHUNYING WANNA SIRIVADHANABHAKDI, 74
Non-Executive and Non-Independent Vice Chairman
PANOTE SIRIVADHANABHAKDI, 39
Group Chief Executive Officer
Executive and Non-Independent Director
Date of appointment as a
director: 07 Jan 2014
Length of service as Director:
3 years 8 months
(as at 30 September 2017)
Board committees served on
Nil
Academic & Professional
Qualifications
• 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 in
other companies
(as at 30 September 2017)
Listed companies
• Berli Jucker Public
Company Limited (Vice
Chairman)
• Fraser and Neave, Limited
(Vice Chairman)
• Thai Beverage Public
Company Limited (Vice
Chairman)
Listed REITs/Trusts
Nil
Others
• Beer Thip Brewery (1991)
Co., Ltd. (Chairman)
• Big C Supercenter Public
Company Limited (Vice
Chairman)
• Sangsom Group of
Companies (Chairman)
• Siriwana Co., Ltd. (Vice
Chairman)
• TCC Asset World
Corporation Limited (Vice
Chairman)
• TCC Corporation Limited
(formerly known as TCC
Holding Co., Ltd.) (Vice
Chairman)
Major appointments
(other than Directorships)
Nil
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 October 2014 to
30 September 2017)
Nil
Past Major Appointments
Nil
Others
Nil
Date of appointment as a
director: 08 Mar 2013
Length of service as Director:
4 years 6 months
(as at 30 Sep 2017)
Board committees served on
• Board Executive
Committee
• 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
• Certificate in Industrial
Engineering and
Economics, Massachusetts
University, USA
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• TICON Industrial
Connection Public
Company Limited
• Golden Land Property
Development Public
Company Limited (Vice
Chairman)
• Thai Beverage Public
Company Limited
• Berli Jucker Public
Company Limited
• Univentures Public
Company Limited
Listed REITs/Trusts
• 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
Others
• Frasers Property Australia
Pty Limited
• One Bangkok Holdings Co.,
Ltd.
• 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)
• Singapore Management
University (Director/Board
of Trustees)
• Real Estate Developers’
Association of Singapore
(REDAS) (Management
Committee)
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
• Chief Executive Officer
of Univentures Public
Company Limited
Others
Nil
BOARD OF
DIRECTORS – As at 30 September 2017
CHARLES MAK MING YING, 65
Non-Executive and Lead Independent Director
CHAN HENG WING, 71
Non-Executive and Independent Director
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
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
Date of appointment as a
director: 25 Oct 2013
Length of service as Director:
3 years 11 months
(as at 30 Sep 2017)
Board committees served on
• Nominating Committee
• Risk Management
Committee
• Remuneration Committee
Academic & Professional
Qualifications
• Master of Science,
Columbia Graduate School
of Journalism, USA
• Master of Arts, University of
Singapore
• Bachelor of Arts (Honours),
University of Singapore
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• Banyan Tree Holdings Ltd.
Listed REITs/Trusts
• EC World Asset
Management Pte Ltd
Others
• Fusang Corp (Labuan)1
• Fusang Family Office Pte
Ltd (S)1
• Fusang Family Office Ltd
(HK)1
Major appointments (other
than Directorships)
• Ministry of Foreign Affairs:
Non-resident Ambassador
to Austria
• Milken Institute Asia Center
(Senior Advisor)
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
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
• Chief Representative of
Temasek International in
China
Others
Nil
• Fusang Investment Office
1 Appointed Special Advisor with
effect from 1 Dec 2017
Pte Ltd (S)1
• Fusang Investment Office
Ltd (HK)1
• One Bangkok Holdings Co.,
Ltd.
• Precious Quay Pte. Ltd.
• Precious Treasures Pte. Ltd.
Date of appointment as a
director: 25 Oct 2013
Length of service as Director:
3 years 11 months
(as at 30 Sep 2017)
Board committees served on
• Audit Committee
(Chairman)
• Board Executive
Committee (Vice
Chairman)
• Remuneration Committee
• Nominating Committee
• Risk Management
Committee
Academic & Professional
Qualifications
• Master of Business
Administration, PACE
University, USA
• Bachelor of Business
Administration, PACE
University, USA
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
Nil
Listed REITs/Trusts
Nil
Others
Nil
Major appointments
(other than Directorships)
• Morgan Stanley Asia Pacific
(Vice Chairman)
• Morgan Stanley
International Wealth
Management (President)
• Pace University, USA (Board
of Trustees)
14
ANNUAL REPORT 2017 PANOTE SIRIVADHANABHAKDI, 40
PHILIP ENG HENG NEE, 71
Non-Executive and Independent Director
CHARLES MAK MING YING, 65
TAN PHENG HOCK, 60
Non-Executive and Independent Director
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 3 years
(from 01 Oct 2014 to
30 Sep 2017)
• MDR Limited (Chairman)
Past Major Appointments
• Group Managing Director,
Jardine Cycle and Carriage
Group
Others
Nil
Date of appointment as a
director: 25 Oct 2013
Length of service as Director:
3 years 11 months
(as at 30 Sep 2017)
Board committees served on
• Remuneration Committee
(Chairman)
• Audit Committee
Academic & Professional
Qualifications:
• Bachelor of Commerce in
Accountancy, University of
New South Wales, Australia
• Associate Member, Institute
of Chartered Accountants
in Australia
• Chartered Accountant
(Singapore)
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• Ezra Holdings Limited
• PT Adira Dinamika
Multi Finance Tbk
(Commissioner)
• The Hour Glass Limited
Listed REITs/Trusts
• Frasers Centrepoint Asset
Management Ltd, Manager
of Frasers Centrepoint Trust
Others
• Frasers Property Australia
Pty Limited
• Hektar Asset Management
Sdn Bhd
• Heliconia Capital
Management Pte. Ltd.
• KK Women’s and Children’s
Hospital Pte. Ltd.
• Singapore Health Services
Pte. Ltd.
• Vanda 1 Investments Pte.
Ltd.
Date of appointment as a
director: 20 Mar 2017
Length of service as Director:
6 months 10 days
(as at 30 Sep 2017)
Board committees served on
Nil
Academic & Professional
Qualifications
• Master of Science
(Management), Stanford
University, USA
• Bachelor of Science,
Marine Engineering (First
Class Honours), University
of Surrey, UK
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
Nil
Listed REITs/Trusts
Nil
Others
• Design Education Review
Committee (Chairman)
• Learning Gateway Ltd
(Chairman)
• Lifelong Learning
Endowment Fund Advisory
Council (Chairman)
• National Neuroscience
Institute (NNI) Fund
Committee, SingHealth
Fund (member)
• SkillsFuture Singapore
Agency (Chairman)
• The Civil Aviation Authority
of Singapore (Board
member)
Major appointments
(other than Directorships)
• Advisor of Temasek
International
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
• President & CEO of ST
Engineering
• Group President of ST
Engineering
• Group’s President of
Corporate Affairs, ST
Engineering
• President of Singapore
Technologies Automotive
Ltd, now known as ST
Kinetics
Others
• Outstanding CEO of the
Year at the Singapore
Business Awards 2014
• Asia Business Leader of the
Year at the 12th CNBC Asia
Business Leaders Award
2013
• Esteemed Honorary
Fellowship by the Asean
Federation of Engineering
Organisations (AFEO)
• The Best CEO (market cap
of $1 billion and above),
Singapore Corporate
Awards 2012
• CNBC Asia Talent
Management Award, 2009
• The first Asian Chief
Executive to receive the
Walter L. Hurd Foundation
World Executive Medal
by Asia Pacific Quality
Organisation
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
15
BOARD OF
DIRECTORS – As at 30 September 2017
WEE JOO YEOW, 70
Non-Executive and Independent Director
WEERAWONG CHITTMITTRAPAP, 59
Non-Executive and Independent Director
Date of appointment as a
director: 10 Mar 2014
Length of service as Director:
3 years 6 months
(as at 30 Sep 2017)
Board committees served on
• Board Executive
Committee
• Audit Committee
Major appointments
(other than Directorships)
Nil
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
• Managing Director and
Head of Corporate Banking
Singapore, United Overseas
Bank Limited
Others
Nil
Academic & Professional
Qualifications
• Master of Business
Administration, New York
University, USA
• Bachelor of Business
Administration (BBA
Honours), University of
Singapore
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• PACC Offshore Services
Holdings Ltd
• Oversea-Chinese Banking
Corporation Limited
• Great Eastern Holdings
Limited
Listed REITs/Trusts
Mapletree Industrial Trust
Management Ltd, Manager of
Mapletree Industrial Trust
Others
Nil
16
Major appointments
(other than Directorships)
• Thai Institute of Directors
(Special Lecturer)
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
• Minor International Public
Company Limited
• Siam Food Public
Company Limited
• Nok Airlines Public
Company Limited
• Golden Land Property
Development Public
Company Limited
• GMM Grammy Public
Company Limited
• Thai Airways International
Public Company Limited
• National Power Supply
Public Company Limited
Past Major Appointments
• Weerawong, Chinnavat
& Peangpanor Limited
(Chairman)
Others
Nil
Date of appointment as a
director: 25 Oct 2013
Length of service as Director:
3 years 11 months
(as at 30 Sep 2017)
Board committees served on
• Nominating Committee
(Chairman)
• Risk Management
Committee
Academic & Professional
Qualifications
• 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 in
other companies
(as at 30 Sep 2017)
Listed companies
• Berli Jucker Public
Company Limited
• SCB Life Assurance Public
Company Limited
• Siam Commercial Bank
Public Company Limited
• Bangkok Dusit Medical
Services Public Company
Limited
Listed REITs/Trusts
Nil
Others
• Big C Supercenter Public
Company Limited
ANNUAL REPORT 2017 PANOTE SIRIVADHANABHAKDI, 40
CHOTIPHAT BIJANANDA, 54
Non-Executive and Non-Independent Director
CHARLES MAK MING YING, 65
SITHICHAI CHAIKRIANGKRAI, 63
Non-Executive and Non-Independent Director
Others
• 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.
• Big C Supercenter Public
Company Limited
• Big C Services Co., Ltd.
Major appointments
(other than Directorships)
Nil
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
Nil
Others
Nil
Date of appointment as a
director: 08 Mar 2013
Length of service as Director:
4 years 6 months
(as at 30 Sep 2017)
Board committees served on
• Risk Management
Committee (Chairman)
• Board Executive Committee
(Vice Chairman)
• Nominating Committee
Academic & Professional
Qualifications
• Master of Business
Administration, Finance,
University of Missouri, USA
• Bachelor of Laws,
Thammasat University,
Thailand
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• Sermsuk Public Company
Limited
• Golden Land Property
Development Public
Company Limited
• TICON Industrial
Connection Public
Company Limited
• Fraser and Neave, Limited
Listed REITs/Trusts
Nil
Date of appointment as a
director: 07 Aug 2013
Length of service as Director:
4 years 1 month
(as at 30 Sep 2017)
Board committees served on
• Board Executive Committee
• Audit Committee
• Risk Management
Committee
Academic & Professional
Qualifications
• Bachelor of Accountancy
(First Class Honours),
Thammasat University,
Thailand
• Diploma in Computer
Management,
Chulalongkorn University,
Thailand
• Certificate of the Mini MBA
Leadership Management,
Kasetsart University,
Thailand
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• Thai Beverage Public
Company Limited
• Berli Jucker Public
Company Limited
• Golden Land Property
Development Public
Company Limited
• Oishi Group Public
Company Limited
• Siam Food Products Public
Company Limited
• Sermsuk Public Company
Limited
• Univentures Public
Company Limited
• Fraser and Neave, Limited
Listed REITs/Trusts
Nil
Others
• Big C Supercenter Public
Company Limited
• 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 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
Nil
Others
Nil
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
17
GROUP
MANAGEMENT – As at 30 September 2017
PANOTE SIRIVADHANABHAKDI, 39
Group Chief Executive Officer
Frasers Centrepoint Limited
Mr Sirivadhanabhakdi is responsible for developing and
driving the Group’s growth strategies and delivering
sustainable returns for the business.
He helms the overall development and management
of the Group’s business, provides leadership to all FCL
business divisions and prepares the organisation for
further development and expansion.
18
Date of first appointment:
1 Oct 2016
Board committees served on
• Board Executive
Committee
• Risk Management
Committee
• 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
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
• Certificate in Industrial
Others
• Frasers Property Australia
Pty Limited
• One Bangkok Holdings Co.,
Ltd.
• Beer Thip Brewery (1991)
Co., Ltd.
• Blairmhor Distillers Limited
• Blairmhor Limited
• InterBev (Singapore) Limited
• International Beverage
Holdings (China) Limited
• International Beverage
Engineering and
Economics, Massachusetts
University, USA
Holdings Limited
• International Beverage
Holdings (UK) Limited
Present Directorships in
other companies
(as at 30 Sep 2017)
Listed companies
• TICON Industrial
Connection Public
Company Limited
• Golden Land Property
Development Public
Company Limited (Vice
Chairman)
• Thai Beverage Public
Company Limited
• Berli Jucker Public
Company Limited
• Univentures Public
Company Limited
Listed REITs/Trusts
• Frasers Hospitality Asset
Management Pte Ltd,
Manager of Frasers
Hospitality Real Estate
Investment Trust
• Sura Bangyikhan Group of
Companies
Major appointments
(other than Directorships)
• Singapore Management
University (Director/Board
of Trustees)
• Real Estate Developers’
Association of Singapore
(REDAS) (Management
Committee)
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Past Major Appointments
• Chief Executive Officer
of Univentures Public
Company Limited
Others
Nil
ANNUAL REPORT 2017 PANOTE SIRIVADHANABHAKDI, 40
CHIA KHONG SHOONG, 46
Chief Corporate Officer and Chief Financial Officer
Frasers Centrepoint Limited
LOO CHOO LEONG, 49
CHARLES MAK MING YING, 65
Chief Financial Officer (from 1 Dec 2017)
Frasers Centrepoint Limited
As Group Chief Corporate Officer and Chief Financial
Officer, Mr Chia oversaw several key Group corporate
functions as well as FCL’s Finance, Accounting, Taxation
and Treasury functions. Mr Chia stepped down as Chief
Financial Officer on 1 December 2017 to focus on his
Chief Corporate Officer responsibilities.
The Group corporate functions that Mr Chia looks after
include Group Corporate Secretariat and Legal, Group
Business Process Design and Technology Solutions,
Sustainability and Corporate Administration. 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 on overseeing the evaluation,
execution and implementation of group-wide projects
and strategy initiatives, as well as, the development of
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, 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 2017)
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 2014 to
30 Sep 2017)
• Frasers Centrepoint Asset
Management Ltd, Manager
of Frasers Centrepoint
Trust
Others
Nil
Mr Loo is responsible for all aspects of FCL Group’s
Finance functions. He has direct oversight of
the Finance, Accounting, Treasury, Taxation, Risk
Management and Group Communications functions.
Date of appointment:
1 Dec 2017
Academic & Professional
Qualifications
• Master of Business
Administration (Distinction),
University of Strathclyde,
UK
• Fellow of the Association
of Chartered Certified
Accountants, UK
• Member of the Institute
of Singapore Chartered
Accountants
• Member of the Singapore
Institute of Directors
• Member of the Malaysian
Institute of Accountants
Working Experience
• Deputy Chief Financial
Officer, Frasers Centrepoint
Limited
• Chief Financial Officer,
Pacific Radiance Limited
• Group Head of Global
Shared Services and Head
of Regional Finance Office,
Sime Darby Group
• Associate, Arthur Andersen
Present Directorships
(as at 30 Sep 2017)
Listed companies
Nil
Others
Nil
Major Appointments
(other than Directorships)
Nil
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
• PT Logindo
Samudramakmur, Tbk
(listed on the Indonesia
Stock Exchange)
Others
• Alstonia Offshore Pte Ltd
• Crest Subsea International
Pte Ltd
• CrestSA Marine & Offshore
Pte Ltd
• CSI Offshore Pte Ltd
• Pacific Crest Pte Ltd
• Pacific Offshore Marine Pte
& Co
Ltd
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
19
GROUP
MANAGEMENT – As at 30 September 2017
CHRISTOPHER TANG KOK KAI, 56
Chief Executive Officer, Singapore
Frasers Centrepoint Limited
RODNEY VAUGHAN FEHRING, 58
Chief Executive Officer
Frasers Property Australia
Mr Tang is responsible for Frasers Centrepoint Singapore.
He oversees the Residential, Retail and Commercial
properties in Singapore as well as the two REITs –
Frasers Centrepoint Trust and Frasers Commercial Trust.
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:
1 Apr 2001
Listed REITs/Trusts
• Frasers Centrepoint Asset
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
Present Directorships
(as at 30 Sep 2017)
• Chairman, Green Building
Council of Australia
• Member, Property Male
Champions of Change
Others
• Frasers Property Australia
Pty Limited
Past Directorships of
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
• Chairman, Australian
Housing and Urban
Research Institute Ltd
Working Experience
• Executive General Manager,
• Director, Mission Australia
Housing Pty Ltd
Others
Nil
1 Appointment to Australand
Property Group, which was
acquired by FCL in 2014
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
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 2014 to
30 Sep 2017)
Nil
Others
Nil
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 Officer,
Frasers Centrepoint Asset
Management Ltd
• General Manager, Strategic
Planning and Asset
Management, Fraser and
Neave, Limited
• General Manager, Strategic
Planning and Asset
Management, Frasers
Centrepoint Limited
• Vice President, DBS Bank
Ltd
• Senior Manager, Strategic
Planning and Asset
Management, DBS Land
Limited
Present Directorships
(as at 30 Sep 2017)
Listed companies
Nil
20
ANNUAL REPORT 2017 PANOTE SIRIVADHANABHAKDI, 40
CHOE PENG SUM, 57
Chief Executive Officer
Frasers Hospitality
CHARLES MAK MING YING, 65
UTEN LOHACHITPITAKS, 44
Chief Investment 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/divestments and liaising with investment
partners. He also provides leadership for the Indochina
markets, namely Thailand, Cambodia, Laos, Myanmar
and Vietnam.
Date of first appointment:
1 Oct 2013
Academic & Professional
Qualifications
• Master of Business
Administration, Assumption
University, Thailand
• Bachelor of Business
Others
• Director, Frasers Property
Holding Thailand Co. Ltd.
• Director, Frasers Property
Investment (Europe) SARL
• Director, Frasers Property
International Pte. Ltd.
• Director, Frasers (Thailand)
Pte. Ltd.
Administration, Assumption
University, Thailand
• Director, Sinomax
International Pte. Ltd.
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
Present Directorships
(as at 30 Sep 2017)
Listed companies
• Director, TICON Industrial
Connection Public
Company Limited
• Director, TICON Logistics
Park Co., Ltd.
Major Appointments
(other than Directorships)
Nil
Past Directorships in other
listed companies held over
the preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Others
Nil
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 trusts and asset management of
hotels and serviced residences on a global mandate.
Date of first appointment:
1 Apr 1996
Academic & Professional
Qualification(s)
• 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 2017)
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, appointed by
Ministry of Education
• Committee member,
Committee for Private
Education/SkillsFuture
Singapore, appointed by
Ministry of Education
• Governing Council member
of the Singapore Quality
Awards, Spring Singapore,
appointed by Ministry of
Trade and Industry
• SPC Complaints Panel
(Laypersons), Singapore
Pharmacy Council
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Others
Nil
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
21
GROUP
MANAGEMENT – As at 30 September 2017
SEBASTIAN TAN, 54
Chief Human Resources Officer
Frasers Centrepoint Limited
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.
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
• Member, Professional
Practices Committee,
Institute for Human
Resource Professionals
Past Directorships in listed
companies held over the
preceding 3 years
(from 01 Oct 2014 to
30 Sep 2017)
Nil
Others
Nil
Date of first appointment:
17 Aug 2015
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 2017)
Listed companies
Nil
Others
• FCL Management Services
Pte. Ltd.
22
ANNUAL REPORT 2017 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
Executive and Non-Independent
Director
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 Tan Pheng Hock
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
Mr Choe Peng Sum
Chief Executive Officer,
Frasers Hospitality
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
GROUP MANAGEMENT
Mr Panote Sirivadhanabhakdi
Group Chief Executive Officer
Mr Chia Khong Shoong
Chief Corporate Officer
Chief Financial Officer
(until 30 November 2017)
Mr Loo Choo Leong
Chief Financial Officer
(from 1 December 2017)
Mr Christopher Tang Kok Kai
Chief Executive Officer,
Singapore
Mr Rodney Vaughan Fehring
Chief Executive Officer,
Frasers Property Australia
Mr Uten Lohachitpitaks
Chief Investment Officer
Mr Sebastian Tan
Chief Human Resources Officer
COMPANY SECRETARY
Ms Catherine Yeo
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
Bangkok Bank Public Company
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
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
23
CHAIRMAN’S
STATEMENT
EXECUTING ON O UR
STRATEGIES OF ACHIEVING
SUSTAIN ABLE EARNINGS
GROW TH, GROWIN G OUR
ASSET PORTFOLIO IN A
BAL ANCED MANNER, AND
OPTIMISING CAPITAL
PRODUCTIVIT Y, THE GROUP
HAS MADE CON SISTENT AND
NOTABLE PROGRESS YEAR-
AFTER-YEAR.
¢
FY2017
TOTAL
DIVIDEND
8.6
cents
Dear Fellow Shareholders,
Consistency and a progressive mindset are core
to Frasers Centrepoint Limited’s (FCL or the
Group) approach to a sustainable business. The
Group considers a strong organisational core
and a business designed to grow through cycles,
a high standard of corporate governance and
transparency, as well as sustainable practices
within our business operations, as hallmarks of an
enduring business.
PROGRESSING IN LINE WITH STRATEGIES
To build a business designed for the long haul, FCL
adopted a three-pronged strategy five years ago to
deliver long-term shareholder value. Executing on our
strategies of achieving sustainable earnings growth,
growing our asset portfolio in a balanced manner,
and optimising capital productivity, the Group has
made consistent and notable progress year-after-
year. The Group’s financial performance each year is a
clear testament to the effectiveness of our strategies.
These efforts have certainly stood FCL in good stead
in today’s environment of macro uncertainties and
24
ANNUAL REPORT 2017 heightened geopolitical risks. However, it is critical that
FCL’s leadership continues to pay close attention to the
changing world around us, and keeps working to elevate
resilience in the business to support our long-term
objectives.
DELIVERING COMMENDABLE RESULTS
I am pleased that the Group delivered a strong set of
full year results in FY2017. Revenue and attributable
profit (before fair value change and exceptional items)
or core earnings were $4,027 million and $488 million
respectively. On the back of FCL’s sound financial
performance, the Board has proposed a final dividend
of 6.2 Singapore cents per share. Including FCL’s interim
dividend of 2.4 Singapore cents per share, total dividend
for FY2017 is 8.6 Singapore cents per share, maintaining
the Group’s dividend track record since its relisting in 2014.
ENHANCING OUR PORTFOLIO RESILIENCE
FY2017 marked the first year since we made a series
of organisational changes to ensure that the Group
is future-ready. A key organisational change was the
appointment of Mr Panote Sirivadhanabhakdi as Group
CEO of FCL on 1 October 2016. Under the Group
CEO’s leadership, on top of delivering a solid financial
performance, the team continued to take steps to
enhance the quality of our earnings.
Over the course of the year, FCL invested in industrial
and logistics platforms in Europe and Thailand as well
as a portfolio of business parks in the UK. These moves
enabled the Group to further diversify our income
sources geographically and strengthen our recurring
income base. Enhancing scale and depth across markets
also means that we are able to reap greater synergies
in our operations, while helping to support long-term
future growth by better-positioning the Group to
capture opportunities through cycles.
STRONGER ORGANISATIONAL BACKBONE TO
SUPPORT LONG-TERM OBJECTIVES
As FCL’s leadership continues its efforts to steer the
Group towards the long-term objective of delivering
sustainable value for shareholders, having a strong
organisational backbone to support these efforts is vital.
For this reason, unifying FCL’s people and businesses
under a common set of systems, processes and culture
was a key imperative for FCL’s leadership during the year.
FCL has also been making consistent efforts to raise the
bar in sustainable practices within its business operations,
and its progress is reported in this year’s Sustainability
Report. This year’s Sustainability Report, as per every
year prior, was prepared in accordance to international
standards and is an important part of the Group’s efforts
to share its sustainability approach with stakeholders.
Over the course of the year, the Group’s commitment
towards building a sustainable business has won FCL
a number of awards. The Group was recognised for its
outstanding efforts in adhering to exemplary corporate
governance practices and disclosure standards, as
well as best practices in investor relations in the 2017
Singapore Corporate Awards. The Group’s successful
efforts in consistently championing sustainable practices
within its core operations, particularly in relation to
governance, environment, economic and social aspects,
was also recognised at the Singapore Apex Corporate
Sustainability Awards in 2017.
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 wise counsel and valuable
guidance. I would like to take this opportunity to extend
my warmest welcome to Mr Tan Pheng Hock, who
joined the Board in March 2017. Mr Tan brings with
him a wealth of experience and we look forward to his
contributions to FCL.
Sincere appreciation too, to our customers, business
partners, bankers, financial advisers 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
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
25
GRRROOOOOUUUUPPPP CCCCCCEEEEOOOOO’SS
STTAAAATTTTEEEEMMMMMMEEEENNNNNTTTTT
17%
FY2017
REVENUE
$4,027
million
Dear Shareholders,
FY2017 has been a fruitful year for FCL.
We delivered a set of solid fi nancial
results against a backdrop of geopolitical
uncertainties and a volatile economic
environment. In addition, we made
signifi cant strides towards our objective
of delivering long-term shareholder
value as we further enhanced the
defensive nature of our portfolio. On
the corporate front, following the new
organisational structure put in place last
July, we embarked on another important
corporate initiative to enhance unity and
collaboration among our people.
26 ANNUAL REPORT 2017
17_0228 FCL AR 2017 P1-79_v21.indd 26
17_0228 FCL AR 2017 P1-79_v21.indd 26
19/12/17 6:34 PM
19/12/17 6:34 PM
IN FY2012, NEARLY 60% OF OUR TOTA L ASSETS WERE IN
SI NGAPORE, WHILE OUR DEV ELOPMENT PO RTFOLIO TOTA LLED
MOR E THAN 50% OF OUR ASSET S. TO DAY, N EA RLY 60% OF
OUR TOTAL ASSETS A RE OUTSIDE SIN GA PORE, WHILE WE HAVE
MOR E THAN 80% OF OUR TOTA L ASSETS IN RECURRING INCOME
PROPE RT Y SEGMENTS.
2%
FY2017
APBFE
$488
million
IMPROVED QUALITY OF EARNINGS
ENHANCED PORTFOLIO RESILIENCE
In FY2017, FCL’s revenue rose 17% year-on-year to
$4,027 million, while our core earnings, or attributable
profit before fair value change and exceptional items,
was up 2% year-on-year to $488 million. Our financial
performance was underpinned by higher contributions,
from Australia, China and the UK, which clearly attests to
the merits of our strategy.
Diversifying our earnings geographically, strengthening
FCL’s recurring income base, and improving capital
productivity are central to the Group’s strategy. Our
consistent application of this strategy over the past
five years has enabled us to reshape FCL’s portfolio by
smoothening out earnings lumpiness that is inherent
in the property sector. In FY2012, nearly 60% of our
total assets were in Singapore, while our development
portfolio totalled more than 50% of our assets. Today,
nearly 60% of our total assets are outside Singapore,
while we have more than 80% of our total assets in
recurring income property segments. Meanwhile, our
portfolio has also grown exponentially over the same
period, as our portfolio more than doubled from
$10.4 billion in FY2012 to $27.0 billion, which translates
to a compounded annual growth rate of 21% per annum.
In an environment of increasing volatility and shortening
property cycles, the Group set out to build resilience
in the business portfolio via a series of defensive
acquisitions this year. They include a 99.5% stake in
Geneba Properties N.V., a company that owns and
manages a portfolio primarily comprising long-lease
logistics and industrial assets in Germany and the
Netherlands; and a portfolio of four high-quality,
income-producing and well-located business parks in
the UK. These acquisitions share a number of notable
characteristics that made them compelling investments
for FCL.
Strengthen Recurring Income Base
Extending our business across more markets and
investment property segments allows FCL to diversify
geographically and more importantly, strengthen our
recurring income base. Having a significantly broader
tenant base comprising quality corporations, and
a higher proportion of leases in our portfolio with
weighted average lease expiry of over five years, mean
that we have even clearer earnings visibility, which
factors highly in our capital allocation considerations.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
27
STRENGTHENING ORGANISATIONAL BACKBONE
These acquisitions were made possible because FCL has
a diversified platform, and an organisational structure
that facilitates Group-level strategic planning and our
ability to allocate capital dynamically. We could quickly
assemble teams from across the Group with the right
knowledge to evaluate opportunities, and nimbly
allocate capital to fund investments that made sense to
the Group.
Stronger Together
As FCL’s drive to scale up in multiple geographies
and property segments gains momentum, a strong
organisational core becomes even more critical to our
enduring success. Unifying all our people and businesses
under a clear and authentic corporate culture, across
our multi-national and diverse platform, was a logical
next step to ready FCL for continued growth.
GROUP CEO’S
STATEMENT
Leveraging Core Competencies from Across the
Group
Growing our asset portfolio in a balanced manner
across geographies and property segments is a key
aspect to enhancing our portfolio resilience, but we
cannot be in all parts of the world and in all property
segments. Real estate is a capital and management
intensive business where scale and depth matter.
Across the Group, we have capabilities in residential,
retail, commercial and business parks, industrial and
logistics, as well as hospitality sectors. We are focused
on leveraging core competencies across the Group
to deepen our presence in markets where we already
have a foothold, and these acquisitions are a prime
example of how we were able to leverage expertise in
Singapore and Australia to capture opportunities.
It was also in this spirit that we entered into a joint
venture with a member of the TCC Group, FCL’s
controlling shareholder. The Group has a 19.9% stake
in this joint venture, in which we plan to leverage the
home-ground advantage of the TCC Group, coupled
with FCL’s internationally-recognised capabilities in
integrated developments, to deliver Thailand’s largest
integrated district that is set to transform Bangkok’s
city-centre.
Reinforce FCL’s ‘Network Effect’ and Grow with
Customers Strategy
FCL’s businesses are all about providing solutions
to the needs of our customers. In the commercial,
logistics and industrial space, having a scalable, multi-
geographic footprint will benefit our customers and
drive value to the business. Along this vein, during the
year, we also acquired an approximately 41.0% stake
in TICON Industrial Connection Public Company
Limited, a leading developer and owner of industrial
properties in Thailand.
With our new investments, we have deepened our
presence in Europe and Thailand, both markets that
the Group has been in for over a decade, and where
we see long-term potential. We now have platforms
that will allow us to harness our commercial and
logistics know-how to benefit from prospects in the
ASEAN Economic Community and Europe region.
Our multi-geographical presence also opens up more
opportunities for cross-marketing to tenants and
knowledge sharing.
28
Artist’s Impression of One Bangkok,Bangkok, ThailandANNUAL REPORT 2017 During the year, we embarked on a branding initiative
that engaged every part of our business in a thorough
and considered process. I am pleased to share that
today, the Group is unified under a single brand
idea – experience matters. Why experience matters?
Experience matters means that we believe that our
customers experience matters, and we are committed
to creating memorable and enriching experiences for
our customers. Experience matters also means that our
experience matters, and as a diverse, multi-national
business of scale, we bring the right expertise and value
to the table.
One Multi-National Property Brand
As part of our branding initiative, we also saw a need
to consolidate the Group’s collective brand equity
in a single property brand. We would like to seek the
approval of FCL shareholders, at the FCL 2018 Annual
General Meeting, to approve the change in our company
name to Frasers Property Limited to better reflect our
multi-national and diverse business. This will allow us to
invest in building one multi-national property brand and
one multi-national employer brand – Frasers Property,
which will better enable us to enhance brand equity and
STRENG THEN RECURRING INCO ME BASE IN AN
talent management.
ENVIRONMENT OF INCREASING VO L ATILIT Y AND
MAINTAINING FOCUS ON CORPORATE GOVERNANCE
SHORTENING PRO PERT Y CYCLE S, EX TEN DING OUR
AND FINANCIAL DISCIPLINE
BUSINESS ACROSS MORE MA RKETS AN D IN VESTMENT
To support our growing business, we must maintain
PROPERT Y SEGMENTS ALLOWS FCL TO DIVER SI FY
financial discipline and continue to uphold the highest
GEOGRAPHICALLY AND MORE I MPORTAN TLY,
level of corporate governance.
STRENG THEN OUR RECURRIN G IN COME BASE.
Active Capital Management
We maintained a sound financial position in FY2017. As at
30 September 2017, the Group’s net debt-to-equity ratio
stood at 70.6%. This is a gearing level that the business
is capable of supporting, in view of our strong recurring
income base and healthy unrecognised residential
presales level of $3.4 billion. Diversifying our funding
sources also remained a focus of the Group and we
executed on the issuance and redemption of a number
of instruments during the year via FCL Treasury Pte. Ltd.
FCL ENTERED INTO A JOINT VE NTURE WITH
TCC ASSETS (THAIL AND) CO., LTD TO D EVELOP
ONE BANGKOK, THE L ARGEST PRIVAT E
SECTOR PROPERT Y DEVELOPME NT IN ITI AT IVE
UNDERTAKEN IN THAIL AND
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
29
Artist’s Impression of Ed.Square, Edmondson Park, New South Wales, Australia GROUP CEO’S
STATEMENT
During the year, the Group’s REIT platforms continued
to be important contributors to FCL’s recurring income
base through fee income, as well as providing an avenue
to optimise capital productivity. In line with our asset
recycling strategy to enhance capital productivity,
in FY2017, FCL sold eight industrial assets to Frasers
Logistics & Industrial Trust.
High Standards of Corporate Governance and
Sustainability
Over the course of the year, we are honoured to
have received recognition in a number of awards that
exemplify the Group’s commitment towards corporate
governance. At the 2017 Singapore Corporate Awards,
FCL was a winner for Best Investor Relations, in the
category for listed companies with market capitalisation
of $1 billion and above. In November 2017, FCL was
named a winner of the Sustainable Business Award,
under the large organisations category, at the Singapore
Apex Corporate Sustainability Awards, capping a string of
sustainability awards received by the Group during the year.
In fact, as part of our ongoing sustainability efforts, and
in response to feedback received from shareholders,
we have ceased the practice of sending printed copies
of FCL’s annual report to shareholders. We encourage
our shareholders to download a soft copy of our annual
report from our corporate website, which serves as a
resource centre for shareholders and members of the
public to access information about the Group.
LOOKING AHEAD
We will strive to maintain our market position in our core
markets of Singapore and Australia, where the Group
already has scale and depth. The progressive opening
of Northpoint City (South Wing) from end 2017 and
expected completion of Frasers Tower in the first half
of 2018 will be a boost for our Singapore business unit,
even as we persist with our efforts to bid for sites to
replenish our residential landbank. Over in Australia, we
plan to release around 2,000 residential units for sale in
FY2018, including the first residential stage of Ed.Square,
a large-scale development in Sydney that will integrate
residential units with a 45,000 sq m retail and commercial
precinct. In addition, we are in the planning stages for
Wyndham Vale in Melbourne and the Ivanhoe Estate site
in Sydney, both large-scale mixed-use developments.
We are also working on delivering 12 commercial and
industrial facilities over the course of FY2018.
30
Concurrently, we will keep looking at opportunities to
deepen our presence in markets that we are familiar
with, by leveraging capabilities across our Group. In
particular, the UK and Europe will remain geographies
of focus as long-term prospects continue to look
promising, notwithstanding short-term volatilities. We
aim to establish a scalable, strategic platform in the
region. For our hospitality business, we will persevere
in our efforts to improve our portfolio metrics while
building scale for the management business.
We have taken a number of steps in recent years that
are designed to position the Group to deliver long-term
shareholder value against a backdrop of an uncertain
global environment, tepid growth conditions, and the
advent of disruptive technologies. We will persist in our
efforts to seek opportunities that will allow us to grow
our business in a prudent manner.
Panote Sirivadhanabhakdi
Group Chief Executive Officer
Geneba Industrie Park,Mülheim, GermanyANNUAL REPORT 2017 FY2012
TOTAL
ASSETS
$10.4B
TOTAL
PROPERTY
ASSETS3
$8.6B
RESHAPED PORTFOLIO IN 5 YEARS
From under 40% to over 50% of
total assets outside Singapore
66%
14%
7%
9%
4%
Singapore
Australia
Europe
China
Thailand &
Others1,2
45%
31%
12%
6%
6%
From under 50% to over 80% of
total property assets in
recurring income sources
54%
18%
13%
15%
–
Development 18%
21%
Retail
25%
Office
19%
Hospitality
17%
Industrial/
Logistic
FY2017
TOTAL
ASSETS
$27.0B
TOTAL
PROPERTY
ASSETS3
$22.9B
¹
²
³
For FY2012, Include Vietnam, Malaysia, Philippines, Indonesia and New Zealand
For FY2017, Include Vietnam, Malaysia, Japan, Philippines, Indonesia and New Zealand
Property assets comprise investment properties, property plant and equipment, investment in joint ventures and associates, and properties
held for sale
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
31
Winnersh Triangle, Reading, UK
SINGAPORE
Watertown, Singapore BUSINESS
REVIEW
S I N G A P O R E
The Singapore business comprises the
Residential, Retail and Commercial Properties
divisions, as well as two listed REITs,
namely Frasers Centrepoint Trust (FCT)
and Frasers Commercial Trust (FCOT). The
Residential Properties division focuses on
the development of residential properties for
sale. The Retail and Commercial Properties
division comprises retail, office, business
space and mixed-use developments.
Revenue and PBIT for the Singapore
business were $859 million and $408
million, a decrease of 9.2% and 4.7%,
respectively from the previous year. These
were largely attributable to the lump sum
profit contribution of $63 million from Twin
Fountains Executive Condominium (EC), in
FY2016. Revenue from the sale of a Holland
Park Bungalow and higher profit recognition
from North Park Residences in the current
financial year moderated the decline.
Revenue and PBIT from Retail and
Commercial increased by 2.4% and 17.1% to
$432 million and $350 million, respectively,
underpinned by our proactive asset
management and leasing strategies.
In March 2017, the government eased
some of the property cooling measures by
reducing the Seller’s Stamp Duty and relaxing
the rules on Total Debt Servicing Ratio. These
changes helped to lift the residential market
with sales achieving a high of 8,702 units in
new private homes (excluding ECs) in the first
nine months of 2017. This is 50% more than
the same period in 2016. URA also reported
the first increase in the private residential
Property Price Index in the third quarter of
2017, after 14 straight quarters of declines
since the fourth quarter of 2013.
In the retail market, the Group’s well-located
suburban malls continue to remain resilient
amidst the headwinds even as tenants are
challenged by the impact of eCommerce,
lower domestic and tourist spend, as well as
increasing business costs.
In the commercial market, leasing activities
remained healthy in the first half of 2017.
Overall, there are indications that the
office market is turning positive on the
back of stronger economic fundamentals
and generally more optimistic market
sentiment. Many commercial tenants took
the opportunity to secure spaces in newer
developments at attractive rents, given the
lumpy supply in the last two years, resulting
in healthy pre-commitment levels in new
developments. Rental growth is expected to
be modest over the near term as the market
absorbs remaining space from new supply
over the last two years.
We remain active in seeking out sites to
replenish our land bank. In December 2017,
we successfully bid for a 99-year leasehold
mixed commercial and residential site at
Jiak Kim Street, the former site of popular
nightspot, Zouk. The prime site, prominently
located on the Singapore River bank, will
yield approximately 554 residential units.
On the Retail and Commercial business
front, the quality recurring income they bring
continue to provide earnings stability.
FY2017
REVENUE FOR
SINGAPORE
BUSINESS
$859
million
FY2017
PBIT
$408
million
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
33
Artist’s Impression of North Park Residences, Singapore
BUSINESS
REVIEW
n n n RESIDENTIAL PROPERTIES
In April 2017, we launched Seaside Residences, which
has an attractive sea-fronting location in the East Coast.
The development comprises 843 units, including two
commercial shops. It is in close proximity to Changi
Airport and the city, and within walking distance of
the upcoming Siglap MRT station and the popular East
Coast beach. The development is uniquely designed
with two pairs of 27-storey towers linked by lush sky
terraces and unblocked city and sea views.
We achieved good residential sales of over 900 units in
FY2017. Our RiverTrees Residences and eCO projects
were fully sold, while North Park Residences, Seaside
Residences and Parc Life are approximately 93%, 60%
and 42% sold, respectively.
During the year, eCO, RiverTrees Residences and
Watertown received their Temporary Occupation
Permits. North Park Residences and Parc Life are
on schedule for completion in 2018 while Seaside
Residences is expected to be completed in 2021. The
Waterfront Collection, comprising Waterfront Waves,
Waterfront Key, Waterfront Gold and Waterfront Isle,
won the World Prix D’Excellence Awards 2017 under the
Residential (mid-rise) category, and is a testament to
the quality of our products. As at 30 September 2017,
we had approximately $0.9 billion of unrecognised
residential development revenue.
DEVELOPMENT PROJECTS
Project
Soleil @ Sinaran
QBay Residences
eCO
Watertown
RiverTrees
Residences
North Park
Residences
Parc Life EC
Seaside Residences
Effective
interest as at
30 Sep 17 (%)
No. of
units
% Sold at
30 Sep 17
% Completion
at 30 Sep 17
Ave. selling
price ($ psf) at
30 Sep 17
Est. saleable
area
(’M sq ft)
Land cost
($ psf)
Target
completion
date
100.0
33.3
33.3
33.3
417
632
750
992
99.8
99.8
100.0
99.9
100.0
100.0
100.0
100.0
1,446
1,031
1,260
1,170
40.0
496
100.0
100.0
1,076
100.0
80.0
40.0
920
628
843
92.7
42.0
59.8
59.0
91.7
10.1
1,320
777
1,715
0.5
0.6
0.7
0.8
0.5
0.7
0.7
0.7
510
418
534
482
Completed
Completed
Completed
Completed
533
Completed
600
320
858
4QFY18
2QFY18
2QFY21
34
Artist’s impression of Seaside Residences, SingaporeANNUAL REPORT 2017 Artist’s impression of Parc Life EC, Singapore BUSINESS
REVIEW
n n n RETAIL PROPERTIES
We manage a portfolio of 12 retail properties totalling a
net lettable area (NLA) of 2.4 million sq ft in Singapore.
Northpoint City1 is set to be the largest mall in Northern
Singapore when it progressively opens at the end of
2017. With a combined NLA of over 500,000 sq ft,
Northpoint City will have over 400 retailers, providing
surrounding residents and customers with community-
centric lifestyle, retail, and F&B offerings. The mega
development will feature the first Community Club in
Singapore to be located within a shopping mall, a public
library, and a town plaza the size of 10 basketball courts.
Our average occupancy for the Retail portfolio was
above 90% despite the current challenging retail market.
Our suburban malls continue to enjoy healthy occupancy
and achieved positive rental reversion of 4.0%. Waterway
Point, our waterfront retail mall in Punggol, continues to
trade well, at almost full occupancy in its second year of
operation.
FRASERS CENTREPOINT TRUST
FCT registered its eleventh consecutive year of
distribution per unit (DPU) growth since its listing. DPU
for FY2017 rose 1.2% year-on-year to 11.90 cents.
Gross revenue for FY2017 was $181.6 million, a decrease
of $2.2 million or 1.2% over the corresponding period
last year. This was mainly due to loss of revenue from
planned vacancies at Northpoint City North Wing in
conjunction with its on-going asset enhancement
works. Property expenses for FY2017 was $52.0 million,
a decrease of $1.9 million or 3.6% from the corresponding
period last year. The decrease was largely due to lower
utility tariffs and other property expenses. Net property
income was $129.6 million, which was $0.3 million or
0.2% 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 showed an average
increase of 5.1% over expiring leases. FCT completed
the acquisition of the retail podium of Yishun 10 Cinema
Complex for $37.75 million on 16 November 2016.
Average portfolio occupancy was 92.0% as at
30 September 2017.
1 Northpoint City is the enlarged mall integrating the existing Northpoint Shopping Centre (as the North Wing) and the newly developed mall
(as the South Wing).
36
ANNUAL REPORT 2017 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
37
Northpoint City, SingaporeChangi City Point, SingaporeYewTee Point, Singapore BUSINESS
REVIEW
n n n COMMERCIAL PROPERTIES
Our commercial property portfolio comprises 10 office
and business space properties with a total NLA of
4.3 million sq ft. In Singapore, we have interests in seven
commercial spaces and another three office spaces in
Australia held by FCOT.
Frasers Tower, our upcoming iconic Grade A office in
Cecil Street, will be a prime addition to Singapore’s
central business district (CBD) when it is completed in
the first half of 2018. Catering to companies that value
thoughtfully designed space, Frasers Tower will feature
four community zones in addition to quality office
units. The Park, The Terrace, The Sky and The Oasis are
community zones designed to encourage interaction
and collaboration among the tower occupants. The
development was Building Construction Authority (BCA)
Green Mark Platinum-certified in March 2017 for its
environment-friendly features, reflecting the Group’s
conscientious effort to strive towards a sustainable built
environment for every asset that we develop.
We embarked on two major asset enhancement initiatives
in FY2017 for properties held by FCOT. The first was
the $45-million enhancement and repositioning plan to
turn Alexandra Technopark into a vibrant, engaging and
stimulating business campus. Works commenced in the first
quarter of 2017 and are expected to be completed in mid-
2018. The second was the plan to upgrade and rejuvenate
the retail podium of China Square Central located at 18
Cross Street, of which Provisional Permission has been
obtained in September 2017 from the Urban Redevelopment
Authority. Estimated to cost $38 million, construction works
are expected to start in the first quarter of 2018 and be
completed around mid-20191. The enhancement of the
retail podium, together with the introduction of a new Capri
by Fraser hotel2 in the development in 2019, will complete
the overall revamp of China Square Central3 and bring about
greater vibrancy, market competitiveness and long-term
income potential for the asset.
Average occupancy for our Singapore office assets was
80.7%4 and we achieved positive rental reversions of 2.7%
for FY2017.
1
2
3
4
Based on provisional
scheme and may be subject
to change
Refer to FCOT’s Circular to
Unitholders dated 3 June
2015 for further details
The asset enhancement for
the office tower at 18 Cross
Street and the rejuvenation
of Nankin Mall were
completed in 2013
In respect of Alexandra
Technopark held by FCOT,
Hewlett-Packard Enterprise
Singapore Pte Ltd and
Hewlett-Packard Singapore
Pte Ltd have indicated
non-renewal of a portion of
their leases. Refer to FCOT
Annual Report 2017 for
further details
38
Artist’s impression of Frasers Tower, SingaporeANNUAL REPORT 2017 FRASERS COMMERCIAL TRUST
FCOT delivered a stable set of results for FY2017.
Full-year distributable income of $78.6 million was the
highest since listing in 2006, while distribution per unit
remained stable at 9.82 cents due to the increase in
number of units in issue from a year ago.
rents at 357 Collins Street, coupled with the effects of a
stronger Australian dollar. NPI on a cash basis, excluding
the effects of recognising accounting income on a
straight-line basis over the term of the leases, increased
by 1.0% year-on-year to $114.9 million in FY2017.
FY2017 gross revenue of $156.6 million was in line
with FY2016, while net property income (NPI) dipped
slightly by 1.6% year-on-year to $113.8 million, mainly
due to the higher repair and maintenance expenses for
Caroline Chisholm Centre and lower occupancy rates at
Alexandra Technopark, China Square Central and Central
Park. This was not withstanding a higher NPI from the
Australian properties which increased 2.5% year-on-
year mainly as a result of higher occupancy and passing
As at 30 September 2017, FCOT’s property portfolio
achieved a healthy average committed occupancy rate
of 85.9%5, and the weighted average lease term to expiry
was 3.4 years. In addition, a positive weighted-average
rental reversion of 1.9%6 was reported in respect of
approximately 253,900 sq ft of new and renewed leases
(equivalent to 9.7% of portfolio net lettable area) that
commenced during FY2017.
5 Adjusted for, among others, space committed by an entity of Rio Tinto Limited on a new 12-year lease commencing in FY2018 and leases
constituting 6.8% portfolio gross rental income (GRI) which were not renewed by Hewlett-Packard Enterprise Singapore Pte Ltd upon lease
expirations on 30 September 2017 and 30 November 2017 (refer to FCOT’s announcement dated 22 September 2017 for further details).
On 3 November 2017, FCOT announced that premises constituting a further 1.5% of portfolio GRI would not be renewed by Hewlett-
Packard Singapore Pte Ltd upon lease expiration on 30 November 2017
Income-weighted average reversion rate for new/renewal leases that commenced in FY2017. Reversions are calculated by comparing the
initial rent for a new lease versus the rent at expiry of the previous lease, excluding lease incentives and turnover rents, if any
6
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
39
Central Park, Perth, AustraliaChina Square Central, Singapore BUSINESS
REVIEW
COMMERCIAL PORTFOLIO
Properties
SINGAPORE: REIT (Frasers Centrepoint Trust)
Anchorpoint
Bedok Point
Causeway Point
Northpoint City North Wing1
YewTee Point
Changi City Point
SINGAPORE: Non-REIT retail
Robertson Walk
The Centrepoint
Valley Point (Retail)
Eastpoint Mall
Waterway Point
Northpoint City South Wing
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 Park2
Australia, Melbourne - 357 Collins Street
SINGAPORE: Non-REIT office
Alexandra Point
Valley Point Office Tower
51 Cuppage Road
Frasers Tower
Total OFFICE
Total COMMERCIAL PROPERTIES
Effective
interest as at
30 Sep 17
(%)
Book value at
30 Sep 17
($’M)
Net lettable
area
(sq ft)
Occupancy
FY17 (%)
FY16 (%)
41.7
41.7
41.7
41.7
41.7
41.7
100.0
100.0
100.0
0.0
33.3
100.0
26.8
26.8
26.8
26.8
13.4
26.8
100.0
100.0
100.0
100.0
104.6
105.0
1,190.0
772.51
178.0
318.0
131.0
561.0
57.0
NA3
1,148.0
1,162.0
70,989
82,713
415,626
228,5841
73,670
207,239
95,594
337,0215
43,324
207,806
371,801
290,8316
2,425,198
96.2
85.2
99.5
81.61
95.7
88.5
85.6
88.6
89.6
93.9
99.9
NA8
96.7
95.0
99.8
70.913
98.7
81.1
91.2
79.1
100.0
94.1
95.7
NA8
139.0
508.04
565.0
71,796
1,043,891
369,824
90.09
76.210,13
79.89,11
92.0
94.8
88.914
265.9
579.6
303.1
433,182
711,246
343,616
100.0
88.912
100.0
100.0
80.2
100.0
278.0
289.0
416.0
1,416.0
199,505
183,139
273,588
686,1407
4,315,927
6,741,125
95.8
79.4
86.5
NA8
86.2
84.0
84.4
NA8
Includes Yishun 10 Retail Podium which was acquired on 16 November 2016
¹
² FCOT has 50% indirect interest in the asset
³ Managed Asset
4 Book value as reported by FCOT. The Group adjusted the book value to reflect its freehold interest in the property
5 NLA reflects FCL’s strata area. It excludes leased area from MCST
6 NLA subject to change
7 Currently under development. NLA subject to change
8 Under development
9 Committed occupancy as at 30 September 2017
10 Adjusted to reflect 17.1% which was not renewed by Hewlett-Packard Enterprise Pte Ltd upon lease expirations on 30 September 2017 and
30 November 2017. Actual occupancy as at 30 September 2017 was 90.8%. A further 3.6% was not renewed by Hewlett-Packard Singapore
Pte Ltd upon lease expiration on 30 November 2017
11 Planned vacancies for certain units affected by the construction works for the Hotel and Commercial Project. Affected units are mainly retail
units at 18 Cross Street and certain units at the shophouses at 20 and 22 Cross Street
12 Adjusted for the space committed by an entity of Rio Tinto Limited on a new 12-year lease from FY2018 to FY2030, among others. Actual
occupancy as at 30 September 2017 was 69.6%
13 Undergoing asset enhancement
14 Committed occupancy as at 30 September 2016. Planned vacancies for certain units affected by the construction works for the Hotel and
Commercial Project. Affected units are mainly retail units at 18 Cross Street and certain units at the shophouses at 20 and 22 Cross Street
Ed.Square, Edmondson Park, New South Wales, Australia
AUSTRALIA
Ed.Square, Edmondson Park, New South Wales, Australia A U S T R A L I A
Frasers Property Australia (FPA) is one of
Australia’s leading diversified property
groups with a presence in all major markets,
operating across the residential, industrial,
commercial and retail sectors. FY2017
is the third full year of trading for the
consolidated Australian business. FY2017
was characterised by the acquisition of
several major Residential projects, continued
leasing success across our Commercial
& Industrial portfolio, strong investment
property performance, further growth of the
Retail business and FPA’s strategic exit from
the New Zealand market.
Revenue and PBIT for the Australia business
increased by 13% and 33% to $1,642 million
and $290 million, respectively. The increase
was largely driven by completions and
settlements of residential projects –
Hamilton project in Brisbane, Queensland,
Clemton Park, Discovery Point, Fairwater
and Connor at Central Park projects in
Sydney, New South Wales, as well as
Parkville project in Melbourne, Victoria.
The sale and settlement of two student
accommodation components at Central
Park further contributed to the results.
BUSINESS
REVIEW
FY2017
REVENUE FOR
AUSTRALIA
BUSINESS
$1,642
million
FY2017
PBIT
$290
million
42
Connor, Central Park, Sydney, New South Wales, Australia ANNUAL REPORT 2017 n n n RESIDENTIAL PROPERTIES
Residential property continues to perform strongly in
Australia, despite the fundamentals differing across
major markets. Sales activity in Sydney remains positive
although evidence of easing demand has begun to
emerge. In Melbourne, demand is robust, especially
for vacant land lots in growth areas while demand in
Brisbane remains steady. The Perth market remains
subdued in all sectors. The investor market faces
headwinds with increased taxes on foreign purchasers,
tighter bank lending policies and higher interest rates.
These factors are contributing to slowing demand
especially in Sydney where house price escalation has
begun to trend down.
The Residential division released over 1,650 units for sale
in FY2017 and sold 2,234 units. The division completed
and settled 2,540 units in FY2017 and, at 30 September
2017, reported $2.2 billion in unrecognised revenue.
Visibility of future earnings remains high moving into
FY2018. Two student accommodation buildings at
Sydney’s Central Park were sold.
FY2017 was notable for several major acquisitions
and new project appointments. In October 2016, FPA
exchanged contracts to acquire a 115-ha mixed-use
site in Wyndham Vale, Victoria, with the capacity to
deliver 1,170 units and generate an estimated gross
development value (GDV) of $308 million. The site also
has planning for a 25,000 sq m town centre.
In August 2017, the New South Wales Government
announced FPA as the lead developer in conjunction
with Citta Property Group and Mission Australia Housing
for the $2.163 billion masterplanned re-development
of the Ivanhoe Estate in Macquarie Park, Sydney. The
project comprises approximately 2,260 private dwellings,
128 affordable housing dwellings and at least 950 social
housing dwellings, plus a vertical high school, residential
aged care facility, childcare centres and a retail hub.
FPA was also selected as the preferred proponent to
commence negotiations with Penrith City Council for
the development of approximately 1,600 units near
the Penrith CBD in Sydney. Major projects nearing
completion include Discovery Point and Putney Hill
in Sydney, with the final stage of 22 homes recently
released at Putney Hill. Elsewhere in Sydney, FPA’s
Clemton Park Village development reached completion
in FY2017.
Yungaba in Queensland is also drawing to a close
with the release in FY2017 of The Residences, which
comprises 10 landmark homes in a carefully restored
130-year-old heritage building. Six of these unique
dwellings remain to be sold.
In New Zealand, FPA reached practical completion of
the Coast Papamoa Beach project in Tauranga and sold
land holdings in Queenstown for NZ$3.6 million. This
marked our strategic exit from the New Zealand market
despite still having a few land lots on Papamoa.
At the close of FY2017, the Residential division has
a secured development pipeline of 17,450 units,
representing a GDV of $9.3 billion.
Port Coogee, North Coogee, Western Australia, Australia, BUSINESS
REVIEW
RESIDENTIAL - DEVELOPMENT PROJECTS
Site1
Cockburn Central (Cockburn Living, Kingston
Stage 4) - H/MD, WA
Cockburn Central (Cockburn Living, Vicinity
Stage 1) - H/MD, WA
Cockburn Central (Cockburn Living, Kingston
Stage 3) - H/MD, WA
Cockburn Central (Cockburn Living, Vicinity
Retail) - H/MD, WA
Cockburn Central (Cockburn Living, Kingston
Retail) - H/MD, WA
Kangaroo Point (Yungaba, Affinity) - HD, QLD
Hamilton (Hamilton Reach, Newport) -
H/MD, QLD
Parkville (Parkside Parkville, Thrive) - H/MD, VIC
Hamilton (Hamilton Reach, Atria North) -
H/MD, QLD
Wolli Creek (Discovery Point) - Retail, NSW
Kangaroo Point (Yungaba House/Other) -
HD, QLD
East Perth (Queens Riverside, QIII) - HD, WA
East Perth (Queens Riverside, QII) - HD, WA
East Perth (Queens Riverside, Lily) - HD, WA
Carlton (APT) - H/MD, VIC
Parkville (Parkside Parkville, Flourish) -
H/MD, VIC
Ryde (Putney Hill Stage 2, Canopy) -
H/MD, NSW
Botany (Tailor’s Walk, Building E) - H/MD, NSW
Kangaroo Point (Yungaba, Linc) - HD, QLD
Coorparoo (Coorparoo Square, Central Tower)
- H/MD, QLD
Coorparoo (Coorparoo Square, North Tower) -
H/MD, QLD
Coorparoo (Coorparoo Square, Retail & Mgt
Rights) - H/MD, QLD
Coorparoo (Coorparoo Square, South Tower) -
H/MD, QLD
Cranbourne West (Casiana Grove) - L3, VIC
North Ryde (Centrale, Stage 1) - H/MD, NSW
Botany (Tailor’s Walk, Building D) - H/MD, NSW
North Ryde (Centrale, Stage 2) - H/MD, NSW
Papamoa (Coast Papamoa Beach) - L3, NZ
Ryde (Putney Hill Stage 2, Peak) - H/MD, NSW
Botany (Tailor’s Walk, Building B) - H/MD, NSW
Chippendale (Central Park, Duo) - HD, NSW
Wolli Creek (Discovery Point, Marq) - HD, NSW
44
Est.
total no.
of units2
% Sold at
30 Sep 17
Target
completion
date
Ave.
selling
price ($’M)
Est. saleable
area
(’M sq ft)
Total
GDV
($’M)
Effective
interest
as at
30 Sep 17
(%)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
100.0
100.0
100.0
100.0
100.0
100.0
65.0
60
96
38
10
8
44
34
134
81
16
18
267
107
125
143
91.7 Completed
0.5
63.5 Completed
0.5
94.7 Completed
0.5
90.0 Completed
0.7
62.5 Completed
93.2 Completed
94.1 Completed
98.5 Completed
85.2 Completed
75.0 Completed
44.4 Completed
90.3 Completed
72.0 Completed
29.6 Completed
91.6 Completed
0.6
0.7
1.4
0.5
0.7
1.0
2.3
0.8
0.7
0.6
0.5
50.0
81
90.1 Completed
0.5
100.0
PDA
100.0
131
59
45
98.5 Completed
100.0 Completed
97.8 Completed
0.9
0.9
0.6
50.0
96
100.0
1Q FY18
0.5
50.0
155
96.1
1Q FY18
0.6
50.0
4
100.0
1Q FY18
14.7
50.0
100.0
50.0
PDA
50.0
75.0
100.0
PDA
50.0
100.0
115
729
197
173
186
316
174
185
313
231
99.1
100.0
97.0
97.7
97.3
94.3
96.0
48.6
82.1
96.1
1Q FY18
2Q FY18
2Q FY18
2Q FY18
2Q FY18
3Q FY18
3Q FY18
3Q FY18
4Q FY18
4Q FY18
0.6
0.2
0.8
1.0
0.9
0.4
1.1
0.9
1.2
0.9
0.1
0.1
0.0
0.0
0.0
0.0
0.0
0.0
0.1
NA
NA
0.2
0.1
0.1
0.1
0.1
0.1
0.0
0.0
0.1
0.1
0.0
0.1
NA
0.1
0.2
0.1
NA
0.2
0.2
0.2
0.2
30.1
43.8
18.2
6.7
4.9
30.3
46.5
72.4
53.5
16.1
40.7
210.2
72.2
78.4
75.2
44.0
120.8
52.7
24.9
52.2
91.6
58.7
67.0
166.2
160.8
164.5
158.3
121.5
185.5
170.7
383.3
196.6
ANNUAL REPORT 2017 Est.
total no.
of units2
% Sold at
30 Sep 17
Target
completion
date
Ave.
selling
price ($’M)
Est. saleable
area
(’M sq ft)
Total
GDV
($’M)
RESIDENTIAL - DEVELOPMENT PROJECTS (Cont’d)
Site1
Parkville (Parkside Parkville, Prosper) -
H/MD, VIC
North Coogee (Port Coogee JV1) - L3, WA
Sunbury (Sunbury Fields) - L3, VIC
Park Ridge (The Rise) - L3, QLD
Chippendale (Central Park, Wonderland) -
HD, NSW
Chippendale (Central Park, Hotel) - HD, NSW
Greenvale (Greenvale Gardens) - L3, VIC
Ryde (Putney Hill Stage 2, Absolute) -
H/MD, NSW
Hamilton (Hamilton Reach, Riverlight East) -
H/MD, VIC
Hamilton (Hamilton Reach, Riverlight North) -
H/MD, VIC
Wolli Creek (Discovery Point, Icon) - HD, NSW
Avondale Heights (Avondale) - H, VIC
Carlton (Found) - H/MD, VIC
Lidcombe (The Gallery) - H/MD, NSW
Westmeadows (Valley Park) - H/MD, VIC
Chippendale (Central Park) - Retail, NSW
North Coogee (Seaspray Island) - L3, WA
Hope Island (Cova) – H/MD, QLD
Carlton (Encompass) - H/MD, VIC
Parkville (Parkside Parkville, Embrace) -
H/MD, VIC
Blacktown (Fairwater) - H/MD, NSW
Point Cook (Life, Point Cook) - L3, VIC
Mandurah (Frasers Landing) - L3, WA
Baldivis (Baldivis Grove) - L3, WA
Bahrs Scrub (Brookhaven) - L3, QLD
Clyde North (Berwick Waters) - L3, VIC
Yanchep (Jindowie) - L3, WA
Shell Cove (The Waterfront) - L3, NSW
Baldivis (Baldivis Parks) - L3, WA
North Coogee (Port Coogee) - L3, WA
Wallan (Wallara Waters) - L3, VIC
Effective
interest
as at
30 Sep 17
(%)
50.0
50.0
PDA
100.0
100.0
100.0
100.0
172
357
391
379
294
1
626
94.8
98.3
94.1
89.7
86.4
100.0
98.1
4Q FY18
4Q FY18
4Q FY18
4Q FY18
1Q FY19
1Q FY19
1Q FY19
0.6
0.6
0.3
0.2
1.2
4.1
0.3
100.0
22
90.9
1Q FY19
3.0
100.0
155
67.1
1Q FY19
0.6
100.0
100.0
PDA
65.0
100.0
PDA
100.0
50.0
100.0
65.0
50.0
100.0
50.0
75.0
100.0
100.0
50.0 / PDA
Mgt
rights
PDA
50.0
100.0
50.0
85
234
135
69
241
211
6
19
545
114
136
959
547
624
368
1,551
2,109
1,158
2,917
1,037
691
1,946
29.4
82.1
100.0
79.7
85.1
82.9
16.7
84.2
69.9
6.1
34.6
45.6
64.7
26.1
23.4
10.5
52.0
29.2
73.9
25.5
4.1
28.1
1Q FY19
1Q FY19
2Q FY19
2Q FY19
3Q FY19
3Q FY19
3Q FY19
4Q FY19
4Q FY19
1Q FY20
2Q FY20
3Q FY20
3Q FY20
2022
2022
2024
2024
2025
2025
2026
2026
2026
0.6
0.9
0.7
0.6
0.7
0.5
1.6
1.5
0.4
0.7
0.6
0.8
0.4
0.2
0.2
0.2
0.4
0.2
0.4
0.1
0.9
0.2
0.1
NA
NA
NA
0.2
0.0
NA
0.2
0.1
0.1
0.2
NA
0.1
NA
NA
0.0
NA
NA
0.1
0.1
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
97.5
228.3
98.8
70.9
353.2
4.1
172.8
65.8
97.6
52.4
206.2
96.6
43.9
180.3
99.1
9.7
29.4
244.0
74.1
81.9
735.7
205.0
116.6
75.5
353.2
785.2
275.9
1,050.6
75.5
624.4
355.9
Note:
• Profit is recognised on completion basis except for Land which is on unconditional exchange. All references to units include apartments,
houses and land lots
• Most of the NA is related to land projects but also includes housing / medium density
1
2
3
L – Land, H/MD – Housing / Medium density, HD – High density
Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and Project development agreement (PDA)
There are a number of land lots; profit is recognised when land lots are sold. Target completion date is the target date for the sale of the
last land lot
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
45
BUSINESS
REVIEW
46
Hamilton Reach, Brisbane, Queensland, AustraliaThe Steps, Central Park, Sydney, New South Wales, AustraliaClemton Park Village, Campsie, New South Wales, AustraliaANNUAL REPORT 2017 RESIDENTIAL – LAND BANK
Site1
Macquarie Park - HD, NSW
Edmondson Park - H/MD, NSW
Burwood East (Burwood Brickworks) - H/MD, VIC
Wyndham Vale - L, VIC
Hamilton (Hamilton Reach) - H/MD, QLD
Deebing Heights - L, QLD
Cockburn Central (Cockburn Living) - H/MD, WA
Parkville (Parkside Parkville) - H/MD, VIC
Greenwood - H/MD, WA
North Coogee (Port Coogee) - L, WA
Wolli Creek (Discovery Point) - HD, NSW
Warriewood - L, NSW
Ryde (Putney Hill Stage 2) - H/MD, NSW
Botany (Tailor’s Walk) - H/MD, NSW
Effective
interest as at
30 Sep 17
(%)
Est.
total
no. of units2
Est. total
saleable area
(‘M sq ft)
PDA
100.0
100.0
100.0
100.0
100.0
100.0
50.0
PDA
50.0
100.0
100.0
100.0
PDA
2,268
1,810
713
1,170
290
966
346
291
138
1
1
1
1
1
1.9
1.7
0.9
NA
0.7
NA
0.3
0.2
0.1
0.0
0.2
0.0
0.0
0.0
Total GDV
($’M)
2,140.9
1,447.2
497.3
305.1
299.5
194.3
169.9
154.0
68.9
32.2
30.1
9.0
2.8
1.0
Note:
• All references to units include apartments, houses and land lots
• NA relates to land projects
¹
²
L – Land, H/MD – Housing / Medium density, HD – High density
Includes 100% of joint arrangements [(Joint operation-JO and Joint venture-JV) and Project development agreement (PDA)]
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
47
Artist’s impression of Hamilton Reach, Queensland, Australia Artist’s impression of Putney Hill, Ryde, New South Wales, Australia
BUSINESS
REVIEW
n n n INVESTMENT PROPERTIES
Following last year’s successful Initial Public Offering
(IPO) of Frasers Logistics & Industrial Trust (FLT), initially
comprising 51 industrial and logistics properties, the
Investment Property division continues to provide
property management services to FLT. In FY2017,
172,193 sq m of new leases and lease renewals have
been executed.
In FY2017, several major industrial leases were secured,
including Silk Contract Logistics, which has committed
to a 20,337-sq-m food storage and distribution facility
at West Park Industrial Estate in Melbourne for six years,
and Ecolab1, which has taken 10,078 sq m in the same
estate on a 10-year lease.
In the office sector, several key Government leases were
struck in FPA’s office holdings in the Central train station
precinct in Sydney’s CBD. At 20 Lee Street, the New
South Wales Government renewed its 9,112-sq-m lease
for a further five years. At the adjacent 26 Lee Street,
FPA secured the Department of Immigration and Border
Protection for a 10-year lease extension covering
10,478 sq m. The Department of Foreign Affairs and
Trade renewed within the same building for a further
five-year term for 1,834 sq m.
FPA remains committed to delivering asset enhancement
initiatives across key assets in the portfolio to maximise
value and occupancy levels. At 2 Southbank Boulevard
in Melbourne, the division is investing $30 million to
reposition and enhance the ground floor plane and
several office floors, focused on taking advantage of
strong office fundamentals to re-lease 23,000 sq m.
Currently 3,700 sq m have been leased with a further
9,192 sq m under heads of agreement to lease.
Also in Melbourne, FPA continues to work with FCOT
to improve operational efficiencies and manage lease
expiries at 357 Collins Street, which was divested to
FCOT in 2015.
1 Property was subsequently acquired by FLT in August 2017
48
FPA’s investment portfolio is currently valued at
$1.2 billion, comprising $0.4 billion in industrial assets
and $0.8 billion in office assets. Occupancy (by income)
is 89.6% with a portfolio weighted average lease expiry
(WALE) of 4.8 years (by income) which are improvements
on the prior year.
The Australian commercial office market continues
to demonstrate attractive fundamentals with falling
vacancy, lower incentives and effective rental growth
leading to strong levels of investor demand. Prime grade
office yields in Sydney and Melbourne remain in the 5%
to 5.75% range, while rental growth is also evident in
secondary and fringe CBD stock.
357 Collins Street, Melbourne, Victoria, AustraliaANNUAL REPORT 2017 INVESTMENT PROPERTY ASSETS
Property Address
INDUSTRI A L
10 Butu Wargun Drive, Greystanes
8 Stanton Road, Seven Hills
2 Wonderland Drive, Eastern Creek
227 Walters Road, Arndell Park
Lot 1, 2 Burilda Close, Wetheril Park
18 Muir Street, Chullora
4 Burlida Close, Wetheril Park
3 Burlida Close, Wetheril Park
44 Cambridge Street, Rocklea
Lot 101 Wayne Goss Drive, Berrinba
Lot 102 Wayne Goss Drive, Berrinba
23 Scanlon Drive, Epping
1 West Park Drive, Derrimut
64 West Park Drive, Derrimut
57 Efficient Drive
8 Hudson Court, Keysborough
Total INDUSTRIAL
O FF ICE
20 Lee Street, Henry Deane Building, Sydney
26-30 Lee Street, Gateway Building, Sydney
1B Homebush Bay Drive, Rhodes
1F Homebush Bay Drive, Rhodes
1D Homebush Bay Drive, Rhodes
1E Homebush Bay Drive, Rhodes
2 Southbank Boulevard, Southbank
Freshwater Place, Public Car Park, Southbank
Total OFFICE
Total INVESTMENT PROPERTIES
1 Asset was sold to FLT
2 New asset
State
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
QLD
QLD
QLD
VIC
VIC
VIC
VIC
VIC
NSW
NSW
NSW
NSW
NSW
NSW
VIC
VIC
Effective
interest as at
30 Sep 17
(%)
Book value
as at
30 Sep 17
($‘M)
100.0
NA1
100.0
100.0
NA1
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
100.0
Lettable
area
(sq ft)
276,686
NA1
312,659
190,876
NA1
986,943
202,039
214,632
117,617
166,206
209,380
133,053
108,479
218,906
245,848
277,300
40.9
NA1
44.1
29.8
NA1
51.1
29.5
30.8
18.1
22.4
29.2
11.7
10.0
21.8
22.9
35.4
397.7
3,660,624
73.5
129.3
74.5
113.0
123.4
11.2
249.9
16.5
98,078
135,641
137,768
189,923
185,548
14,456
590,973
127,251
791.3
1,189.0
1,479,638
5,140,262
Occupancy
FY17 (%)
FY16 (%)
100.0
NA1
100.0
100.0
NA1
100.0
100.0
100.0
100.0
32.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
97.2
100.0
100.0
58.3
100.0
100.0
100.0
100.0
100.0
41.5
NA2
NA2
NA2
100.0
NA2
NA2
100.0
0.0
0.0
0.0
NA2
100.0
100.0
100.0
93.7
100.0
100.0
98.5
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
49
Rhodes Corporate Park, Rhodes, New South Wales, Australia, BUSINESS
REVIEW
FRASERS LOGISTICS & INDUSTRIAL TRUST
For the period from FLT’s listing on 20 June 2016 to
30 September 2017, FLT delivered distributable income
of A$127.9 million and DPU was 8.85 Singapore cents,
6.2% and 6.1% above the IPO forecast1, respectively.
The FLT portfolio continued to perform well, with
portfolio occupancy increasing to 99.4% as at
30 September 2017 (from 98.3% at IPO), supported by
a WALE of 6.75 years and minimal lease expiries of just
2.5% (by gross rental income) for FY2018. The REIT
manager’s efforts to proactively engage tenants well
before the expiry of leases also enabled FLT to renew
and sign on new tenants for 172,193 sq m or 13.1% of its
total portfolio gross leasable area (GLA) in the financial
period2. Tenant retention for the period was also high
at 94.4%. During the financial period, FLT acquired 10
quality industrial properties from FPA for A$296.8 million.
As at 30 September 2017, FLT’s portfolio was valued at
approximately A$1.91 billion.
1
2
Please refer to Note 1 in Paragraph 9 of FLT’s Financial
Statements Announcement dated 2 November 2017 for details
on the forecast figures for the financial period from 30 November
2015 (the date of constitution of FLT) to 30 September 2017
Includes the Beaulieu Facility (which achieved practical
completion on 13 October 2017) and excludes the two
development properties in FLT’s portfolio.
8 Stanton Road, Seven Hills, New South Wales, AustraliaLot 1, 2 Burilda Close, Wetherill Park, New South Wales, Australia INDUSTRIAL PROPERTY ASSETS
Property
8 Stanton Road, Seven Hills
Lot 1, 2 Burilda Close, Wetherill Park
4-8 Kangaroo Avenue, Eastern Creek
17 Kangaroo Avenue, Eastern Creek
21 Kangaroo Avenue, Eastern Creek
7 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
1 Burilda Close, Wetherill Park
11 Gibbon Road, Winston Hills
55-59 Boundary Road, Carole Park
57-71 Platinum Street, Crestmead
166 Pearson Road, Yatala1
51 Stradbroke Street, Heathwood
30 Flint Street, Inala
143 Pearson Road, Yatala
286 Queensport Road, North Murarrie
350 Earnshaw Road, Northgate
99 Sandstone Place, Parkinson
99 Shettleston Street, Rocklea
10 Siltstone Place, Berrinba
5 Butler Boulevard, Adelaide Airport
20-22 Butler Boulevard, Adelaide Airport
18-20 Butler Boulevard, Adelaide Airport
Lot 102 Coghlan Road, Outer Harbor
18-34 Aylesbury Drive, Altona
610-638 Heatherton Road, Clayton South
21-33 South Park Drive, Dandenong South
89-103 South Park Drive, Dandenong South
43 Efficient Drive, Truganina
16-32 South Park Drive, Dandenong South
22-26 Bam Wine Court, Dandenong South
63-79 South Park Drive, Dandenong South
98-126 South Park Drive, Dandenong South
1-13 and 15-27 Sunline Drive, Truganina
468 Boundary Road, Derrimut
2-22 Efficient Drive, Truganina
49-75 Pacific Drive, Keysborough
17 Pacific Drive & 170-172 Atlantic Drive,
Keysborough
78 & 88 Atlantic Drive, Keysborough
State
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
NSW
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
SA
SA
SA
SA
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
Effective
interest as at
30 Sep 17
(%)
Book value
as at
30 Sep 17
(A$‘M)
Lettable area
(sq ft)
Occupancy
FY17 (%)
FY16 (%)
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
16.7
23.2
76.1
42.3
66.5
29.3
33.4
39.0
24.5
24.3
13.0
19.2
64.5
63.5
41.5
16.3
33.3
34.0
24.0
25.2
37.3
37.3
55.0
243.0
22.8
13.7
8.8
10.5
8.0
6.4
24.3
18.0
24.5
13.0
25.5
14.0
23.0
15.3
35.0
30.0
25.0
44.0
30.0
36.3
16.8
115,260
154,279
436,401
248,775
445,636
173,019
206,861
242,306
975,866
132,600
76,047
115,949
659,623
202,878
178,950
142,622
207,733
249,916
160,554
162,013
329,569
231,758
331,302
583,888
163,461
105,454
88,527
120,523
75,255
71,317
231,349
90,277
237,947
112,214
248,517
137,014
189,509
150,296
302,057
281,508
266,207
412,634
270,852
322,960
145,259
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
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
NA2
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
100.0
100.0
NA2
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
NA2
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
51
BUSINESS
REVIEW
INDUSTRIAL PROPERTY ASSETS (Cont’d)
Property
150-168 Atlantic Drive, Keysborough
77 Atlantic Drive, Keysborough
111 Indian Drive, Keysborough
1 Doriemus Drive, Truganina
211A Wellington Road, Mulgrave
2-46 Douglas Street, Port Melbourne
25-29 Jets Court, Melbourne Airport
17-23 Jets Court, Melbourne Airport
28-32 Sky Road East, Melbourne Airport
38-52 Sky Road East, Melbourne Airport
96-106 Link Road, Melbourne Airport
115-121 South Centre Road, Melbourne
Airport
42 Sunline Drive, Truganina
29 Indian Drive, Keysborough
17 Hudson Court, Keysborough
60 Paltridge Road, Perth Airport
Effective
interest as at
30 Sep 17
(%)
Book value
as at
30 Sep 17
(A$‘M)
Lettable area
(sq ft)
Occupancy
FY17 (%)
FY16 (%)
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
19.9
36.0
19.3
33.2
85.0
38.8
22.6
11.1
8.2
9.4
27.5
26.3
4.7
16.8
18.8
9.6
17.0
293,553
162,481
233,146
802,406
77,231
234,685
167,314
106,229
130,092
497,626
200,198
33,207
157,540
NA3
NA3
216,817
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
NA3
NA3
52.6
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
NA3
NA3
52.6
State
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
VIC
WA
Total
1,911.6
14,099,467
1 Achieved Practical Completion on 13 October 2017
² Acquired from FPA after 30 September 2016
³ Under construction as at 30 September 2017
52
8 Distribution Place, Seven Hills, New South Wales, Australia42 Sunline Drive, Truganina, Victoria, AustraliaANNUAL REPORT 2017
n n n COMMERCIAL & INDUSTRIAL
PROPERTIES
FPA’s Commercial & Industrial (C&I) division delivered
nine facilities in FY2017, comprising three facilities sold
externally to third-party owner occupiers with a GDV of
$98 million and six facilities retained on balance sheet
with an investment value of $183 million.
In Sydney, FPA secured several high-profile tenants to fully
commit the 6 Star Green Star Horsley Drive Business Park.
Nick Scali entered a 10-year lease for a 12,700-sq-m facility;
Fantastic Furniture and Steinhoff Asia Pacific leased an
18,914-sq-m facility and Vivin Imports signed a seven-year
lease for a purpose-built 26,055-sq-m office, showroom
and warehouse facility.
At the Keysborough Industrial Estate in Melbourne, a
16,033-sq-m facility was completed and sold to ARB
with GDV of $20.8 million, and a 25,586-sq-m pre-
lease and speculative facility reached completion with
commitments to DANA Australia, Licensing Essentials
and Pinnacle Diversity. The development has an
investment value of $35.4 million.
In Queensland, the Yatala Central Estate performed
strongly with key commitments secured for Beaulieu
Australia1 for 23,133 sq m and OJI Fibre Solutions for
24,486 sq m. In addition, the National Tiles facility
in South West 1 Industrial Estate in Berrinba reached
completion. The 13,161-sq-m facility is part of a dual
tenancy with Paccar Australia and has an investment
value of $32.2 million.
1 Property was subsequently acquired by FLT in August 2017
45-ha of land was traded through FY2017 and the
national land bank now totals 90-ha excluding
conditional sites. Acquisitions were a key focus of
FY2017, notable acquisitions included a 4.7-ha suburban
office site in Melbourne’s south-eastern suburbs
adjacent to the recently completed Mazda/BMW
office complex in Wellington Road. 4.5-ha in Berrinba,
Brisbane, and a further 20.9-ha of industrial land were
acquired at Braeside in Victoria. These land parcels will
be converted to earnings in the near term.
The C&I division’s capital recycling plan continues to
focus on selective asset sales and small lot sales in core
markets with deep buyer demand. FPA sold eight major
industrial assets it developed on the eastern seaboard,
including one call option property, to FLT for
A$228 million. This transaction continues to add scale to
FLT on accretive terms.
The committed forward workload for the C&I division
as at September 2017 is 228,000 sq m. Three projects
with a GDV of approximately $102 million are to be
sold to FLT; three projects with a GDV of approximately
$72 million are to be sold externally to third parties;
and six projects with an investment value on delivery of
approximately $305 million are to be retained.
In the industrial market, significant infrastructure works
and state planning frameworks have supported both
tenant and investor demand for prime assets across
Sydney, Melbourne and Brisbane. Prime grade asset
yields in Sydney and Melbourne continue to stabilise in
the 5.5% to 6.5% range.
Horsley Drive Business Park, Wetherill Park, New South Wales, Australia
BUSINESS
REVIEW
COMMERCIAL & INDUSTRIAL – DEVELOPMENT PROJECTS
Site
D EV ELOP ME NT FOR INTERNA L P I P E L I N E
Truganina (CEVA - Alliance), VIC
Truganina (National Tiles & Spec), VIC
Eastern Creek (Rhino & Spec), NSW
Horsley Park (Vivin), NSW
Keysborough (Spec 6 - Silvan), VIC
Chullora (PFD), NSW
D EV ELOP ME NT FO R THI RD PA R T Y SAL E
Yatala (OJI)2, QLD
Derrimut (Primewest)2, VIC
Keysborough (Stanley Black & Decker)3, VIC
Yatala (Beaulieu Carpets)3, QLD
Keysborough (CH2)3, VIC
Yatala (Schutz Australia), QLD
Effective interest
as at 30 Sep 17 (%)
Revenue to go
(%)
Target
completion date
Total GDV
($’M)
100.0
100.0
100.0
PDA1
100.0
100.0
100.0
100.0
NA3
NA3
NA3
100.0
100.0
100.0
100.0
100.0
100.0
8.0
38.0
52.0
62.0
68.0
100.0
100.0
1Q FY18
1Q FY18
3Q FY18
3Q FY18
3Q FY18
3Q FY18
1Q FY18
1Q FY18
1Q FY18
1Q FY18
3Q FY18
3Q FY18
43.7
34.3
49.8
41.1
43.0
90.2
33.1
25.4
33.0
36.1
31.7
12.9
Note:
• Profit on sold sites is recognised on percentage of completion basis
1
2
3
PDA: Project development agreement
Sold site
Sold to FLT
COMMERCIAL & INDUSTRIAL – LAND BANK
Effective interest
as at 30 Sep 17 (%)
50.0
50.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
50.0
Type
Office
Office
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Est. total saleable area
(‘M sq ft)
Total GDV
($’M)
0.2
0.5
2.3
1.6
2.2
0.7
0.9
0.8
0.2
0.2
0.2
420.9
227.9
113.6
111.8
71.1
64.4
43.9
37.1
21.1
12.0
2.8
Site
Macquarie Park, NSW
Mulgrave, VIC
Braeside, VIC
Yatala, QLD
Truganina, VIC
Eastern Creek, NSW
Keysborough, VIC
Berrinba, QLD
Richlands, QLD
Eastern Creek, NSW
Gillman, SA
54
ANNUAL REPORT 2017
n n n RETAIL PROPERTIES
In the Australian retail sector, non-discretionary
categories continue to outperform discretionary retail
expenditure.
FPA’s Retail division focuses on non-discretionary retail
incorporating food and entertainment uses, to create
bespoke neighbourhood shopping centres tailored to
the local catchment in undersupplied markets.
In Brisbane, FPA is preparing to launch the Coorparoo
Square shopping centre in November 2017. The centre
will be anchored by a Dendy Cinema complex and ALDI
supermarket, and is currently over 80% leased. FPA
acquired the joint-venture partner’s share of Coorparoo
Square shopping centre, to consolidate 100% ownership
of the centre and to contribute to passive earnings in the
medium to long term.
In FY2017, the division was awarded the exclusive
development management rights from the Western
Sydney Parklands Trust to deliver a major new retail centre
of up to 50,000 sq m on a 15.8-ha site in Eastern Creek.
The new centre, located in a key growth area of western
Sydney, will be delivered in four stages over five years.
Clemton Park Shopping Village in Sydney’s inner west,
which was completed in FY2017, opened in March 2017
and was sold on a fund-through arrangement.
The current Retail development pipeline has a GDV of
$0.7 billion.
The Retail division is working closely
with the Residential division to
progress neighbourhood centres
integrated with new residential
communities in Wyndham Vale and
Burwood in Victoria, and at Shell
Cove and Edmondson Square in
New South Wales.
At Burwood Brickworks, FPA is
aiming to create the first retail
centre in the world to achieve Living
Building Challenge certification, the
world’s most rigorous sustainable
development standard.
RETAIL – COMPLETED PROPERTY
Site
Central Park (Retail), 28 Broadway,
Chippendale, NSW
RETAIL – LAND BANK
Site
Edmondson Park, NSW
Horsley Park (WSPT Retail), NSW
Wyndham Vale, VIC
Burwood East (Burwood Brickworks), VIC
1
PDA: Project development agreement
Effective interest
as at 30 Sep 17
(%)
Est. total
saleable area
(‘M sq ft)
Total GDV
($’M)
50.0
0.1
144.3
Occupancy
FY17
(%)
96.0
FY16
(%)
74.0
Effective interest
as at 30 Sep 17 (%)
100.0
PDA1
100.0
100.0
Type
Retail
Retail
Retail
Retail
Est. total
saleable area (‘M sq ft)
Total GDV
($’M)
0.3
1.7
0.4
0.3
231.9
175.5
166.3
125.5
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
55
Artist’s impression of Burwood Brickworks Shopping Centre, Victoria, Australia
HOSPITALITY
Capri by Fraser, Brisbane, Australia BUSINESS
REVIEW
H O S P I T A 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, Australia and Africa. Its business
portfolio consists of serviced residences and
hotels held by FHT as well as our non-REIT
hospitality assets.
Revenue from Frasers Hospitality rose
$18 million year-on-year to $807 million.
The boost in revenue was mainly attributable
to FHT’s addition of Novotel Melbourne on
Collins (NMOC), Australia and the opening of
Capri by Fraser, Berlin, Germany.
Frasers Hospitality’s PBIT increased by
$19 million year-on-year, reaching
$154 million. The growth in PBIT was in part
due to the additional contributions from
NMOC and Maritim Dresden, Germany
as well as realised mark-to-market gains
on cross currency swaps. The increase
was partially offset by realised exchange
losses in foreign currency loan and lower
contributions from the UK portfolio due to
depreciation of the Sterling Pound.
Although Singapore’s hotel market has seen
a continued downturn in performance in
FY2017 due to an increase in supply, the
pressure is expected to ease in the coming year
as supply growth is expected to slow down.
Over in Australia, Sydney’s strong
performance is expected to continue,
with underlying strong corporate demand
and a busy events calendar. Melbourne’s
hotel occupancy growth is predicted to
remain subdued as new supply continues to
penetrate the market. Nonetheless, the market
outlook is positive with both occupancy and
rate expected to remain stable.
China achieved a strong 6.9% growth in the
first half of 2017, and this growth trend is
expected to continue. With the relaxation
of visa policies and various One Belt One
Road activities, growth in inbound tourism is
expected to continue.
In Europe, tourism in the UK has been
boosted by the recovery of the global
economy and the weaker Sterling Pound.
While these factors are expected to continue
to bode well for the hotel industry in the
near future, the uncertainties arising from
Brexit remain and could put a dampener
on consumers’ discretionary spending. The
hotel markets in Europe are expected to
benefit from the recovery of the various
European economies, but the political unrest
surrounding Catalunya’s independence
referendum may inhibit growth prospects
in Spain.
NON-REIT AND MANAGEMENT BUSINESS
During the financial year, Frasers Hospitality
commenced extensive renovations for
Fraser Suites Hamburg, Germany on the site
of Hamburg’s former 110-year-old heritage
tax office, in the heart of the country’s
second largest city, as well as Fraser Suites
Akasaka in Tokyo, Japan. At the same time,
Hotel du Vin Stratford-Upon-Avon, and
Hotel du Vin Bristol, Clifton Village, UK also
began renovation works. Other properties
under development include Fraser Suites
Dalian, China; and Capri by Fraser, China
Place, Singapore.
FY2017
REVENUE FOR
HOSPITALITY
BUSINESS
$807
million
FY2017
PBIT
$154
million
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
57
Hotel du Vin Bristol, Clifton Village, UK BUSINESS
REVIEW
In total, nine properties were added to the portfolio
through management contracts and Memoranda of
Understanding (MOUs), four of which are in new cities -
Yangon, Myanmar; Phnom Penh, Cambodia; Kuwait; and
Leipzig, Germany.
Frasers Hospitality launched seven properties this financial
year, extending our footprint into the African continent for
the first time with the opening of Fraser Suites Abuja. The
opening of the 396-unit Fraser Suites West Bay Doha, our
second property in the city, further strengthened Frasers
Hospitality’s presence in the Middle East.
Capri by Fraser, Berlin, Germany – the brand’s third
property in Europe – opened in May on the back of the
recent openings of Capri by Fraser, Frankfurt, Germany
and Capri by Fraser, Barcelona, Spain.
Capri by Fraser was also launched in China with the
opening of Capri by Fraser, Shenzhen, a 184-unit
property featuring the city’s first rooftop infinity pool. Two
other properties were also launched in China - Modena
by Fraser Changsha and Fraser Place Binhai Tianjin,
located in a different district from Fraser Place Tianjin in
the vast and dynamic second tier city that is a mere half-
an-hour train-ride from the capital, Beijing.
North Park Place, a 105-unit property located in
Bangkok’s premier Rajpruek Golf Course, also opened in
January 2017.
In Australia, Fraser Suites Sydney celebrated its
10th anniversary while Modena by Fraser Bangkok,
Thailand and Fraser Place Setiabudi, Indonesia both
commemorated their first anniversaries respectively.
As part of the Frasers Hospitality brand’s direct strategy,
Fraser World, Frasers Hospitality’s loyalty programme was
relaunched in September. Fraser World members will
now be able to redeem points for complimentary stays,
early check-ins and late check-outs, or redeem lifestyle
e-shopping vouchers. The new Fraser World also allows
for easier points accumulation and points qualification
for different membership tiers.
58
Capri by Fraser, Berlin, GermanyRooftop infinity pool at Capri by Fraser, Shenzhen, ChinaANNUAL REPORT 2017 n n n SERVICED RESIDENCES –PROPERTIES IN OPERATION
OWNED PROPERTIES
Country
Property
Australia
Fraser Suites Perth
China
Indonesia
Fraser Place Melbourne
Capri by Fraser, Brisbane
Fraser Suites Beijing
Fraser Residence Sudirman
Jakarta
UK
Fraser Suites Kensington
Philippines
Fraser Place Manila
Spain
Capri by Fraser, Barcelona
Singapore
Germany
Capri by Fraser, Changi City
Fraser Place Robertson
Walk, Singapore
Capri by Fraser, Frankfurt
Capri by Fraser, Berlin
Effective
interest at
30 Sep 17 No. of
units
(%)
Occupancy
Average daily rate
FY17 (%)
FY16 (%)
FY17
FY16
Book value at
30 Sep 17
(‘M)
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
236
112
239
357
108
70
89
97
313
164
153
143
88.4
87.5
82.6
85.7
85.9
81.6
68.2
87.9
85.4
83.9
73.0
83.9
86.8
88.0
74.8
84.6
84.8
75.8
79.0
83.0
83.2
84.1
70.5
NA1
A$266.9
A$153.9
A$199.3
A$295.9
A$145.8
A$205.5
A$113.3
A$31.0
A$90.8
RMB818.1 RMB839.3 RMB1,215.0
US$121.9
US$132.6
US$34.3
£257.5
£272.8
£115.0
PHP6,349.3 PHP6,914.7 PHP1,655.8
€138.1
€119.3
$241.30
$258.90
$331.70
€143.60
€92.40
$339.8
€135.2
NA
€20.8
$203.8
$214.0
€34.6
€36.2
Total no. of rooms owned
2,081
1 New property which commenced operation in FY17
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
59
Rooftop infinity pool at Capri by Fraser, Shenzhen, ChinaFraser Suites West Bay Doha, Qatar
BUSINESS
REVIEW
MANAGED PROPERTIES
Country
Bahrain
China
France
Hungary
Indonesia
India
Japan
UK
Malaysia
Nigeria
Qatar
Singapore
South Korea
Switzerland
Thailand
Turkey
UAE
Vietnam
Property
No. of units
FY17 (%)
FY16 (%)
Occupancy
Fraser Suites Seef, Bahrain
Fraser Suites Diplomatic Area Bahrain
Fraser Place Shekou, Shenzhen
Fraser Residence Shanghai
Fraser Suites Top Glory, Shanghai
Fraser Suites Nanjing
Modena by Fraser Shanghai Putuo
Fraser Suites Chengdu
Fraser Suites Guangzhou
Modena by Fraser Wuxi New District
Modena by Fraser Zhuankou Wuhan
Fraser Place Tianjin
Fraser Place Binhai Tianjin
Modena by Fraser Changsha
Capri by Fraser, Shenzhen
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 Abuja
Fraser Suites Doha
Fraser Suites West Bay Doha
Fraser Residence Orchard
Fraser Place Central, Seoul
Fraser Place Namdaemum
Fraser Suites Geneva
Fraser Suites Sukhumvit, Bangkok
Modena by Fraser Bangkok
North Park Place
Fraser Place Anthill Istanbul
Fraser Place Antasya Istanbul
Fraser Suites Dubai
Fraser Suites Hanoi
Capri by Fraser, Ho Chi Minh City
90
114
232
324
187
210
348
360
332
120
172
192
224
353
184
134
114
51
128
151
92
114
18
26
12
14
22
289
240
337
126
138
396
72
271
252
67
163
239
105
116
80
268
185
175
69.3
61.3
93.9
88.3
86.7
85.5
84.0
73.3
82.1
85.2
75.4
89.3
7.1
36.8
29.2
68.4
76.7
94.4
87.0
71.7
67.5
80.4
78.0
89.2
89.0
89.2
89.6
63.7
76.7
64.2
34.0
61.8
72.6
59.4
84.1
78.2
78.5
70.9
47.0
23.3
73.3
90.0
69.4
94.0
73.4
73.5
60.9
92.8
87.8
79.4
82.7
80.4
60.7
88.9
73.2
69.8
46.5
NA1
NA2
NA2
39.1
70.5
94.8
74.0
48.2
68.7
77.3
78.3
83.1
78.7
81.5
83.7
64.0
75.2
57.9
NA2
62.9
NA2
73.6
79.1
76.6
65.5
84.0
7.7
NA2
60.6
55.7
61.4
88.2
74.8
Total no. of rooms (under management)
7,837
¹ New property which commenced operation in September 2017
² New property which commenced operation during the financial year
60
ANNUAL REPORT 2017
PROPERTIES PENDING/UNDER DEVELOPMENT
Country
Property
Germany
Fraser Suites Hamburg
China
Fraser Suites Dalian
Singapore
Capri by Fraser, China Place
UK
Hotel du Vin Aberdeen
Hotel du Vin Stratford-upon-Avon
Total no. of units
Effective
interest as at
30 Sep 17
(%)
100.0
100.0
100.0
100.0
100.0
Est.
no. of units
Book value
(‘M)
Target
opening
€49.62
Nov 2018
RMB481.31
Feb 2018
$192.92
Apr 2019
£3.92
£32
2022
Feb 2018
147
259
306
144
46
902
Total acquisition cost. Recorded as RMB372.8M in prepaid land and development costs as at 30 Sep 17
¹
² Total book value of the project as at 30 Sep 17
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
61
Fraser Suites Hamburg, GermanyModena by Fraser, Bangkok, Thailand
BUSINESS
REVIEW
MHDV GROUP OF HOTELS
Country
Property
Effective
interest as at
30 Sep 17
(%)
No of
units
Occupancy
FY17 (%)
FY16 (%)
Average daily rate
FY16
FY17
Book value
at
30 Sep 17
(‘M)
£0.31
£7.3
£0.81
£0.81
£14.8
£10.6
£14.1
£13.7
£97.1
£104.4
£96.7
£72.1
£102.1
£89.8
£92.6
£89.3
£96.9
£96.3
£93.4
£73.4
£93.0
£92.9
£92.6
£83.1
£173.5
£164.9
£2.81
£102.4
£104.8
£93.9
£170.7
£108.6
£107.6
£115.1
£107.0
£145.7
£133.4
£172.5
£114.6
£139.5
£128.8
£109.5
£130.8
£93.3
£117.1
£148.7
£125.2
£137.2
£136.8
£107.1
£95.1
£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
£1.61
£1.21
£0.21
£13.1
£0.0
£11.7
£10.1
£18.4
£12.4
£15.2
£9.0
£12.2
£11.6
£7.3
£9.4
£4.7
£4.1
£6.4
£9.1
£18.2
£8.0
£10.2
£12.4
70.4
91.3
88.4
80.3
84.4
82.6
81.3
79.7
86.8
88.1
88.1
89.9
77.4
72.5
77.0
86.3
86.1
88.1
86.7
86.0
87.3
83.1
84.0
83.3
80.8
81.6
79.4
77.9
84.9
84.5
80.1
59.1
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
77.5
83.9
81.7
80.2
83.8
80.6
£107.8
£109.1
£10.6
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Malmaison Aberdeen
Master leased
Malmaison Belfast
Malmaison Birmingham
Malmaison Dundee
Malmaison Edinburgh
Malmaison Glasgow
Malmaison Leeds
Malmaison Liverpool
100.0
Master leased
Master leased
100.0
100.0
100.0
100.0
Malmaison London
(Formerly known as London
Charterhouse)
Malmaison Manchester
Malmaison Newcastle
Malmaison Oxford
Malmaison Reading
Master leased
Master leased
Master leased
Master leased
100.0
Malmaison Brighton
Master leased
Malmaison Cheltenham
Hotel du Vin Birmingham
Hotel du Vin Brighton
Hotel du Vin Bristol
Hotel du Vin Cambridge
Hotel du Vin Cheltenham
Hotel du Vin Edinburgh
Hotel du Vin Glasgow
Hotel du Vin Harrogate
Hotel du Vin Henley
Hotel du Vin Newcastle
Hotel du Vin Poole
Hotel du Vin St Andrews
Hotel du Vin Tunbridge Wells
Hotel du Vin Wimbledon
Hotel du Vin Winchester
Hotel du Vin York
Hotel du Vin Avon Gorge
Bristol
Hotel du Vin Exeter
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
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
Total no. of rooms (owned and leased)
2,352
1 Net book value of fittings & fixtures
62
ANNUAL REPORT 2017
Hotel du Vin Wimbledon, UKHotel du Vin Cambridge, UKMalmaison Edinburgh,UK BUSINESS
REVIEW
FRASERS HOSPITALITY TRUST
For FY2017, FHT’s gross revenue and net property
income increased by 28.4% and 15.3% year-on-year
to $158.7 million and $120.2 million respectively, lifted
by the addition of Novotel Melbourne on Collins
and Maritim Hotel Dresden which was acquired in
June 2016. Coupled with the better overall portfolio
performance, FHT’s distribution income consequently
improved by 10.0% year-on-year to $93.5 million. Its
distribution per stapled security was 5.05 cents, down
3.5% year-on-year due to an enlarged stapled security
base following its rights issue.
In October 2016, FHT completed the acquisition of the
380-room Novotel Melbourne on Collins for a purchase
consideration of A$237.0 million. The acquisition was
wholly funded through its 32-for-100 rights issue which
was oversubscribed at 141.3%. The addition of the
Melbourne hotel has enabled FHT to further diversify
its earnings base across geographies, particularly in key
gateway cities with strong, growing hospitality markets.
As at 30 September 2017, FHT had a portfolio of 15
quality hotels and serviced residences that are in
prime locations of key cities across Asia, Australia and
Europe. Its total portfolio value was $2.44 billion, up
18.5% compared to last year. The healthy growth was
attributed to the addition of Novotel Melbourne on
Collins as well as higher valuations (in local currencies)
achieved across its portfolio in Australia, the UK,
Japan, Malaysia and Germany, save for Singapore
which remained unchanged over the financial period.
Excluding Novotel Melbourne on Collins, FHT’s portfolio
value grew by 5.5% year-on-year, reflecting the quality
of the assets in its portfolio.
HELD THROUGH FRASERS HOSPITALITY TRUST
Country
Property
Singapore
InterContinental Singapore2
Fraser Suites Singapore3
Kuala Lumpur
The Westin Kuala Lumpur2
Kobe
Sydney
ANA Crowne Plaza Kobe2
Fraser Suites Sydney3
Novotel Rockford Darling Harbour2
Sofitel Sydney Wentworth2
Melbourne
Novotel Melbourne on Collins2
Glasgow
Fraser Suites Glasgow3
Edinburgh
Fraser Suites Edinburgh3
London
Fraser Suites Queens Gate London3
Best Western Cromwell London2
Park International London2
Fraser Place Canary Wharf London3
Germany
Maritim Dresden
Total no. of rooms owned
FCL’s effective
interest as at
30 Sep 17 (%)
No. of units
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
22.6
406
255
443
593
201
230
436
380
98
75
105
85
171
108
328
3,914
Book value at
30 Sep 171
(‘M)
$535.0
$305.0
RM430.0
¥15,700.0
A$128.5
A$104.8
A$307.7
A$251.3
£10.0
£14.6
£58.5
£17.9
£41.1
£39.8
€ 61.2
1 Book value as reported by FHT
2 As the Group consolidates FHT and the operating entities, these properties are reclassified as property, plant and equipment and are stated
at cost less accumulated depreciation and any impairment
3 As the Group consolidates FHT, the carrying values of these properties have been adjusted to reflect the Group’s freehold interest in the
properties
64
ANNUAL REPORT 2017
Fraser Suites Queens Gate, London, UKThe Westin Kuala Lumpur, Malaysia INTERNATIONAL
BUSINESS
Artist’s impression of One Bangkok,Bangkok, Thailand BUSINESS
REVIEW
Our International Business comprises FCL’s
investments in China, Europe including the
UK, Vietnam and Thailand. Revenue and
PBIT for International Business increased
by 183% and 48% to $717 million and $274
million, respectively. Excluding the share
of associates’ fair value changes, PBIT
increased by 33% to $248 million.
C H I N A
In China, we have built over 9,000 homes
so far with three projects still under
development.
For FY2017, revenue and PBIT increased
by 261% to $347 million and by 31% to
$154 million, respectively. The strong profit
contributions came mainly from sales
settlements at Phase 3C1 of Baitang One in
Suzhou. Over in Shanghai, sales settlements
at Gemdale MegaCity Phases 3A and 3B also
contributed to the results.
A total of 611 units were sold while 1,648
units were completed and settled during
the financial year. Baitang One saw sales
of 33 units while 52 office and 9 retail
units were sold at the Chengdu Logistics
Hub. Meanwhile, Gemdale MegaCity sold
517 residential units and 12 retail units.
Handovers for Phases 3B and Phase
3A were carried out in May 2017 and
September 2017 respectively.
Looking ahead, we have a landbank
of about 2,200 units remaining. The
residential market continues to be
challenging in Suzhou and Shanghai due to
property price cooling measures. However,
many Chinese cities will potentially
benefit from China’s One Belt One Road
initiative through further development
and enhancement of their business
environments, transportation system
and infrastructure. This will lead to new
opportunities in real estate development
and investment in these cities.
FY2017
REVENUE FOR
INTERNATIONAL
BUSINESS
$717
million
FY2017
PBIT
$274
million
Baitang One, Suzhou, China BUSINESS
REVIEW
DEVELOPMENT PROJECTS
Projects
Location
Effective
interest as at
30 Sep 17
(%)
No. of
units
% Sold at
30 Sep 17
% Completion
at 30 Sep 17
Ave. selling
price
(RMB psf)
Est. saleable
area
(‘M sq ft)
Land cost1
(RMB psf)
Target
completion
date
Chengdu
Chengdu
Suzhou
Baitang One (P1B)
Suzhou
Baitang One (P2A)
Suzhou
Baitang One (P2B)
Baitang One (P3A)
Suzhou
Baitang One (P3C1) Suzhou
Chengdu Logistics
Hub (P2)
Chengdu Logistics
Hub (P4)
Gemdale MegaCity
(P2A)2
Gemdale MegaCity
(P2B)2
Gemdale MegaCity
(P3C)2
Gemdale MegaCity
(P3A)2
Gemdale MegaCity
(P3B)2
Baitang One (P3B)
Gemdale MegaCity
(P4F)2
Shanghai
Shanghai
Shanghai
Suzhou
Shanghai
Shanghai
Shanghai
100.0
100.0
100.0
100.0
100.0
542
538
360
706
706
100.0
99.8
98.9
99.9
100.0
100.0
100.0
100.0
100.0
100.0
80.0
163
84.0
100.0
80.0
358
20.9
100.0
1,265
1,125
1,437
1,310
1,836
803
669
45.2
1,065
99.8
100.0
1,579
45.2
1,134
99.9
100.0
1,790
45.2
1,446
99.9
100.0
2,161
45.2
278
100.0
100.0
3,482
45.2
100.0
575
380
99.5
15.0
100.0
89.2
2,469
3,329
45.2
536
89.6
81.0
4,155
0.7
0.8
0.8
0.8
0.8
0.7
1.8
1.5
1.2
1.4
0.3
0.6
0.6
0.7
236
238
237
237
238
26
32
Completed
Completed
Completed
Completed
Completed
Completed
Completed
148
Completed
159
Completed
146
Completed
151
Completed
147
238
191
Completed
1QFY18
4QFY18
INDUSTRIAL PORTFOLIO
Properties
China, Chengdu - Chengdu Logistics Park phase 1
ambient warehouse (classified as held for sale)
Effective
interest as at
30 Sep 17
(%)
Book value at
30 Sep 17
($’M)
Net lettable
area
(sq ft)
Occupancy
FY17 (%)
FY16 (%)
80.0
41.3
507,468
100.0
100.0
LAND BANK
Sites
Baitang One (3C2)
Gemdale MegaCity (P4-6)2
Residential sub-total
Chengdu Logistic Park (P2A)
Commercial sub-total
TOTAL
¹ Land cost includes land use tax
² Gemdale MegaCity was accounted as an associate
68
Effective
interest as at
30 Sep 17
(%)
100.0
45.2
Location
Suzhou
Shanghai
Chengdu
80.0
Est. no. of
units
Est. saleable area
(‘M sq ft)
Land cost1
(RMB psf)
377
1,656
2,033
179
179
2,212
0.5
2.1
2.6
1.0
1.0
3.6
238
207
29
ANNUAL REPORT 2017 E U R O P E
In Europe, we have built more than 700 homes in the
UK to date. In our investment portfolio, we also have
business parks in the UK and logistics and light industrial
properties in the Netherlands and Germany.
On the commercial front, we are working with Sterling
Prize-winning international architects AHMM on
developing an iconic 300,000 sq ft office scheme on the
site of Central House in Aldgate East on the edge of the
City of London.
U N I T E D K I N G D O M
In the UK, revenue and PBIT increased to $341 million
and $45 million respectively, driven by the completions
and settlements at the Vauxhall Sky Gardens and
Camberwell Green projects.
n n n DEVELOPMENT PROPERTIES
During the year, we successfully completed two
developments delivering 338 units available for sale in
the UK. The successful completion and sale of 196 units
at Sky Gardens contributed significantly to achieving
profits before tax of over £22.8 million on total sales of
£135 million.
At Riverside Quarter, the final building, Nine Eastfields,
has been granted Planning Permission. Basement
car park works have commenced and are close to
completion. This striking signature building will comprise
a total of 172 apartments (54% shared ownership) over
14 floors, ground floor commercial space, and residents’
facilities including a lap pool and gym. When completed
in the first quarter of 2020, it will also finish the Thames
riverside walk around the estate. Sales of available
ground floor commercial space at Riverside Quarter is
also almost concluded. Seven Eastfields, completed in
late 2016, provided a further 51 apartments. The nine
residential buildings delivered so far at Riverside Quarter,
comprise over 500 apartments.
Camberwell on the Green in south-east London and
the award winning 35-storey Sky Gardens, a landmark
building in the Nine Elms, Vauxhall regeneration zone
were both completed in 2017.
The London new homes market continues to be slow,
affected by recent changes to Stamp Duty impacting
purchasers. The continuing Brexit uncertainty has
depressed both values and turnover, particularly for London.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
69
Vauxhall Sky Gardens, London, UK BUSINESS
REVIEW
RESIDENTIAL DEVELOPMENTS
Projects
Location
Effective
interest2 as at
30 Sep 17
(%)
No. of
units1
% Sold
at
30 Sep 17
%
completion
as at 30 Sep 17
Ave. selling
price
(£ psf)
Est.
saleablearea
(‘M sq ft)
Land
cost
(£ psf)
Target
completion
date
Five Riverside
Quarter
Seven Riverside
Quarter
London
80.0
149
86.0
100.0
949.0
London
80.0
87
59.0
100.0
1,013.0
Camberwell on the
Green
London
Vauxhall Sky Gardens London
80.0
80.0
101
237
53.0
100.0
100.0
100.0
745.0
923.0
0.1
0.1
0.1
0.2
150
Completed
68
Completed
51
62
Completed
Completed
LAND BANK
Site
Nine Riverside Quarter
Location
London
Central House (Commercial development) London
Effective
interest as at
30 Sep 17
(%)
80.02
100.0
Est. no. of
units1
172
NA
Est.
saleable area
(‘M sq ft)
0.2
0.2 to 0.33
Land cost
(£ psf)
73
211
Includes affordable units
1
2 On 2 October 2017, FCL acquired the joint-venture partner’s interests and increased the effective share to 100%
3 Subject to planning approval
70
Camberwell on the Green, London, UKANNUAL REPORT 2017 n n n INVESTMENT PROPERTIES
In September 2017, we entered into sale and purchase
agreements to acquire four business parks in the UK for
an aggregate purchase consideration of approximately
$1,215 million. The four business parks, Winnersh
Triangle in Reading, Chineham Park in Basingstoke,
Watchmoor Park in Camberley and Hillington Park in
Glasgow, comprise lettable area of 4.9 million sq ft
with more than 400 tenants, average occupancy of
86% and WALE of 5.7 years as at 30 September 2017. In
addition, there is potential for future development of
1.4 million sq ft of built area. The acquisition, completed
on 8 November 2017, enhances the Group’s overseas
presence and recurring income in the UK.
We also entered into a conditional sale and purchase
agreement to acquire Maxis, a 199,000-sq-ft business
park, in Bracknell. The deal is subject to a number of
conditions including meeting certain net operating yield
and occupancy thresholds.
Winnersh Triangle, Reading, UK BUSINESS
REVIEW
T H E N E T H E R L A N D S
G E R M A N Y
n n n INVESTMENT PROPERTIES
n n n INVESTMENT PROPERTIES
We acquired an 86.6% stake in Geneba Properties N.V.
(Geneba) from Catalyst RE Coöperatief U.A., the largest
shareholder of Geneba, for $495 million in July 2017.
Headquartered in Amsterdam, Geneba is a real estate
investment company which owns and manages a
portfolio of 25 logistics, light industrial and other assets in
the Netherlands and Germany as at 30 September 2017.
We further expanded our logistics and light industrial
portfolio in Europe in October 2017. Through our wholly
owned subsidiary, Frasers Property Investments (Europe)
B.V., we entered into a conditional sale and purchase
agreement to acquire a freehold industrial property in
Germany with a lettable area of 781,008 sq ft leased to a
leading German car manufacturer.
In August 2017, we launched a one-time all-cash offer
for all the remaining depositary receipts in Geneba at a
price of EUR 3.74 per depositary receipt and successfully
acquired 99.5% of Geneba as at 30 September 2017.
Subsequently, we have proceeded with the compulsory
acquisition of the remaining 0.5% stake in Geneba.
The transaction is expected to be completed by
December 2017.
The acquisition of Geneba is in line with the Group’s
strategy to hold a portfolio of high-quality logistics
and light industrial properties to create a platform with
immediate scale in Europe. This acquisition widens
our logistics and industrial footprint across multiple
geographies - Australia, Europe and Thailand - enabling
the Group to create a network effect and grow alongside
our customers.
72
Brede Steeg 1, s-Heerenberg, The NetherlandsJohann-Esche-Straße 2, Chemnitz, GermanyANNUAL REPORT 2017 INDUSTRIAL PROPERTY ASSETS
Property Address
Town
Country
Otto-Hahn-Straße 10
Vaihingen
Eiselauer Weg 2
Ulm
Saalhoffer Straße 211
Rheinberg
Koperstrasse 10
Nuremberg
Johann-Esche-Straße 2
Chemnitz
Am Krainhop 10
Elbestraße 1-3
Isenbuettel
Marl
Ambros-Nehren-Strasse 1
Achern
Am Exer 9
Leipzig
Mellinghofer Strasse 55
Mülheim
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Industriepark 309
Industriestraße 19
Gottmadingen Germany
Haßmersheim Germany
Am Autobahnkreuz 14
Rastede
Industriepark 1
Mamming
Gustav-Stresemann-Weg 1 Münster
Keffelker Straße 66
Brilon
Germany
Germany
Germany
Germany
Jubatus-Allee 3
Binnerheide 26
Brede Steeg 1
Ebermannsdorf Germany
Schwerte
Germany
s-Heerenberg
The Netherlands
Heierhoevenweg 17
Venlo
Belle van Zuylenstraat 5
Tilburg
Handelsweg 26
Wolfraamweg 2
Benthemplein 10
Energieweg 9
Total
Zeewolde
Wolvega
Rotterdam
Rotterdam
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
Effective
interest as at
30 Sep 17
(%)
Book value
as at
30 Sep 17
(€’M)
Net lettable
area
(sq ft)
Occupancy
FY17
(%)
FY16
(%)
93.5
94.4
94.4
93.5
94.4
94.3
94.4
93.5
94.4
94.4
92.9
94.4
94.4
94.4
94.4
94.4
99.5
94.4
99.5
99.5
99.5
99.5
99.5
99.5
99.5
49.5
42.8
28.3
18.6
17.3
16.7
13.8
13.7
12.8
75.5
44.7
28.6
18.6
15.7
14.7
10.3
7.3
3.7
65.8
25.9
14.8
39.4
9.4
19.7
9.4
470,990
263,987
343,985
231,383
194,322
167,795
181,169
132,440
124,184
1,319,574
521,053
337,936
123,688
152,773
139,501
143,721
101,063
57,910
912,852
351,356
195,054
556,531
187,487
81,645
33,368
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
92.9
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
617.0
7,325,767
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
93.1
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
NA1
NA1
100.0
100.0
100.0
1 Property acquired in 2017
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
73
Industriepark 309, Gottmadingen, Germany
BUSINESS
REVIEW
V I E T N A M
In FY2017, we completed the acquisition of a 70% stake
in G Homes House Development Joint Stock Company
to develop a residential-cum-commercial development
on a 1-ha prime site in District 2 of Ho Chi Minh City.
Branded Q2 Thao Dien, the project will offer panoramic
views of the Saigon River with amenities in the vicinity,
including numerous international schools and the
future An Phu Metro Station on the first Metro line in
Ho Chi Minh City. The sales launch for the 315-unit
residential tower is scheduled for the first quarter of
FY2018.
We also have a 75% interest in Me Linh Point,
a 21-storey retail/office building in District 1, the
Ho Chi Minh City’s CBD.
OFFICE PORTFOLIO
Property
Effective interest
as at 30 Sep 17
(%)
Book value as at
30 Sep 17
(US$’M)
Net lettable area
(sq ft)
Occupancy
FY17 (%)
FY16 (%)
Me Linh Point
75.0
40.7
188,250
100.0
98.7
LAND BANK
Site
Location
Effective interest
as at 30 Sep 17 (%)
Est. no.
of units
Est. saleable
area (‘M sq ft)
Land cost
(US$ psf)
Est. launch
ready date
Q2 Thao Dien
(Mixed-use development)
Ho Chi Minh City
70.0
315
0.5
217
1QFY18
74
Q2 Thao Dien, Ho Chi Minh City, VietnamANNUAL REPORT 2017 T H A I L A N D
In Thailand, the Group holds a 39.9% stake in Golden
Land Property Development Public Company Limited
(Golden Land) and 41.0% stake in TICON Industrial
Connection Public Company Limited (TICON). Both
companies are 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. Golden
Land also holds a stake of 22.6% in Golden Ventures
Leasehold Real Estate Investment Trust, which is an office
REIT listed on the Stock Exchange of Thailand with a
total lettable space of 99,495 sq m, and combined assets
under management of approximately THB10.6 billion
(approximately $393.3 million). As at 30 September 2017,
Golden Land reported revenue and net profit after tax of
THB12.1 billion and THB1.2 billion respectively.
TICON is one of the largest logistics and industrial real
estate developers in Thailand. It owns and manages
factories and warehouses for rent in 18 industrial estates
and 33 logistics locations throughout the country. The
total lettable space in its portfolio amounts to over
2.5 million sq m. TICON is also the manager/sponsor
of three listed property funds and a listed REIT in
Thailand, with combined assets under management of
approximately THB32.4 billion (approximately
$1.3 billion). TICON posted 9-month net profit of
THB246.7 million as at 30 September 2017. With its
strong balance sheet and gearing of 0.53x, it is well
positioned to tap the growing demand for logistics and
industrial assets in the region.
We also hold a 19.9% stake in a mixed-use development
project, called “One Bangkok”. Located in central
Bangkok at the intersection of Wireless Road, Rama
IV Road and Sathorn Road, the project is envisaged to
include a retail component, office towers, residences,
hotels and serviced apartments with an expected total
gross floor area of approximately 1.83 million sq m. The
Group serves as Development Manager of the project.
Our investments in Thailand are in line with the Group’s
strategy to grow income from overseas and recurring
sources.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
75
Q2 Thao Dien, Ho Chi Minh City, Vietnam Over the course of the year, FCL participated in 248
meetings with analysts and institutional investors to
facilitate understanding of our developments and growth
plans. In addition, we organised property tours for
analysts and institutional investors to visit our residential
and commercial properties in Sydney, as well as our
residential and commercial show suites in Singapore.
COMMITTED TO BEST PRACTICES IN INVESTOR
RELATIONS AND CORPORATE GOVERNANCE
This year, FCL was recognised for its outstanding efforts
in adhering to best practices in investor relations and
corporate governance. FCL won the Bronze award
for Best Investor Relations at the Singapore Corporate
Awards 2017, in the category for listed companies with
market capitalisation of $1 billion and above.
In addition, FCL was awarded 2nd place in the Best
Annual Report category of the IR Magazine Awards –
South East Asia 2017 in December. The recipients of the
IR Magazine Awards were determined by a judging panel
of experienced professionals from the industry.
Our award wins serve as strong motivation as we strive
towards further excellence in corporate governance and
investor relations.
For enquiries on Frasers Centrepoint Limited, please
contact:
Ms Gerry Wong
Head, Group Communications
Tel: (65) 6276 4882
Email: ir@fraserscentrepoint.com
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 teams regularly engage
these stakeholders through multiple platforms. These
include one-on-one meetings, results calls and briefings,
post-results luncheons, property tours, non-deal
roadshows (NDRs), and conferences. During the financial
year, the teams attended NDRs and conferences in Kuala
Lumpur, Bangkok, Hong Kong, London, Edinburgh,
Amsterdam, Sydney, and the USA. In addition, we
included property tours to help stakeholders better
understand the scale of our developments.
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 media 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.
All the materials related to FCL’s quarterly
announcements of our financial performance, as well
as webcasts of the FY2017 half-year and full-year
results presentations, are publicly available via FCL’s
corporate website (fraserscentrepoint.com). The website
serves as a resource centre from which the public
can access information about FCL. In addition to the
aforementioned resources, the website also contains
fact sheets about FCL, soft copies of our annual reports
since listing, and provides more insights into our
business and properties.
76
ANNUAL REPORT 2017 FCL’S CLOSING PRICE AND TRADING VOLUME IN FY2017
FCL SP Equity - Last Price
High on 09/05/17
Average
Low on 10/13/16
2.090
2.160
1.7499
1.470
FCL SP Equity - Last Price
High on 09/15/17
Average
Low on 11/07/16
0.460M
7.317M
0.387M
0.020M
2.200
2.100
2.000
1.900
1.800
1.700
1.600
1.500
8M
4M
0
Oct 16 Nov 16 Dec 16
Jan 17
Feb 17 Mar 17
Apr 17 May 17
Jun 17
Jul 17
Aug 17
Sep 17
BROKERAGES COVERING FCL (As of 30 September 2017)
• Bank of America-Merrill Lynch
• CIMB Research
• CLSA
• Daiwa Capital Markets
• DBS Bank
• HSBC
• JP Morgan
• Macquarie Securities Group
FY2017 INVESTOR RELATIONS CALENDAR
2016
2017
NOVEMBER
9
FY2016 results
briefing
17 Morgan Stanley
Fifteenth Annual Asia
Pacific Summit
JANUARY
4
DBS Pulse of Asia
Conference
FCL AGM
24
FEBRUARY
10
27
1QFY17 Earnings Call
Investor meetings in
Kuala Lumpur
MARCH
6-9
Investor meetings in
Europe
MAY
11
15
16
19
1HFY17 Results
Briefing
dbAccess Asia
Conference
SCB Asian Investor
Forum
Investor meetings in
Bangkok
JUNE
28-29 Investor meetings in
AUGUST
8
24
3QFY17 Earnings Call
Citi C-Suite
Singapore REITS &
Sponsors Corporate
Day
SEPTEMBER
12-13 BoAML 2017
Global Real Estate
Conference in New
York
Hong Kong
14-15 Investor meetings in
the USA
JULY
12
Investor meetings in
Australia
TREASURY
HIGHLIGHTS
The Group manages its financial structure prudently to
ensure that it will be able to access adequate financing
and capital at favourable terms. Our multi-national
businesses which operate across five asset classes –
residential, hospitality, retail, commercial, and industrial
and logistics properties, together with the asset
management of the three REITs listed on the SGX-ST,
Frasers Centrepoint Trust (FCT), Frasers Commercial
Trust (FCOT) and Frasers Logistics & Industrial Trust (FLT),
as well as the stapled trust listed on the SGX-ST, Frasers
Hospitality Trust (FHT) 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
Multicurrency Medium Term Notes (MTN) programmes.
In FY2017, FCL Treasury Pte Ltd (FCL Treasury) raised
$500 million 10-year bonds and $308 million perpetual
securities. The Group’s sponsored REITs as well as its
stapled trust also raised the following: $100 million
three-year bonds, $50 million four-year bonds and
$80 million five-year bonds (FCOT), $90 million three-
year bonds and $30 million five-year bonds (FCT), and
$120 million five-year bonds (FHT).
In FY2017, the Group improved its capital position (net
worth increased 10% to $13,049 million) and its cash
balance (increased 11% to $2,409 million). The capital
position was improved due to the issuance of perpetual
securities by FCL Treasury in 2017 and retained earnings
for the year. Net Group Borrowings had increased from
$7.6 billion to $9.2 billion mainly due to the acquisition
of a Netherlands subsidiary, Geneba Properties N.V.,
Thailand associates TICON and Golden Land and
development expenditure on investment properties. The
increased cash balance is due to cash collection from
the strong pipeline of pre-sold development projects in
Singapore, China, the UK and Australia, and stable cash
flow generated from investment properties.
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 2017, the Group had about
$2 billion in unutilised banking facilities that may be used
to meet the funding requirements of the Group.
The Group maintains an active relationship with a
network of more than 50 banks globally, located in
various countries where the Group operates. Our
principal bankers include Australia and New Zealand
Banking Group Limited, Bangkok Bank Public Company
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 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 has a $3
billion MTN (issued: $2,145 million) and new $5 billion
EMTN (issued: $808 million) programmes. The Group’s
sponsored REITs, FCT, FCOT and FLT, as well as its
stapled trust, FHT, each have their respective MTN
programmes: FCT: $1 billion MTN (issued: $360 million)
and $3 billion EMTN (issued: nil) FCOT: $1 billion MTN
(issued: $330 million) FLT: $1 billion EMTN (issued: nil)
and FHT: $1 billion EMTN (issued: $220 million).
78
ANNUAL REPORT 2017 DEBT MATURITY PROFILE – FCL GROUP WITH FCT, FCOT, FLT AND FHT ($’M)
1,572
2,764
2,581
1,468
2,270
973
< 1 yr
1 to 2 yrs
2 to 3 yrs 3 to 4 yrs 4 to 5 yrs
> 5 yrs
INTEREST RATE PROFILE AND DERIVATIVES
The Group manages its interest cost by maintaining a
prudent mix of fixed and floating rate borrowings. On
a portfolio basis, 67% 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 2017. 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 of interest rate derivatives.
The Group’s total interest rate derivatives and the mark-
to-market values as at 30 September 2017 are disclosed
in the financial statements 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 2017, this
ratio was 70.6%. Net interest expense for the year amounted
to $121 million, which includes $33 million that was
capitalised as cost of development properties held for
sale. The net interest1 cover2 was at 9 times.
FOREIGN EXCHANGE RISKS AND DERIVATIVES
The Group has exposure to foreign exchange risk 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 2017
are disclosed in the financial statements in Note 21.
1 Net Interest in the profit statement excluding mark to market adjustments on interest rate derivatives and capitalised interest
2 Net interest cover = Net interest expense / profit before interest and taxation
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
79
SUSTAINABILITY
REPORT
SUSTAINABILITY BEYOND BOUNDARIES
81
OU R REPORT
86
82
SET T ING THE TONE
FROM THE T OP
88
84
THE YEAR
AT A GL ANCE
90
MANAGING
SUSTAINABILIT Y
UPHOLDING GO OD CORPORAT E
CITIZENS HIP
CHANGING THE WAY WE LOO K
AT NATURAL RESOURCE S
100
108
INVE ST ING IN A WORKFORCE
OF THE FUTURE
CREATING STRONG AND
INTEGRAT ED COMMUNITIES
112
GIVING BACK
TO SOCIET Y
OUR REPORT
ABOUT THIS REPORT
In this sustainability report, our third, we share detailed information about our material issues, our
societal and environmental impacts and our key sustainability initiatives for the period 1 October 2016
to 30 September 2017 (FY2017). This report has been prepared in accordance with Global Reporting
Initiative (GRI) Standards “Core”, which supersede GRI G4 Guidelines, and include GRI’s Construction
and Real Estate Sector supplements.
REPORT SCOPE
We have included our key business divisions1 and our listed REITs. This report covers our significant
locations of operations which are Singapore, Australia and China. This year, we have included activities
in Frasers Logistics & Industrial Trust, which was listed on the SGX in June 2016.
Data disclosed covers the above scope, unless otherwise stated, for assets that we own and/or manage,
over which we have operational control. As we consider ourselves to have significant influence over
our Singapore development sites, we have included health and safety data of our principal contractors’
employees working at these sites.
Feedback and Suggestions
We seek to continuously improve our sustainability
performance and your feedback is vital to us.
Please write to:
Dr Pang Chin Hong,
Assistant General Manager, Corporate Planning &
Chairman, FCL Sustainability Working Committee
Frasers Centrepoint Limited
Email: sustainability@fraserscentrepoint.com
¹
Frasers Centrepoint 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 Logistics & Industrial
Asset Management Pte Ltd.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
81
SETTTTTTTIINNNNGGGGG TTTTHHHHEE TTTTOONNEE
FROOOOMMMM TTTTHHHHEEEE TTTTTOOOOOPPP
I BELIEVE SUSTAINABILIT Y PROVIDES NUMEROUS OPPORTUNITIES TO FURTHER
DEVELOP OUR EMPLOYEES’ WORKING EXPERIENCES. EMBRACING SUSTAINABILIT Y
CHALLENGE S US TO THIN K OUTSIDE O F THE BOX AN D FIN D N EW AND UNIQ UE
SOLUTIONS. I WANT TO SEE SUSTAINABILIT Y BEING INCREASINGLY INTEGRATED
INTO THE WAY WE DO BUSINESS TO SET NEW STANDARDS IN SUSTAINABLE LIVING.
For our Group CEO, Panote
Sirivadhanabhakdi, innovation is at the
very heart of how FCL approaches its
business. This is demonstrated through
our early foray into international
business as well as the setting up
of REITs for all its asset classes.
Sustainability can certainly be viewed as
a driver for innovation, so we sat with
Mr Sirivadhanabhakdi to get his views
on sustainability at FCL.
Sustainability is a growing priority for businesses
globally. What would you like FCL to achieve in regard
to sustainability in the near future?
Sustainability is a key contributor to our success and our
unifying idea is at the core of all we do. FCL’s unifying
idea is experience matters, that both our customers’
experience and our experience matter. I would thus like
FCL to leverage opportunities provided by sustainability to
enhance the experiences of both our customers and our
employees.
I believe customer experience and sustainability go hand
in hand; by focusing on our customers’ needs, we gain
valuable insights that guide our products and services.
This enables us to then create memorable and enriching
experiences for our customers. This is especially so as our
customers are increasingly making sustainability a priority,
from assessing the eco-effi ciency of a new home they are
82 ANNUAL REPORT 2017
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20/12/17 9:38 AM
20/12/17 9:38 AM
looking to purchase, seeking out more ‘green’ experiences
when visiting our hospitality properties, to demanding
offi ce environments that provide spaces for moments of
tranquility or for refl ection in the midst of a busy work day.
Through our community investment eff orts, we
continue to develop and nurture close relationships
with local communities in proximity to our operations.
By doing so, we are also able to identify how we can
contribute to their needs and collaborate with them.
Similarly, our employees’ experience is a valuable legacy
that inspires our future successes. As a multi-national of
scale and diversity, we have the right expertise to create
value for our customers. We also celebrate the diversity
of our staff and the expertise they bring, and commit to
enabling their professional and personal development.
On this front, I believe sustainability provides numerous
opportunities to further develop our employees’ working
experiences. Embracing sustainability challenges us to think
outside of the box and fi nd new and unique solutions. I want
to see sustainability being increasingly integrated into the way
we do business to set new standards in sustainable living.
Why do you feel the need to engage the community
and what are some initiatives that you’ve introduced
where you have employed FCL’s unique expertise?
While sustainability is driven on a number of fronts
within our businesses, we are always mindful of our
stakeholders’ concerns. And we make it a point to listen
to our stakeholders. We understand that our business
is not just about selling, managing or developing a
property, but also about building a community.
This understanding drives us to go beyond merely
carrying out business-related operations to focusing on
how we can enhance lives and communities where we
operate. To this end we have implemented a number
of initiatives including putting in place community
development offi cers at our new developments. These
offi cers work on the ‘softer’ aspects of the residential
developments that transform a cluster of people
living together into a contented, safe and cohesive
community.
We have also rolled out community-centric designs
in our new developments including One Bangkok,
Bangkok, Northpoint City, Singapore, and Central Park,
Sydney, where we have provided open spaces for
community interaction and activities. Additionally, we
have created areas for tenants who focus on providing
community services. Our social housing caters to
specifi c stakeholder needs too. We are integrating
social housing dwellings, aff ordable homes, a school,
care facilities, conveniences and sports facilities in our
development in Ivanhoe, Sydney.
FCL has been practising sustainability for some time
now. What is the greatest impact and value that
sustainability has created for both the business and the
communities where you operate?
Sustainability has been a key driver of innovation for
FCL, especially in the area of energy management.
This is evident from Central Park, a project often cited
as an urban rejuvenation and high density project that
is done right, and has since developed into Sydney’s
new downtown destination. Designed to be Australia’s
greenest and most self-suffi cient mixed-use urban
development, sustainability is a way of life at Central
Park with an on-site central thermal tri-generation plant
and an on-site water recycling plant. Central Park was
also where the project team identifi ed the opportunity
to implement precinct-wide energy infrastructure - an
unprecedented initiative in Australia - which resulted
in the launch of FCL’s new embedded energy network
business in Australia.
More importantly, our advancement of sustainable living
solutions has also helped benefi t the communities at
large by reducing GHG emissions and air pollution,
conserving water, creating safer, more convenient
housing and working environments, and enhancing
access to day-to-day amenities for more vulnerable
individuals.
In addition to enhancing our corporate profi le through
several sustainability fi rsts and accolades that we have
garnered over the years, our approach of emphasising
the wellbeing and happiness of our staff has also
enabled us to recruit, retain and develop a productive
and skilled team that is committed to advancing
sustainability.
Mr Sirivadhanabhakdi is clearly committed to an
innovative and sustainable approach as a way of life
at FCL. With experience matters at the heart of all
that we do, we aspire to be a leader and set industry
benchmarks in building sustainable communities.
We will continue to embrace a progressive mindset
and collaborate with our stakeholders on a holistic
sustainability journey towards fulfi lling our aspirations.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
83
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THE YEAR
AT A GLANCE
STEERING THE GREEN BUILDING
MOVEMENT
We are proud to have Rod Fehring, FPA and
Pang Chin Hong, FCL elected to guide the green
building industry as Chairman of the Green Building
Council of Australia and Board Member of the
Singapore Green Building Council respectively.
ENABLING OCCUPANTS TO GO
GREEN
In Australia, FPA set up an energy company, Real
Utilities to provide a cheaper and greener source
of energy to occupants of buildings we develop.
In Singapore, all our malls and offices are now
equipped with electronic waste (e-waste) bins to
encourage visitors and tenants to dispose their
e-waste responsibly.
FPA IS NOW CARBON NEUTRAL
RECOGNISED FOR OUR EFFORTS
FPA’s investments in carbon-efficient workplaces,
careful waste and energy management on their
construction sites, and purchase of carbon offsets
have helped it achieve carbon neutral status under
the Australian National Carbon Offset Standard.
84
As a result of our consistent efforts in implementing
sustainable practices, FCL has clinched a string of
sustainability accolades this year, including:
• Singapore Apex Corporate Sustainability Awards
by Global Compact Network Singapore (GCNS)
• Top Green Companies in Asia Award at the Asia
Corporate Excellence & Sustainability Awards
• FLT recognised as Industrial Regional Sector
Leader in GRESB 2017
• SGBC-BCA Sustainability Leadership Awards for
Alexandra Point
ANNUAL REPORT 2017
CREATING BANGKOK’S
LANDMARK DESTINATION
One Bangkok is a fully integrated district that is
built on people-centric principles and a focus on
environmental sustainability and smart-city living.
PLAY FOR A GOOD CAUSE
Our year-long charity ball pool event, ‘Play It Forward’
encourages shoppers to do good while having fun.
We are delighted to have raised more than $100,000
for Community Chest beneficiaries.
CELEBRATING OUR FIRST
ENVIRONMENT MONTH
Around the world, employees conducted
environmental initiatives in March to remind
themselves that no contribution is too small in
safekeeping our planet. Activities included staff
education sessions and community volunteering.
VALUING OUR EMPLOYEES
In Singapore and Australia, the Group has
implemented flexible work arrangements for
employees to support them in balancing their
responsibilities at work and at home.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
85
MANAGING
SUSTAINABILITY
Our business needs to continually grow and evolve and we believe that this applies to more than just the physical
aspects of our properties. We adapt to the ever-changing dynamics of the corporate world as well as sentiments
within our communities. What we do goes beyond constructing, selling and managing properties to building and
contributing to communities. That is what sustainability means to us.
MANAGEMENT STRUCTURE
Our Sustainability Steering Committee (SSC) provides guidance and drives our corporate sustainability agenda.
The committee is chaired by our group CEO, Mr Panote Sirivadhanabhakdi, and comprises top management - the
CEOs of all our business units, our Chief Corporate Officer and Chief Financial Officer, as well as our Chief Human
Resources (HR) Officer. To ensure that the progression of our sustainability efforts is on the right track, the SSC meets
to review performance against our sustainability objectives.
Supporting the SSC is the 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 Group
Communications. The SWC’s main task is to monitor our sustainability performance against our key performance
indicators (KPIs), implement action plans, and communicate and report to our stakeholders.
STAKEHOLDER AND VALUE CHAIN
As an international real estate company, we have an extensive value chain of activities. At each stage of the value
chain, a mix of stakeholders e.g. suppliers, customers, business partners are involved. FCL takes proactive steps to
engage them with the aim of creating more positive collaborative experiences, as well as in jointly improving our
sustainability processes.
DEVELOPMENT
• Land
acquisition
• Design &
planning
• Construction
• Project
management
INVESTMENT
• Property
acquisition
• Asset
management
OPERATIONS
• Leasing
• Property
management
• Customer
service
SALES &
TRANSACTION
• Property sales
• Capital
management
• Divestment
of non-core/
mature assets
We communicate with our stakeholders regularly through various modes. Some common forms of engagement
across many stakeholder groups include bilateral interaction, briefings and consultations, project meetings and site
visits. We also address sustainability-related topics such as occupational health and safety, community needs and
customer satisfaction through a suite of engagement methods.
86
ANNUAL REPORT 2017 MATERIALITY
We conducted our first materiality
assessment in 2015 based on GRI
and AA1000 principles to determine
the relevant key sustainability topics
in relation to our business and our
stakeholders. To validate this assessment,
this year, we conducted a survey
amongst our employees, suppliers and
contractors to gather their feedback on
the sustainability issues most important
to them.
We noted that the results of the survey
were mostly in line with our existing
material factors. Hence, we deem our
material factors still relevant and they
will remain unchanged. We will continue
to assess these material factors on a
regular basis to ensure their relevance.
As a signatory to the United Nations
Global Compact (UNGC), we support
the United Nations’ adoption of the
2030 Agenda for Sustainable
Development. We have mapped the
Sustainable Development Goals on our
business operations for alignment.
THEME
MATERIAL FACTORS RELEVANT SDGs
Economic
• Economic
performance2
Upholding
Good
Corporate
Citizenship
Transforming
the way we
look at Natural
Resources
Investing in a
workforce
of the future
Creating Strong
and Integrated
Communities
• Environmental
compliance
• Anti-corruption
• Ethical marketing
• Energy
management
• Water management
• Staff retention and
development
• Labour/
management
relations
• Health and safety
• Health and safety
• Local communities
Giving Back to
Society
• Local communities
2 Not covered in this section. Please refer to our annual report for further details.
SUSTAINABILITY-RELATED COMMUNICATION
KEY STAKEHOLDERS
MODE OF ENGAGEMENT
KEY SUSTAINABILITY TOPICS
Contractors/ Consultants/
Suppliers
• Safety briefings, exercises
and declarations
• Occupational health & safety
• Performance
Customers
Employees
• Customer service counters
• Surveys and feedback channels
• Customer satisfaction
• Quality of services and facilities
• Team building and annual activities
• Training programmes
• Environmental, health & safety awareness
activities
• Staff bonding
• Career development
• Occupational health & safety
• Environmental awareness
Investment Community
• Results briefings
• Annual General Meeting
• Investor conferences
• Financial results
• Business performance and
outlook
Local Community
• Feedback channels
• Staff involvement in local community
• Educational exhibitions
• Community needs
• Environmental awareness
Regulators/Non-Governmental
Organisation (NGO)
• Participation in NGOs
• Surveys and focus groups
• Regulatory/industry trends and
standards
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
87
UPHOLDING GOOD
CORPORATE CITIZENSHIP
Being respectful of laws, regulations and needs of
society are key to being a good corporate citizen. Good
corporate governance drives good business and sets the
tone from the top. We recognise the benefits that clear
policies and good management bring to our business
and we strive to maintain high standards of integrity,
accountability and responsible governance. FCL is a
signatory to the Corporate Governance Statement of
Support since 2015, and a signatory to the UNGC, the
world’s largest corporate sustainability initiative,
since 2016.
A signatory to the
United
Nations Global
Compact
CORPORATE PRACTICE
COMPLIANCE PERFORMANCE
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,
we ensure that our communications and marketing
practices are responsible, clear, timely and accurate. We
adhere to the Singapore Code of Corporate Governance
2012, the Code of Advertising, Singapore’s Urban
Redevelopment Authority’s developer rules, and all other
applicable laws and regulations in the regions in which
we operate.
We take compliance seriously, and to the best of our
knowledge, we did not have any major cases of non-
compliance reported in FY2017. Specifically, there were:
• No substantiated cases with regard to bribery and
corruption were reported.
• No case was substantiated following eight
complaints received through whistleblowing
channels.
• No incidents of non-compliance with regulations
and industry codes concerning marketing
communications for which fines were issued.
• No direct breach of environmental and safety
compliance. However, there were cases where the
contractors working at our development sites had
been fined a total of $36,500, due largely to incidents
such as excessive noise levels and safety breaches.
In order to enhance compliance performance and to
have a structured approach to drive the Environment,
Health & Safety (EHS) practices, we have progressively
implemented ISO 14001 Environment Management
System across our key business units. We have also
expanded the coverage of OHSAS 18001 (Occupational
Health & Safety) Management System to a wider scope
of operations, and put in place policies, procedures and
controls.
We strive for zero incidence of non-compliance with
all laws and regulations, and work together with our
contractors to make sure extra precautions are taken
down our value chain to maintain compliance.
To safeguard the independence of the internal audit
function, our Group Internal Audit Head reports directly
to the Chairman of the Audit Committee. Independent
internal audits are designed to, inter alia, evaluate and
improve the effectiveness of risk management, control
and governance processes. For further details, please
refer to pages 137-169 on Corporate Governance.
88
ANNUAL REPORT 2017 CORPORATE POLICIES
We take pride in our reputation for upholding the highest standards, and expect our employees to abide by them. We
believe that our reputation is built by dealing fairly and ethically. We have established the following corporate policies:
CORPORATE POLICIES
GUIDANCE
Code of Business
Conduct
Whistle-Blowing
Policy
Anti-Bribery
Policy
Policy for Disclosure and
Approval of Purchase of
Property Projects
Company 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 reporting of any concerns, including:
• Improprieties in financial reporting • Professional misconduct
• Irregularities or non-compliance with laws and regulations
(Available at: http://investor.fraserscentrepoint.com/misc/
Whistle-blowing-Policy.pdf)
Prevention and management of bribery and corruption
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
Personal Data
Protection Act Policy
Compliance with the Personal Data Protection Act 2012 relating to the
handling and processing personal data, and complaint handling procedures
(Available at: www.fraserscentrepoint.com/html/protection.php)
Environment, Health &
Safety Policy
Safeguarding the health and safety of all stakeholders and providing a safe
environment for them to work in or to conduct their business
AFFILIATION WITH INDUSTRY BODIES
As a key stakeholder in the real estate sector, FCL has been actively engaging with various industry bodies. With
our representation in partnerships and affiliations with industry bodies, we believe we can drive and play a role in
encouraging the sector’s sustainability initiatives.
INDUSTRY BODY
REPRESENTATIVE FROM FCL
Better Buildings Partnership
Paolo Bevilacqua, Leadership Panel Member
Green Building Council of Australia
Global Real Estate Sustainability Benchmark (GRESB)
Rod Fehring, Chairman of Board
Paolo Bevilacqua, Chairman, Green Star Industry Advisory Group
Paolo Bevilacqua & Marine Calmettes, Member of Australia Real
Estate Benchmark Committee
Livable Housing Australia
Simone Dyer, Advisory Board Member
Living Future Institute of Australia
Paolo Bevilacqua, Chairman of Board
Property Concil of Australia
Real Estate Developers’ Association of Singapore
(REDAS)
Real Estate Investment Trust Association of Singapore
Paolo Bevilacqua, National Sustainability
Roundtable member
Panote Sirivadhanabhakdi, Management Committee
Low Chee Wah, Vice President
Eu Chin Fen, Member of Regulatory Subcommittee
Singapore Green Building Council
Pang Chin Hong, Board Member
Singapore Hotel Association
Eu Chin Fen, Board Member
Singapore Quality Award, Spring Singapore
Choe Peng Sum, Governing Council Member
Urban Development Institute of Australia
Workplace Safety and Health Council, Singapore
Cameron Jackson, Councillor, NSW Council
Jill Lim, Councillor, Victoria Council
Justin Crooks, Councillor, Western Australia Council
Cheang Kok Kheong, Deputy Chairman of Construction &
Landscape Industry Subcommittee
CHANGING THE WAY WE LOOK
AT NATURAL RESOURCES
ENERGY
MANAGEMENT
We have set a 10-year
target to reduce our
energy intensity by
15%
by FY2025,
from FY2015’s
baseline
We hold ourselves to a high standard by continually looking for
opportunities to reduce our consumption of the earth’s limited
resources and preserve resources for the next generation. We have
increased our efforts to achieve an energy-efficient portfolio by
implementing changes to our properties, increasing awareness and
embracing technology.
The Group’s overall energy intensity reduced to 110 kWh/m2
in FY2017, as compared to a year ago. We saw a more material
reduction across our Singapore office portfolio, but this was offset
by higher occupancy rates in our hospitality portfolio this year.
In tandem, the Group’s carbon footprint (greenhouse gas (GHG)
intensity) decreased by 2.7 % year-on-year to 110 tonnes of
CO2 equivalent.
In the past year, we have upgraded many of our retail properties
with the installation of LED lighting and motion sensors, especially in
bathrooms and car parks. At Alexandra Point, we replaced the chilled
water system and air handling units.
We continue to take proactive steps across our portfolio to reduce
electricity usage, and to refit buildings with energy efficient equipment.
ELECTRICITY CONSUMPTION (GWh)
GHG EMISSIONS (‘000 tonnes)
234
216
202
250
200
150
100
50
0
250
200
150
100
50
0
119
113
110
FY2015
FY2016
FY2017
FY2015
FY2016
FY2017
ENERGY INTENSITY (kWh/m2)
GHG INTENSITY (kg/m2)
150
120
90
60
30
0
90
130
117
106
100
80
60
40
20
0
72.2
67.6
65.8
FY2015
FY2016
FY2017
FY2015
FY2016
FY2017
Singapore Office Australia Office Singapore Retail Hospitality Group
Refer to Notes, page 123 for energy reporting scope
ANNUAL REPORT 2017
FCL WINS PRESTIGIOUS ACCOLADE
AT THE SINGAPORE APEX
CORPORATE SUSTAINABILITY
AWARDS
FCL was named as one of the three winners of
the Sustainable Business Award, under the large
organisations category, at the Singapore Apex
Corporate Sustainability Awards 2017. Organised by
the GCNS, the Awards series is the most prestigious
corporate sustainability accolade for companies in
Singapore. FCL was recognised for its successful efforts
in determining and managing the sustainability issues
that are key to its business and stakeholders across
the governance, environmental, economic, and social
categories.
FRASERS LOGISTICS & INDUSTRIAL
TRUST RECOGNISED AS GRESB
AUSTRALIA/NEW ZEALAND
REGIONAL SECTOR LEADER FOR
INDUSTRIAL PROPERTY
GRESB is the global standard for environmental,
social and governance benchmarking and
reporting for listed property companies, private
property funds, developers and investors. FLT
has emerged as the 2017 Regional Sector Leader
based on its outstanding performance in seven
sustainability aspects, including energy, GHG
emissions, water and waste. FLT also topped
GRESB’s Health & Well-being category worldwide
in the industrial sector with an overall score of 93%.
GOING CARBON NEUTRAL IN
AUSTRALIA
FPA has been certified as a carbon neutral organisation
under the Australian Government’s National Carbon
Offset Standard (NCOS). Carbon neutral certification
at FPA was achieved by first reducing emissions from
the business through measures such as the purchase
of 100% Green Power where possible, the upgrading
of video conferencing systems to reduce interstate
flights, and engaging with employees to reduce
their environmental impact at work. The remaining
emissions were then compensated using carbon
offsets from the countries where FCL operates, with
projects that have a focus on renewable energy.
FCL ONE OF THE TOP GREEN
COMPANIES IN ASIA
The Group was named as one of the winners
of the “Top Green Companies in Asia” award,
under the sustainability category, at the Asia
Corporate Excellence & Sustainability Awards
held in October 2017. The ACES award
recognised the steps that FCL has taken to
ensure that its activities are environmentally
friendly, and that environmental factors
are considered in the development of its
processes and products.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
91
CHANGING THE WAY WE LOOK
AT NATURAL RESOURCES
Water is a scarce resource in both Singapore and Australia, and we
continue to improve our efforts to better manage our water use.
Overall, we note an overall increase in water intensity across our
asset portfolio by 1.3 % year-on-year in FY2017. This was mainly
due to an increase of water use in our hospitality portfolio, which
experienced higher occupancy rates. Concerted efforts have been
put in place for many of our properties to be fitted with water-
saving features such as tap-flow restrictors/regulators, low-flush
water system, waterless urinal system, and the use of NEWater
and AHU condensate for non-portable purposes. Over 85% of
our commercial properties in Singapore have achieved the Public
Utilities Board’s (PUB) Water Efficient Building Certification.
WATER
MANAGEMENT
We have set a 10-year
target to reduce our water
intensity by
15%
by FY2025,
from FY2015’s
baseline
BUILDING WATER CONSUMPTION (mil m3)
BUILDING WATER INTENSITY (m3/m2)
2.56
2.37
1.87
3.0
2.5
2.0
1.5
1.0
0.5
0.0
3
2
1
0
1.30
1.29
1.30
FY2015
FY2016
FY2017
FY2015
FY2016
FY2017
Singapore Office Australia Office Singapore Retail Hospitality Group
Refer to Notes, page 123 for water reporting scope
We strive towards using recycled water for non-potable
applications such as irrigation, washing, water features
and cooling towers across our portfolio. In our cooling
towers, we use water treatment systems that can achieve
at least seven cycles of concentration. In Australia,
rainwater is collected at most development projects and
connected to irrigation and toilet flushing systems for
reuse. To conserve water, North Park Residences features
certified water-efficient fittings and appliances, and an
efficient irrigation system with rain sensors to keep the
development lush and green.
92
ANNUAL REPORT 2017
WASTE
MANAGEMENT
Waste generation and disposal remain one of the top
environmental issues due to its pollutive impacts on
land, in our waterways and the air. As a major property
owner and manager, we recognise that our commercial
buildings produce a significant amount of waste and we
attempt to manage that through infrastructural support
and education.
In FY2017, a total waste of 20,241 tonnes were generated from 15 and 17 of our commercial properties in Singapore
and Australia respectively. This translates to a waste intensity of 29.6 kg/m2, which is an increase from last year as our
waste collection methods have become more comprehensive.
In addition to reducing waste production in our day-to-day operations, we also make a conscious effort to do so
at the development stage. In FY2017, at least 90% of our construction waste, across all Australian projects,
was recycled.
REDUCE, REUSE, RECYCLE
In the office setting, we encourage our employees to
reduce the amount of paper used through default setting
all printers to double-sided printing and discouraging
printing. This year, a total of 4,981 reams of A4 paper and
equivalent were used. All paper procured are certified
with the FSC (Forest Stewardship Certification), PEFC
(Programme for the Endorsement of Forest Certification)
or SGLS (Singapore Green Label Scheme). We provide
bins at our properties to encourage guests and tenants
to recycle their waste.
Our shopping mall, Causeway Point was recently
awarded the Good Effort Certificate at the 3R Awards for
Shopping Malls, the first waste reduction and recycling
award for mall operators in Singapore.
PROVISION OF ELECTRONIC WASTE
BINS IN ALL MALLS AND OFFICES
To encourage our tenants and visitors to recycle
electronic waste (e-waste), we placed e-waste bins in
all our malls and offices this year. This is implemented
in partnership with Starhub as part of their Recycling
Nation’s Electronic Waste environmental programme.
The registered collector is notified when the bins are
almost full. Thereafter, the disposed materials are
broken down into smaller pieces, where the metals
are extracted and melted down for other uses.
To date, 3,114 kg of e-waste has been collected from
12 commercial properties over six months.
CHANGING THE WAY WE LOOK
AT NATURAL RESOURCES
BRINGING GREENERY TO OUR
PROPERTIES
Greenery helps reduce heat transfer into a building
through shading and evapotranspiration. This reduces
the need for air-conditioning which leads to energy
savings. It also lowers ambient temperatures since
plants absorb heat instead of reflecting them, unlike
regular windows and building surfaces. Several of our
properties have installed green walls on their facades
to achieve these benefits.
Our development project One Central Park in
Sydney, Australia prides itself in having the largest
green façade ever undertaken on a residential tower
in Australia. The building comprises over 1,000 sq m
of vertical gardens. Altogether, the project has 21
panels of vertical greenery made up of 35,200 plants
from over 380 species. One standout feature of the
vertical greenery is the hydroponics technology that
allows plants to grow all around the periphery of the
building at all levels.
To create an uplifting and refreshing interior
environment, green spaces are also being built into
more of our properties. At Capri by Fraser, Brisbane,
hotel guests are greeted with a green wall as they
enter the lobby. Frasers Tower in Singapore, will
feature a roof garden at its three-storey podium while
its communal breakout spaces are also integrated
with flora to inspire creativity in a relaxed ambience.
SUSTAINABLE
DESIGN
We believe that the design of a building directly affects
its performance and indirectly encourages sustainable
behaviour in its inhabitants. FCL therefore pursues
sustainability beginning at the development stage.
We employ innovative methods and techniques to
create positive and enabling spaces.
HELIOSTAT INSTALLATION AT
CENTRAL PARK SYDNEY
The eastern tower of One Central Park in Sydney
features a hovering heliostat system at the twenty-
eighth floor. It is a platform of 320 reflectors and 40
sun-tracking heliostats designed to redirect sunlight
into the mass of the building and onto overshadowed
parklands. Sunlight falling onto the West tower reflector
panels is bounced upward to the East tower reflector
panels, then redirected into the retail atrium and
landscaped plaza. This installation is the first of its kind
in a residential structure and the largest of its kind in
the world used in an urban environment. One Central
Park has been declared the Best Tall Building worldwide
by the Council on Tall Buildings and Urban Habitat.
One Central Park has also achieved a 5-star Green Star
Design Rating.
ALEXANDRA POINT WINS SGBC-
BCA SUSTAINABILITY LEADERSHIP
AWARDS 2017 FOR SUSTAINABLE
PERFORMANCE & DESIGN
(COMMERCIAL)
The Leadership in Sustainable Design and Performance
Award is for outstanding green building projects that go
beyond simply minimising their impact by considering
factors that lead to positive outcomes for both the
environment and for the people. Through this award,
Alexandra Point has been recognised as one of the
pioneering green building projects in Singapore that
deliver a range of benefits through a holistic approach
to sustainability. Alexandra Point will represent
Singapore in the World Green Building Council Asia
Pacific Leadership Awards in Green Building.
LIVING BUILDING CHALLENGE
TO CREATE THE WORLD’S MOST
SUSTAINABLE RETAIL CENTRE
In an effort to redevelop and regenerate the former
Burwood Brickworks site in Melbourne, we have
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. It measures a development’s
performance in these areas – place, water, energy,
health and happiness, materials, equity and beauty.
The project has now committed to achieving
full certification and is progressing with design
development.
CHANGING THE WAY WE LOOK
AT NATURAL RESOURCES
SUSTAINABLE
TECHNOLOGIES
Technology plays a big role in sustainable development.
At FCL, we largely adopt technologies in the energy
sector to help us meet current energy challenges
quickly.
Cooling Plant
In Singapore, FCL has received a total of 28 Green Mark
awards, of which three are Platinum, six are GoldPLUS, 14
are Gold, and five are Certified. Our latest project, Frasers
Tower has garnered the Platinum award.
NUMBER OF GREEN MARK AWARDS
Customer
Heat
Exchange
DISTRICT COOLING
Our upcoming project, One Bangkok promises to
become a new global landmark, with sustainability
as one of their top priorities. It will be the first district
in Thailand to be developed using sustainability
standards such as WELL and LEED for Neighbourhood
Development. Smart common infrastructure is being
planned to enable One Bangkok to meet these
standards, and this includes implementing district
cooling for the estate.
District cooling is an efficient system to cool buildings,
such as factories, industrial spaces, offices, retail
malls, and community spaces. Not only can our
tenants reduce their carbon footprints and energy
bills, they can fully utilise space usually taken up by
cooling equipment while still obtaining improved
efficiency and resiliency in their cooling requirements.
District heating and cooling systems are the future in
designing energy efficient and sustainable large-scale
developments. It is estimated that when the project
is completed by 2025, the district cooling system will
serve approximately 1.83 million sqm of gross floor
area comprising offices, residential towers, retail
spaces and hotels.
30
25
20
15
10
5
0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Residential Office Retail
In Australia, we have the highest rated Industrial Green
Star Performance Portfolio with 64 Green Star-rated
Industrial properties. We have set the requirement for
all our new office, retail and industrial developments to
achieve a minimum 5-Star Green Star Design & As Built
rating, representing excellence in sustainable design.
This year, our supersite in Victoria’s Truganina suburb
received a 6-Star Green Star As Built rating It is the first
industrial project in Australia ever to achieve this rating.
NUMBER OF GREEN STAR RATINGS
120
100
80
60
40
20
0
96
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Industrial Retail Corporate Office
Developments (Residential, Commercial & Industrial)
ANNUAL REPORT 2017
SOLAR ENERGY
Solar power systems derive
clean and renewable energy
from the sun, reducing GHG
emissions from our buildings.
In China, solar panels have
been installed to power street
lamps in Suzhou Baitang One,
a residential development,
and Parkville Point, its riverside
street-mall.
In Australia, we target to
incorporate solar power as a
minimum standard across all
our commercial and industrial
portfolio by 2018. To date,
we have installed 2,732 kW of
solar across our developments
there.
TRI-GENERATION
POWER PLANT
Central Park Sydney is
Australia’s greenest urban
village, housing its own on-site
tri-generation low-carbon
natural gas power plant.
This energy source supplies
thermal energy, providing
heating and cooling for 3,000
residences, 65,000 sqm of
retail and commercial space
in 14 buildings at Central
Park. Electricity is also being
supplied to two neighbouring
buildings – the heritage
Country Clare Hotel and
mixed-use Brewery Yard
building. A tri-generation plant
is twice as energy efficient as
a coal-fired power plant, and
it has been forecast that this
plant could reduce as much as
190,000 tonnes of greenhouse
gas emissions over the 25-year
design life of the plant. This has
the same effect of removing
2,500 cars off the roads every
year for 25 years.
GEOTHERMAL ENERGY
In Western Sydney, Fairwater is
Australia’s first masterplanned
residential community to include
large-scale geothermal technology,
and the largest in the Southern
Hemisphere. Geothermal is a
sustainable and clean technology
that reduces dependence on fossil
fuel. Using the constant 22-degree
temperature below the earth,
refrigerant is pumped through
this subterranean environment
(where it naturally cools in summer
and heats in winter) and back
into homes via copper pipes.
The heating and cooling systems
therefore have much less work to
do, and can result in energy savings
of as much as 60% compared
with regular air-conditioning.
The peak air heating and cooling
times also align well with base
household energy demand, making
geothermal a great solution for the
community.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
97
CHANGING THE WAY WE LOOK
AT NATURAL RESOURCES
CREATING
AWARENESS
To achieve our resource usage reduction goals, FCL
has adopted a two-pronged approach – greening the
hardware (buildings) and software (mindsets). Beyond
greening the hardware, FCL also recognises the
behaviours and habits of building users also contribute
to the environment. It is therefore imperative that we
educate and raise awareness of environmentally friendly
habits that we can all adopt. We aim to raise awareness
both internally - our staff, business partners and supply
chain - as well as externally with our peers and other
real estate players.
FRASERS ENVIRONMENT MONTH
The inaugural Frasers Environmental Month was held
in March, when FCL demonstrated its commitment
to promoting environmental awareness. Under the
theme ‘Live Green, Waste Less’, a series of activities
were organised for staff, tenants and members of
the public to inspire and empower them to lead
more sustainable lives both at the workplace and at
home. All SBUs also carried out environment-related
activities.
DAILY ENVIRONMENTAL REMINDERS
DAILY
ENVIRONMENTAL
REMINDERS
In the corporate workspaces, posters have been put
up to remind employees to switch off their lights, use
less water when possible. Additionally, environmental
messages are also disseminated through interesting
desktop wallpapers for all corporate office staff.
In the corporate workspaces,
posters have been put
up to remind employees
to switch off their lights
and use less water where
possible. Additionally,
environmental messages
are also disseminated
through interesting desktop
wallpapers to all corporate
office staff.
SUPPORTING SINGAPORE
WORLD WATER DAY
Each of the six office properties in Singapore
supported the Singapore World Water Day. 51
Cuppage Road put up fun mirror stickers in the
bathrooms to remind users to use less water, while
China Square Central displayed exhibitions on water
conservation in its lobby for all to view.
SUPPORTING EARTH HOUR
FCL has continued its support of World Wildlife
Fund’s global climate change movement, Earth
Hour this year. Working collectively with our tenants
and internal teams, lights at our office, retail and
hospitality buildings were switched off for an hour
on 25 March. At many of our hospitality properties,
guests were also invited to join the staff in engaging
activities such as upcycling workshops and concerts
in the dark.
RE-PURPOSING THROUGH
UPCYCLING
Beyond focusing on paper use in the office, we
have also organised upcycling workshops to
teach employees how to create new products
using discarded materials. This year, the
Singapore Environment Council was engaged
to conduct classes on creating tote bags from
used clothing and planters from plastic bottles.
REDUCING CARBON FOOTPRINT
GROWING GREEN
Many global properties encouraged their employees
to reduce their carbon footprint while travelling to
and from work in March. Employees chose to either
walk, cycle, car-pool or take public transportation
instead of driving their own cars.
Another popular activity involved the planting of
trees, herbs and even mangroves. The three serviced
apartments in Jakarta came together to plant
mangroves. Several hospitality properties planted
herbs on their property rooftops for use in their
restaurants.
INVESTING IN A WORKFORCE
OF THE FUTURE
KNOWING
OUR PEOPLE
Human capital is a critical element of the Group’s business model. FCL emphasises the career development, welfare,
health and safety of each employee. Being a multi-national company, we value the diverse experiences, expertise and
cultures contributed by our people across 27 countries and over 80 cities where we have operations.
DIVERSE FAMILY AT FCL
13.5%
31.3%
31.3%
53.6%
6%
19%
5%
25%
BY AGE
BY TYPE
BY GENDER
BY NATIONALITY
55.2%
72.6%
46.4%
< 30 yrs old
30-49 yrs old
> 50 yrs old
Executive
Non-Executive
Male
Female
45%
Singapore
Others
Australia
China
EMEA/UK
We pride ourselves on having a diverse workforce in terms of age, gender, skill-sets and nationality. Our gender
balance stands at a male to female ratio of 54:46. Our workforce is relatively young, with about half of our staff in the
30-49 age range. Being in a labour-intensive industry, non-executive staff make up about 73% of the headcount. As
laid out in our Code of Business Conduct, FCL is committed to providing equal employment opportunities based on
meritocracy, with the elimination of discrimination.
JOB CREATION
As at 30 September 2017, we have a total of 4,399
permanent employees globally. Our headcount grew
by about 3% across the Group, due to our continued
expansion into secondary markets such as Vietnam,
Thailand and the UK/Europe. Our hiring rate of 43.3% is
slightly higher than the turnover rate of 40.5%. Due to
the labour-intensive hotel/serviced apartment industry
that we are in, as well as the large number of non-
executive staff, the level movement was significant.
The hiring and turnover rates were much lower for our
Singapore operations at 26.1% and 22.1% respectively. So
far as is reasonably practicable, we hire people from the
local community where we operate. FCL is a signatory
to the Tripartite Guidelines on Fair Employment Practices
(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.
100
NUMBER OF EMPLOYEES, NEW HIRES AND TURNOVER
4,399
4,266
4,062
5000
4000
3000
2000
1000
0
2,023 1,874
1,700
1,756
1.271
1,038
Permanent Employees
New Hires
Turnover
FY2015 FY2016 FY2017
ANNUAL REPORT 2017 OUR VALUES
Our staff aim to embody these values in the workplace and in their interactions with our stakeholders.
COLLABORATIVE
We believe in teamwork
and take ownership
together. We help each
other. We partner with
out colleagues, customers
and stakeholders to create
shared value. And we stand
stronger together.
RESPECTFUL
We put our customers at
the heart of everything we
do. We listen. We believe in
each other’s expertise. Our
legacy inspires us.
PROGRESSIVE
We are curious and actively
seek opportunities to
innovate. We are responsive
and purposeful. We are
pro-active, not reactive.
Naturally, change is our
friend.
REAL
We are authentic in our
dealings. We celebrate
diversity. You can rely on us
to do what’s right and we
take your trust seriously. We
are what we do.
INVESTING IN A WORKFORCE
OF THE FUTURE
NURTURING
TALENT
We are committed to building capabilities and enhancing
competencies of our employees. We continue to
dedicate 2% of our payroll costs to employee learning
and development. We also target for each employee to
achieve an average of at least 40 training hours per year.
We continue to achieve this target with employees
clocking an average of 44 training hours each globally,
compared to 40 hours a year ago. Approximately 29.5%
of total training hours were recorded by executive
employees while non-executives accounted for 70.5%.
TRAINING HOURS
200,000
160,000
120,000
80,000
40,000
0
40
44
26
64,670
103,697
182,440
FY2015
FY2016
FY2017
Total Per staff
50
40
30
20
10
0
We have an in-house training team that creates
and provides a range of training and courses for all
employees. The employees also have the option to
initiate requests for specific training.
As part of our commitment to make training as inclusive
as possible, we introduced new videoconferencing
technologies and platforms to allow greater employee
participation in courses that are held in-house.
These include WebEx’s Training Center, which allows
employees who are located outside of the training
venue, and even overseas, to participate in the training.
In support of Singapore’s national SkillsFuture initiative,
which encourages Singaporeans to adopt a mindset of
lifelong learning and skills upgrading, we have made
available SkillsFuture Learning Leave to all Singaporean
employees. This provides two days of paid leave for
eligible employees to attend relevant SkillsFuture
programmes.
LEADERSHIP EDUCATION
In anticipation of the rapid changes facing the global
economy and the potential disruption to the real estate
industry, a series of Leadership Education Talks have been
organised to provide an informal platform for our senior
management to be kept apprised of the latest industry
trends and business practices. In the year under review,
we organised five such talks, where industry leaders were
invited to discuss a diverse range of contemporary topics
such as change management and counter terrorism.
102
ANNUAL REPORT 2017
STAYING VIGILANT
In light of the new security environment that businesses
globally now operate in, we have enhanced the
readiness of our employees at all levels to handle
security situations. We are implementing an 18-month
programme to address these threats through risk
assessment, risk audit, review of safety enhancement
methods and security trainings and workshops. This
includes a Counter-Terrorism Workshop organised to
equip managers with the skills to help the organisation
manage a terrorist event. We also collaborated with the
Security Industry Institute to train our in-house security
officers how to identify and respond to potential terrorist
threats, as well as first-responder skills such as first aid.
To date, seven such workshops have been organised, and
more than 93% of our in-house security officers have
received certification.
A number of our employees attended the Orchard Road
Business Safety and Security Watch programme initiated
by the Singapore Police Force (SPF) where employees
were educated on spotting signs of terrorism planning
occurring at their premises. We are also working with SPF
to confirm that our buildings are equipped appropriately.
More than 50 of our properties across the world
conducted first aid courses, emergency preparedness
workshops and counter-terrorism training during Frasers
Health & Safety Month.
SUSTAINABILITY AWARENESS
FPA has set a target for all staff to be trained in
sustainability. We have started with providing training
to the most relevant roles such as design, project
managers, property managers, building managers,
development managers and asset managers. The
sustainability training is largely done in-house and
is focused on the requirements of our sustainability
strategy. Training includes structured training (such
as on rating tools we use) as well as sustainability
specific presentations to staff. Close to 80% of
relevant staff have undergone such training to date,
and these programmes will be extended to all staff
eventually.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
103
INVESTING IN A WORKFORCE
OF THE FUTURE
HEALTH AND
WELL-BEING
We encourage our employees to balance their work and
other life priorities because we believe that people will
perform well when their working environment and lives
are stimulating. The Corporate Wellness Committee,
together with the Sustainability Working Committee
plan several team-building, personal development and
health-related activities throughout the year.
Besides competitive remuneration packages, we offer a range of health and wellbeing benefits, leave and welfare
schemes to our employees that are aligned to the industry. Every year, our employees are appraised on their
performance through an open review process.
STAFF ENGAGEMENT
Spending time with loved ones is an important
part of maintaining our wellbeing. Every year, the
group organises various activities for staff such as
Family Day and the Annual Dinner and Dance. The
group also supports Eat With Your Family Day. This
year, FCL organised an outing to Universal Studios
Singapore as a part of our yearly Family Day event,
with the aim of promoting family bonds. A total of
2,609 employees and their families were treated to
a day of thrills and delights, enjoying the exhilarating
rides around the park.
NATIONAL STEPS CHALLENGE
In Singapore, we also took part in the National Steps
Challenge, an initiative by the Health Promotion Board.
Employees are encouraged to clock 10,000 steps a
day as part of the challenge. With all these activities,
we hope to nurture an active lifestyle among our
employees year-round.
FLEXI WORKING ARRANGEMENTS
In both Singapore and Australia, employees are given
the choice of flexible working arrangements such as
working from home, flexible hours and family care leave.
This allows the employees, especially those with young
children or elderly parents, to balance their work and
responsibilities at home.
FRASERS HEALTH & SAFETY MONTH
We held our Health & Safety Month in August for the second year running. The theme, Health and Safety: Core to
Our Culture, encouraged staff to embrace not only safety, but also healthy living both at work and in their personal
lives. The month was eventful with activities organised at various offices, on both on a local and global scale. Each
business unit and property also organised activities related to an aspect of health or safety that they were particularly
enthusiastic about.
ACTIVE & HEALTHY LIVING ACROSS
THE GLOBE
It was an especially active month in August for Frasers
colleagues – from hiking in the Nanshan Mountains
in Shenzhen, China; taking a nature walk around
Arthurs Seat, Australia; biking in Bangkajao, Thailand; to
signing up for Move to Lose, an eight-week weight loss
challenge in Central Park Perth.
Globally, staff continued to support The Frasers Global
Running Challenge. The challenge saw participants
clocking their runs in their own free time. This year, 152 staff
clocked a combined distance of 6,497 km in a month, a
huge leap from 4,139 km clocked the year before.
HEALTH TALKS & CARNIVAL
• The “Healthy Eating: Can it Prevent Cancer?” talk by SATA
• “Sending the EHS Message Right” talk by ESHCO
• Frasers Health & Safety Carnival, which showcased
a range of health products as well as a free spinal
check-up, free body fat measurement and exercise
and nutrition consultation.
HEALTH CHECK-UPS
Recognising that regular check-ups are key to
maintaining a healthy life, all staff in Singapore were
offered a free health screening package. In Australia,
where skin cancer is a prevalent risk, employees were
offered free skin cancer checks in all four of our state
offices. Injections and inoculations were also made
available to staff.
INVESTING IN A WORKFORCE
OF THE FUTURE
SAFETY
FIRST
Our fundamental focus is to ensure that each employee
has a safe work environment. We are mindful that
our business operations may be vulnerable to safety
incidents right from the onset of the development
cycle, due to the nature of the work which involves
the handling of heavy and dangerous equipment,
and commitment to meeting deadlines. Hence, we
implemented workplace safety management systems
across key business operations to identify and control
hazards, monitor performance and identify areas for
improvement.
For the completed properties that FCL manages, we are
proud to record a year-on-year reduction in the lost-
time injury rate and severity rate across all our strategic
business units. Nevertheless, we continue to work on
improving our safety processes across various
business units.
We are glad that in FY2017, our construction sites in
Singapore recorded zero fatalities. The total lost-time
injury rate was 0.85 incidents per million man-hours
and the severity rate was 15.6 lost-days per million
man-hours. In Australia, our construction operations
experienced a lost-time injury rate of 3.4 per million
man-hours and severity rate of 143.6 per million
man-hours.
Completed Buildings FY2017
Corporate Office
Singapore
China
Australia
Hospitality
No. of fatalities
No. of lost-time injuries
No. of lost-days
Lost-time injury rate (per million man hours)
Severity rate (per million man hours)
0
1
65
0.2
14.8
0
1
14
0.4
5.6
0
0
0
0.0
0.0
0
0
0
0.0
0.0
0
27
616
5.67
129.3
SAFETY CERTIFICATION
LEADERSHIP IN SAFETY
Our commercial and retail operations in Singapore,
as well as our office and project development
operations in Australia are all certified OHSAS 18001.
We were also awarded bizSAFE Star certification for
all our commercial and retail properties in Singapore.
Frasers Centrepoint Singapore’s key management
came together for an interactive three-hour Safety
Leadership Workshop. The workshop explored the
relationship between leadership, organisational
culture, management systems and injuries. It was also
an opportunity to discuss effective safety leadership
beyond management systems.
SAFETY ACROSS OUR VALUE CHAIN
DESIGN
TENDER
CONSTRUCTION
Carry out risk
assessment
using a Design
for Safety
procedure. The
risk assessment
covers design,
structure,
mechanical and
electrical (M&E)
function and
landscape.
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.
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.
OPERATION
(FOR
PROPERTIES
UNDER
MANAGEMENT)
Conduct risk
assessment
and review risk
areas annually.
Appoint term
contractors
are required
to submit risk
assessment
prior to
commencing
work.
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 maintenance
procedures.
CHAMPIONING DESIGN FOR SAFETY
Our Development & Projects (D&P) Team in
Singapore champions Design for Safety (DfS)
processes in project management. DfS is the focus at
the three levels of Planning, Programme and People,
where the party creating the risk must address the
issue at source. The guideline in DfS helps reduce
accidents and fatalities by addressing risks from
design development through construction, to usage
and maintenance. Our Head of D&P, Mr Cheang
Kok Kheong frequently shares his experience with
industry stakeholders on this topic at workshops
organized by REDAS, IES and BCA.
WORKING WITH OUR TENANTS AND
CONTRACTORS
As landlords, we work with our tenants on a regular
basis and include them in our various safety initiatives
where possible. We are also supporting them to
obtain their bizSAFE Level 1 certification at no cost,
in collaboration with the Workplace Safety and Health
Council. To date, 24 tenants have successfully attained
the certification. As developers, we recognise that
safety is a joint responsibility and we work closely with
our main contractors to ensure that construction sites
are safe for workers and the public where applicable.
CREATING STRONG
AND INTEGRATED
COMMUNITIES
FOSTERING A SENSE
OF BELONGING
UNIVERSAL DESIGN
Designing and constructing buildings that are
able to welcome people from all walks of life with
varying physical abilities is one of FCL’s aspirations.
Through Universal Design (UD), we ensure that our
developments cater to the users’ diverse needs.
Some examples where we have used this concept are:
• Seamless connectivity to transport infrastructure
and neighbouring developments (e.g. streets,
walkways, buildings and parks)
Intuitive way-finding and enhanced accessibility
of amenities and features for users with diverse
abilities and mobility
•
• Reserved and larger parking bays for wheelchair
users and families
• Additional ground level rooms with larger doors
in our hotels for those that need them. We aim to
equip 30 more rooms in our Singapore hotels to
be disability-friendly.
These have been demonstrated in our projects such
as Watertown and Causeway Point, which both
achieved BCA UD Mark GoldPLUS (Design) Award.
UNIVERSAL
DESIGN
108
INTEGRATING PRIVATE HOUSING
WITH SOCIAL HOUSING
Together with our partners, FCL has been appointed
by the New South Wales government to redevelop
and transform the 8.2-ha estate in Sydney’s
Macquarie Park. The redevelopment will integrate
private housing, with at least 950 social housing
dwellings and 128 affordable homes. The project
will also integrate a new high school, residential
aged-care facility with a seniors’ wellness centre, two
childcare centres, a supermarket, cafes and specialty
retail shops, jogging track, nature-based playgrounds
and exercise stations, basketball court, open green
spaces and community gardens. We also aim for the
development to be carbon neutral in operation with
the incorporation of a range of energy efficiency
measures, a 1.5-MW photovoltaic system on site and
carbon offsetting for all residual emissions.
ANNUAL REPORT 2017 Our properties provide spaces for people to live, work and interact and we look for opportunities to enhance
community spirit and encourage communal activities throughout our design, development and management
operations. Our communal spaces encourage people to come together to communicate and enjoy each other’s
company. The inclusion of gyms, green spaces and childcare rooms, encourage healthier lifestyles and increase
convenience. We regularly assess the needs of our communities through surveys as well as our daily interactions to
ensure that all our operations incorporate initiatives that address the needs of our communities.
COMMUNITY DEVELOPMENT
MANAGER PROGRAMME
Community Development Managers are being
introduced across all residential projects in
Australia. They are providing exceptional value
to new communities. Their role includes helping
to bring new communities together so that they
not only integrate within themselves, but also
with surrounding communities. Their approach
is tailored to each new development so that
they can specifically meet the needs of that
community and some of their activities include
preparing community development plans,
organising community events and collaborating
with government and associations on community
initiatives. We also take feedback from residents
after they have moved into a new community
and use this to influence subsequent newer
stages particularly when developing residential
communities in new growth corridors.
REMAKING YISHUN’S HEARTLAND
Through Yishun’s Remaking Our Heartland
Programme, we aim to contribute to the revitalisation
of Yishun Centre with the development of Northpoint
City. We believe that Northpoint City will bring new-
found vibrancy to the area, just like our landmark
Northpoint Shopping Centre did when it was built 25
years ago. Northpoint City is expected to serve as a
lifestyle, recreation and integrated transport hub for
over half a million residents from Singapore’s northern
region. We have catered open spaces for community
interaction and activities and created additional
space for community-centric tenants who focus on
providing community services.
As a symbolic milestone to signal that FCL places
our communities at the forefront of our work,
Northpoint City recently organised a collaborative
‘Paint Party’ over two weekends in September. Almost
400 individuals and families, comprising 145 teams,
creatively expressed what ‘Happiness’ means to them
by painting on large, square canvas panels that will
make up Northpoint City’s community mural wall. The
assembled panels form a collage portraying Yishun,
while each individual community-contributed panel
is in itself an art piece. Through collaborations with
Nee Soon Central Community Club and The Little
Arts Academy, Northpoint City’s community mural
wall will be a larger-than-life representation of the
community spirit.
CREATING STRONG
AND INTEGRATED
COMMUNITIES
FOSTERING A SENSE
OF BELONGING
BUILDING CUSTOMER
CONFIDENCE
Our brand is encapsulated by our unifying idea
Experience matters, which applies to everything
within our business: our people, our products
and our services. It means that we believe that
our customers’ experience matters. It means that
when we focus on our customers’ needs, we
gain valuable insights which guide our products
and services. It means that we are committed to
creating memorable and enriching experiences
for our customers. Our unifying idea enables
our business to remain relevant throughout
constantly changing times. We now live in the age
of experience, where customers are prioritising
experiences over ownership. Increasingly, people
are making purchase decisions because of the
experience that a product or service can provide:
what can be done with it, what it says about them,
and what they can say about it. The experience
economy is a phenomenon that is disrupting every
sector, including ours.
AFFIRMATION OF OUR DEDICATION TO
EXCEPTIONAL CUSTOMER EXPERIENCE
128 employees in Singapore
received the Excellent Service
Award by SPRING Singapore
Won the Singapore FM
Building Owner/Occupier
Service Excellence Award
2017 by the International
Facility Management
Association
Clinched ICSC Asia Pacific
Shopping Centre Award (Gold)
for Frasers Tribal Quest, an
in-app game that promises a
fun and immersive shopper
experience
110
HOMEBUYERS’ EXPERIENCE
To engage our customers and understand their
needs and concerns, we conduct two surveys.
The first survey – “How was your home collection
experience?” – is carried out annually to measure
our customers’ overall first impression of Frasers
Centrepoint’s homes, including aspects such as
staff service levels, quality of homes and common
facilities. The second survey – “How is everything?”
– is carried out quarterly to obtain home owners’
overall impression of their home, both on a macro
level, and through individual categories – quality
workmanship and customer service recovery services
carried out by our contractor.
Most of our homeowners had a positive home
collection experience with an average rating of
83.0%, while the living-in experience achieved an
improved rating of 78.3% in FY2017 surveys. We
are proud to be able to provide a consistently high
standard of service to our home buyers through our
dedicated CARE Team.
(%)
100
80
60
40
20
0
82.0
83.0
78.0
76.0
77.8
78.3
How was your home?
How is everything survey?
FY2015 FY2016 FY2017
ANNUAL REPORT 2017 TENANTS’ EXPERIENCE
GUESTS’ EXPERIENCE
In Singapore, customer 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.
Tenants’ satisfaction level has been consistently
high and was a commendable 96% in FY2017, as
compared to 94% in FY2016. Overall, our tenants
were pleased with the asset upgrading and security
enhancements that were carried out to improve
customers’ experience.
Globally, we track and monitor our hospitality
properties’ performance by collating guest ratings
and reviews on several travel service platforms. We
rank the popularity of our properties within a city or
destination - how our hotels rank amongst other
hotels in the area. We also look at the number of
positive or negative reviews we receive.
The scores have been consistent over the past two
years. Individual property scores are communicated
to the General Manager of each property on a
monthly basis to ensure they have oversight on
the performance in a number of areas including
cleanliness, service and food quality. This allows the
management to act promptly on specific feedback
provided by the guests.
(%)
100
80
60
40
20
0
70
24
70
24
67
29
(%)
100
80
60
40
20
0
90.3
89.4
87.0
87.0
77.0
79.0
FY2015
FY2016
FY2017
Positive reviews
Popularity score Performance score
Satisfied to very satisfied Neutral to satisfied
FY2016 FY2017
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
111
GIVING BACK TO
SOCIETY
SHARING OUR
RESOURCES
As a company with a presence in over 80 cities, FCL
holds an immense potential to create positive impact
in the communities where we operate. Our sustained
interactions with local communities across various
segments provide precious opportunities for us to
understand their social needs and challenges, allowing
us to deliver appropriate support to bridge gaps.
We endeavour to give back to our communities through
our Community Investment (CI) efforts. Over the past
two years, our CI focus has been around the theme
of ‘Wellness’. Through this theme, we aim to enhance
the mental, physical and social well-being of our
beneficiaries. Our forms of giving include contributing
space for fundraising and awareness-building events,
volunteering time with our beneficiaries, giving
financially to support worthy causes and sharing our
experiences to empower the industry to solve societal
challenges more effectively.
FCL carried out over 150 CI activities throughout the
group globally in FY2017. More than $1 million has been
donated in cash and in-kind. Our employees have also
made an impact by volunteering a total of more than
2,300 man-hours in various CI activities.
Mental
Physical
Social
WELLNESS
Mind
Body
Heart & Spirit
112
ANNUAL REPORT 2017 SHARING
THROUGH SPACE
We shape spaces with the understanding that they are where people gather, where they exchange ideas and where
cultures intermingle. With this belief, we design our commercial buildings with communal spaces and offer these
spaces for complimentary use to host events for good causes. These include raising funds for underprivileged
families, building awareness and inspiring conversations around health issues, and championing the arts.
COLOURS OF OUR COUNTRY
PLAY IT FORWARD
Since the launch of Colours of Our Country
(Australia) in 2006, more than 2,303 artworks have
been sold, generating A$2.39 million for participating
artists, their art groups, and local communities. This
event creates opportunities for the featured artists,
and supports the on-going sustainability efforts of
art groups and artists, providing an outlet for cultural
expression. The 12th annual Colours of Our Country
art exhibition was held at the lobby of Central Park
this year, showcasing more than 300 paintings
and artefacts by Western Australia’s Pilbara-based
Aboriginal artists. Sales of 188 artworks generated
A$189,000 for the Pilbara-based artists, art groups
and communities.
FCL was recognised as Contributing Partner at
Community Chest Charity in the Park 2017 on 18
February, after raising more than $100,000 for Family
Services Centres (FSCs). FSCs provide social support
for families in Singapore facing difficulties. The funds
were raised through the initiative, ‘Play It Forward’,
Singapore’s Largest Charity Ball Pool event which was
held at six Frasers Centrepoint Malls. For a minimum
donation of $5, shoppers at our malls were offered
a chance to dive-in, unwind and play in a colourful
sea of 100,000 balls while Frasers Centrepoint Malls
matched the donations dollar-for-dollar. The year-long
charity drive also won the ‘Special Events Silver Award’
at the annual Community Chest Awards.
CHARITY EDITION OF FRASERS
WORD DASH
Frasers Centrepoint Malls invited beneficiaries and
bloggers to Waterway Point to play two rounds of
Frasers Word Dash, a take on Wheel of Fortune. The total
amount won during the two charity rounds was donated
to Society of the Physically Disabled (SPD), a charity
organisation in Singapore working with people with
disabilities and Mobility Aids Services & Training Centre
(MASTC) under Kampung Senang.
GIVING BACK TO
SOCIETY
SHARING
THROUGH TIME
GETTING OUR HANDS DIRTY FOR THE EARTH
SCHOOL’S TREE DAY
TIDYING UP OUR SHORES
100 FPA volunteers got their hands dirty for Planet
Ark’s annual initiative, School’s Tree Day. Planet Ark is
an Australian not-for-profit organisation with a vision
of a world where people live in balance with nature.
Three schools now have beautiful reinvented spaces to
connect the children with nature. This is our 9th year
in participation of Australia’s largest community tree-
planting and nature care event.
A total of 30 FCL staff volunteered their time to clean-up
the shores of Singapore’s popular East Coast Park beach
in March. The two-hour beach clean-up operation in the
afternoon resulted in a total of almost 10kg worth of waste
collected by the hardworking crew.
INSPIRING CHILDREN, SHAPING OUR FUTURE
themselves and collaborate with others. It was a joy to
spend time with them today. Children are our future,
and how we treat children is a reflection of us as a
community.”
The Commercial Properties team in Singapore volunteered
one of their Saturdays to spend time with the children at
the Children’s Aid Society’s Melrose Home which offers
shelter to disadvantaged children and teenagers between
the ages of 3 and 18 years. The team has been supporting
the home since 2012, focusing on helping and inspiring
these children to develop into positive and effective
individuals. This year, the team spent some time with
children aged 6 to 12 doing art and craft activities.
Leading her team in this activity was Alison Wong, General
Manager, Commercial Properties, who said, “Through
play and art, we hope to help these kids to not only learn
and develop skills, but also to encourage them to express
114
ANNUAL REPORT 2017 Beyond sharing our space, FCL also encourages employees to be directly involved in interacting with members of
our community. This not only fosters staff bonding and collaboration, but also opens our eyes to community needs
around us and the opportunities in which we can contribute to. This year, our employees volunteered more than
2,300 man-hours.
Volunteerism activities included spending time with the elderly and the young, joining races to raise funds for various
charities, cleaning up our public areas and distributing food to the underprivileged.
SGX BULL CHARGE CHARITY RUN
Every year, the SGX rallies the financial community
and its listed companies to support the needs of
underprivileged children and families, persons with
disabilities, and the elderly. FCL is a keen supporter of
this cause and continued to sponsor and participate
in the SGX Bull Charge this year, a charity run to
raise funds for five adopted beneficiaries, namely the
AWWA Ltd., Autism Association (Singapore), Fei Yue
Community Services, Shared Services for Charities
and Community Chest.
TOUCHED BY GRACIOUSNESS
AND KINDNESS
The Frasers Commercial Trust team visited St Luke’s
Eldercare at Telok Blangah in September to show care
and support to the aged community. It was a fun-filled
morning with the team joining more than 70 seniors
in games and karaoke, and handing out goodie bags
to them. After the activities at the centre, a group of
the elderly was brought to China Square Central for a
hearty lunch. “It was great for the team to go out and
connect with the larger community around us. We did
something meaningful together, which is excellent for
team bonding as well,” said Jack Lam, CEO of Frasers
Centrepoint Asset Management (Commercial) Ltd.
SERVING NUTRITIOUS MEALS
TO PEOPLE IN NEED
FPA colleagues helped out The Big Umbrella with their
payitforward campaign in Melbourne in February by
distributing surplus food to people in need on the streets
via pop-up soup stations. The Big Umbrella is a charity
organisation in Australia that commits to addressing
issues impacting marginalised people.
GIVING BACK TO
SOCIETY
SHARING
THROUGH GIFTS
FCL gives financially towards social causes either
through cash donations or in-kind gifts such as food,
hampers and vouchers. This year, FCL contributed
more than $1 million to various charities and
community groups. In Australia, our charitable and
philanthropic donations are channelled through the
Frasers Property Foundation, which has benefited
23 charities this year in a combination of corporate
donations and matching funds raised by staff
members.
GRAB A RIDE AND DO GOOD
Beginning in May this year, Frasers Centrepoint Malls
partnered with Grab, the transportation service, to
improve mobility for the elderly and disabled. Grab
gives $2 off the first 5,000 rides to any of our 12
malls. The malls then donate the value of the fare
to beneficiaries of SPD and MASTC under Kampung
Senang. The proceeds will be used to refurbish and
purchase mobility aids for them.
FOOD DONATIONS TO
UNDERPRIVILEGED RESIDENTS
AMONGST US
YewTee Point kicked off the Lunar New Year this year
with the ‘Prosperity Charity Rice Bucket Challenge’.
For every rice bucket redeemed, YewTee Point
donated 2kg of rice to Shan You Counselling Centre,
a non-profit Voluntary Welfare Organisation that
serves daily meals to the elderly in Singapore who are
vulnerable and at risk of not having daily meals. This
initiative saw about 800 kg of rice donated to the
Centre.
LIVE LIFE GET ACTIVE CONTINUES
In the second year of our national rollout of the free
Live Life Get Active outdoor fitness camps in FY2017,
we funded 21 camps across Australia. The rollout
included the first ever Live Life Get Active fitness
camp in an industrial estate, at Bossley Park in New
South Wales. Live Life Get Active supports the health
and wellbeing of the neighbourhoods we develop,
with important flow-on effects such as enhanced
social cohesion in our communities. To date, the
combined membership of the fitness camps that we
sponsor total 3,512 participants, which is worth more
than A$300,000.
DAFFODIL DAY
For the eleventh consecutive year, Central Park
Perth hosted the sale of daffodils on Daffodil Day in
support of the Cancer Council of Western Australia.
With the overwhelming support from tenants and
the public, Central Park Perth was able to raise
A$40,000 at this event to support cancer research,
run education programmes and provide support for
families affected by cancer.
SUPPORTING THE YOUNGER
GENERATION’S EDUCATION
We offer the Frasers Centrepoint Bursary Award to
children of colleagues in Singapore. It is our way of
extending a helping hand to improve the well-being of
our staff and their families, and investing in their future.
FRASERS CENTREPOINT WELLNESS AWARDS
PROJECT EMMA @ FRASERS
Project EMMA @ Frasers involves the implementation of
five units of EMMA devices at three Frasers Centrepoint
Malls - Waterway Point, Northpoint City and Causeway
Point. EMMA is a simple power add-on device which
can be fitted onto existing wheelchairs at our malls.
Designed and made by the team of SUTD students,
EMMA is easy to use and compact which makes it ideal
to be lent out at malls. Wheelchair users can now enjoy
a better shopping experience by borrowing motorised
wheelchairs instead of having to use manual ones.
FCL provided seed funding to Singapore University of
Technology and Design (SUTD) to support two of their
student-driven community projects – RUN@SUTD
2017 and Project EMMA @ Frasers.
RUN@SUTD 2017
For the second year running, the Rotaract Club at
SUTD organised RUN@SUTD with support from FCL.
RUN@SUTD is a fund-raising run with the objective of
raising awareness and funds for its beneficiary which,
for 2017, was Special Olympics Singapore (SOSG).
A total of 266 runners including 34 SOSG athletes took
part in the run that was held on 30 September 2017.
In the run-up to the event, the organisers were
provided space at four Frasers Centrepoint Malls -
Changi City Point, Eastpoint Mall, The Centrepoint and
Waterway Point to promote the event and also raise
awareness for SOSG. The event raised $6,180 for SOSG
which will be used to partially fund its athletes for the
upcoming Special Olympics World Summer Games in
2019 as well as other outreach projects.
GIVING BACK TO
SOCIETY
SHARING THROUGH
EXPERIENCES
Experiences are highly valuable. Learning is best done through hearing from another, seeing someone in action
and seeking opinions from forerunners. At FCL, we pride ourselves on creating positive changes in the industry and
regularly share our knowledge with the public and industry players.
FCL GROUP CEO SHARING AT
TWO GLOBAL FORUMS
This year, Group CEO, Panote Sirivadhabhakdi joined
well-respected corporate leaders in panel discussions at
two global forums. He shared his experience in investment
opportunities in Asia at the ICD Global Investment Forum
in Dubai and talked about future-proofing our properties
and the future of real estate at the Forbes Global CEO
Conference 2017 in Hong Kong.
SPEAKING AT GRESB RESULTS
LAUNCH ASIA 2017
At the GRESB 2017 Results Launch Asia in Singapore,
Paolo Bevilacqua, General Manager of Sustainability
& Embedded Networks at FPA, shared about how
GRESB has helped drive change in our organisation
to become one that is more holistic across
environmental, social and governance aspects.
He also contributed to a panel discussion around
sustainability best practices within the industry, as
well as what investors consider to be material for the
environment, social and governance aspects in real
asset investments.
118
ANNUAL REPORT 2017 SERVING IN THE ASSESSMENT
FOR THE URA ARCHITECTURAL
HERITAGE AWARDS
Cheang Kok Kheong, Head of D&P in FCL Singapore,
has been contributing to the Singapore national
monuments and buildings conservation efforts as
one of the judges in assessing the URA Architectural
Heritage Awards.
PRESENTING AT INTERNATIONAL
GREEN BUILDING
CONFERENCE 2017
Rory Martin, Sustainability Manager for Residential
at FPA, presented on “Sustainability – Having Those
Difficult Conversations” in this year’s International
Green Building Conference in Singapore. He shared
on how to think broadly about sustainability, how to
engage stakeholders on this topic, and how to get
from a starter’s conversation to producing genuine
sustainable outcomes.
BUILDING A HOME FOR YOUTHS
AT RISK
In August 2017, the Property Industry Foundation (PIF)
House in Blacktown, Sydney, was officially opened. The
House was a collaboration between FPA (a founding
member of PIF), PIF and Marist180. Established in
2008, the Foundation’s mission is to make a tangible
difference to the serious and persistent problem of
youth homelessness. This is achieved by partnering
with respected charities to build safe environments
and support charity-managed initiatives focused on
education, employment and wellbeing. For PIF House,
FPA provided voluntary design services, construction
expertise and project management for the A$520,000
project, which will safely accommodate five at-risk young
people, in a six-bedroom home with a live-in carer.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
119
GRI CONTENT
INDEX
The report is prepared in accordance to the guidelines laid out by the Global Reporting Initiative (GRI) Standards
“Core”.
GRI Code
GRI Standards Disclosure Requirement
Notes/Page number
ORGANISATIONAL PROFILE
Name of the organisation
Frasers Centrepoint Limited
Activities, brands, products, and services
Report Scope, pg. 81; FCL Group at a Glance pgs. 3-5;
Our Global Presence, pgs. 6-7
Location of headquarters
Corporate Information, pg. 23
102-1
102-2
102-3
102-4
Location of operations
102-5
Ownership and legal form
102-6
Markets served
102-7
Scale of the organisation
Report Scope, pg. 81; FCL Group at a Glance, pgs. 3-5;
Our Global Presence, pgs. 6-7
Group Structure, pg. 10; Notes to the Financial
Statements, pg. 189-309
Report Scope, pg. 81; FCL Group at a Glance, pgs. 3-5;
Our Global Presence, pgs. 6-7
Knowing Our People, pg. 100; FCL Group at a Glance,
pgs. 3-5; Financial Highlights, pg. 11
102-8
Information on employees and other
workers
Knowing Our People, pg. 100 Majority of activities are
carried out by employees of FCL.
102-9
Supply chain
Stakeholder and Value Chain, pg. 868; Materiality, pg. 87
102-10
Significant changes to organisation and
its supply chain
No significant changes
102-11
Precautionary principle or approach
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.
102-12
External initiatives
Materiality, pg. 87
102-13
Membership of associations
Affiliation with Industry Bodies, pg. 89
STRATEGY
102-14
Statement from senior decision-maker
Setting the Tone from the Top, pgs. 82-83
ETHICS AND INTEGRITY
102-16
Values, principles, standards, and norms
of behaviour
Setting the Tone from the Top, pgs. 82-83;
Corporate Practice, pg. 88
GOVERNANCE
102-18
Governance structure
Management Structure, pg. 86;
Corporate Governance, pgs. 133-141
120
ANNUAL REPORT 2017 GRI Code
GRI Standards Disclosure Requirement
Notes/Page number
STAKEHOLDER ENGAGEMENT
102-40
List of stakeholder groups
Stakeholder and Value Chain, ps. 86
102-41
Collective bargaining agreements
There are no collective bargaining agreements in place.
102-42
Identifying and selecting stakeholders
Stakeholder and Value Chain, pgs. 86
We have selected these stakeholders based on their
interests in our business.
102-43
Approach to stakeholder engagement
Stakeholder and Value Chain, pgs. 86
102-44
Key topics and concerns raised
Stakeholder and Value Chain, pgs. 86
MANAGEMENT PRACTICES
103-1
Explanation of the material topic and its
Boundary
Setting the Tone from the Top, pgs. 82-83;
Materiality, pg. 87
The boundaries of all our material topics are internal,
except for customer health & safety and local
communities which are both internal and external.
103-2
The management approach and its
components
Setting the Tone from the Top, pgs. 82-83;
Materiality, pg. 87
103-3
Evaluation of the management approach
Setting the Tone from the Top, pgs. 82-83;
Materiality, pg. 87; Management Structure, pg. 86
REPORTING PRACTICE
102-45
102-46
Entities included in the consolidated
financial statements
Defining report content and topic
Boundaries
Notes to the Financial Statements, pgs. 298-303
About This Report, pg. 81; Report Scope, pg. 81
102-47
List of material topics
Materiality, pg. 87
102-48
Restatements of information
No restatements
102-49
Changes in reporting
Inclusion of Frasers Logistics & Industrial Trust
102-50
Reporting period
About This Report, pg. 81
102-51
Date of most recent report
102-52
Reporting cycle
FY2016
Annual
102-53
102-54
Contact point for questions regarding the
report
Feedback and Suggestions, pg. 81
Claims of reporting in accordance with
GRI Standards
About This Report, pg. 81
102-55
GRI content index
GRI Index, pgs. 120-123
102-56
External assurance
We have not sought external assurance on this data,
however we intend to review this stance in the future.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
121
GRI CONTENT
INDEX
GRI Code
GRI Standards Disclosure Requirement
Notes/Page number
ECONOMIC PERFORMANCE
201-1
Direct economic value generated and
distributed
Financial Statements, pgs. 179-188
ANTI-CORRUPTION
205-3
ENERGY
302-1
302-3
302-4
Confirmed incidents of corruption and
actions taken
Compliance Performance, pg. 88
Energy consumption within the
organisation
Energy Management, pg. 90
All energy consumed is in the form of purchased
electricity
Energy intensity
Energy Management, pg. 90
Reduction of energy consumption
Energy Management, pg. 90
G4-CRE1
Building energy intensity
Energy Management, pg. 90
WATER
303-1
Water withdrawal by source
Water Management, pg. 92
All water consumed is from purchased utilities
G4-CRE2
Building water intensity
Water Management, pg. 92
EMISSIONS
305-2
305-4
305-5
Energy indirect (Scope 2) GHG emissions
Energy Management, pg. 90
GHG emissions intensity
Energy Management, pg. 90
Reduction of GHG emissions
Energy Management, pg. 90
G4-CRE3
Greenhouse gas (GHG) emissions
intensity from buildings
Energy Management, pg. 90
ENVIRONMENTAL COMPLIANCE
307-1
Non-compliance with environmental
laws and regulations
Compliance Performance, pg. 88
EMPLOYMENT
401-1
New employee hires and employee
turnover
Knowing Our People, pg. 100
122
ANNUAL REPORT 2017 GRI Code
GRI Standards Disclosure Requirement
Notes/Page number
LABOR/MANAGEMENT RELATIONS
402-1
Minimum notice periods regarding
operational changes
This is currently not covered in groupwide
collective agreements. The notice period varies.
This is currently not covered in groupwide
collective agreements. The notice period varies.
FCL has a Health and Safety senior management
committee
Safety First, pg. 106
Safety First, pg. 106
OCCUPATIONAL HEALTH AND SAFETY
403-1
403-2
G4-CRE6
Workers representation in formal joint
management–worker
health and safety committees
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
Percentage of the organisation
operating in verified compliance with
an internationally recognised health and
safety management system
TRAINING AND EDUCATION
404-1
404-2
Average hours of training per year per
employee
Nurturing Talent, pg. 102
Programs for upgrading employee skills
and transition assistance programs
Nurturing Talent, pg. 102
LOCAL COMMUNITIES
413-1
Operations with local community
engagement, impact assessments, and
development programs
Stakeholder and Value Chain, pg. 86;
Fostering A Sense of Belonging; pg. 110; Sharing Our
Resources, pgs. 112-119
MARKETING AND LABELLING
417-3
Incidents of non-compliance concerning
marketing communications
Compliance Performance, pg. 88
Notes
• Energy and water consumption are reported for landlord area for commercial properties and total area for serviced residences and hotels.
• Energy, GHG and water data currently cover more than 70% of completed buildings that we own and/or manage with operational control,
except the MHDV portfolio, properties that we acquired and/or began managing less than one year ago, and those undergoing asset
enhancement works.
• Grid GHG emission factors are from Singapore Energy Statistics 2017, Australia National Greenhouse Gas accounts, Covenant of Mayors
for Climate & Energy for Europe , Climate Change division of National Development and Reform Commission of People’s Republic of
China, Malaysia’s Sustainable Energy Development Authority, Department of Energy of the Philippines, Thailand Voluntary Emission
Reduction Program, India’s Central Electricity Authority , Indonesia’s Joint Crediting Mechanism, Vietnam’s Ministry of Natural Resources
and Environment, Qatar General Electricity and Water Corporation, and the United Kingdom’s Department for Environment, Food and Rural
Affairs (DEFRA) for Singapore, Australia, Hungary, France, China, Malaysia, the Philippines, Thailand, India, Indonesia, Vietnam, Qatar and
the UK respectively. For all other countries, emission factors are determined from trend analysis based on DEFRA results for the previous
two years.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
123
AWARDS AND
ACCOLADES
n n n CORPORATE
Singapore Corporate Awards
2017 – Best Investor Relations,
Listed Companies With Market
Capitalisation Of S$1 Billion And
Above Category – Bronze
Frasers Centrepoint Limited
Asia Corporate Excellence &
Sustainability Awards 2017 –
Sustainability Category –
Top Green Companies in Asia
Frasers Centrepoint Limited
Singapore Apex Corporate
Sustainability Awards 2017 –
Sustainable Business Award
Frasers Centrepoint Limited
IR Magazine Awards –
South East Asia 2017 –
Best Annual Report Category –
2nd Place
Frasers Centrepoint Limited
n n n RESIDENTIAL
BCA Building Information Modelling
(BIM) Awards 2017 – Project
Category - GoldPLUS
Northpoint City
BCA Awards 2016 – Construction
Excellence – Merit
Eight Courtyards
BCA Awards 2016 – Green Mark
GoldPLUS
North Park Residences
BCA Awards 2016 – Green Mark
Certified
QBay Residences
BCA Awards 2016 – Construction
Excellence – Merit
Waterfront Gold
124
FIABCI Singapore Property Awards
2016 – Winner – Residential, Mid
Rise Category
The Waterfront Collection
FIABCI World Prix D’Excellence
Awards 2017 – Winner –
Residential, Mid Rise Category
The Waterfront Collection
n n n COMMERCIAL
Special Event Silver Award by
Community Chest – Play it Forward
– Singapore’s Largest Charity Ball
Pool
Frasers Centrepoint Malls
Technology Award by International
Council of Shopping Centers (ICSC)
Emerging Digital – Gold
Frasers Centrepoint Malls
Pinnacle Awards 2016 – Best
Sustainable Growth REIT in Asia at
the Fortune Times REITs
Frasers Centrepoint Trust
Asia Pacific Best of Breed REITs
Awards 2017 – Gold Award for
Retail REIT (Singapore)
Frasers Centrepoint Trust
Asia’s Best First Time Sustainability
Report 2016 – Finalist
Frasers Commercial Trust
Singapore Corporate Awards (SCA)
2017 - ‘Best Annual Report’ (REITS
and Business Trusts Category) –
Gold
Frasers Commercial Trust
Global Good Governance Awards
- Best Governed and Most
Transparent Company Category
– Gold
Frasers Commercial Trust
Global Good Governance Awards
- Best Corporate Communications
and Investor Relations Category
– Gold
Frasers Commercial Trust
Outstanding Company Emergency
Response Team (“CERT”) Award
2016 by Singapore Civil Defence
Force (“SCDF”)
Causeway Point
Best Dressed Building Contest 2016
- Voters’ Choice by Orchard Road
Business Association (“ORBA”)
The Centrepoint
BCA Awards – Green Mark
Certification
YewTee Point
BCA Awards – Green Mark Gold
Northpoint Shopping Centre
BCA Awards – Green Mark Platinum
Causeway Point
BCA Awards – Green Mark for
Office Interior GoldPLUS
FCL Offices at Alexandra Point
#15-01/04, #16-01/04, #21-01/04
(2017-2021)
Occupation Health & Safety
Management System Standard
SS506 Part 1:2009/ BS OHSAS
18001:2007 – Provision of Centre
and Associated Facility Management
Services
• Frasers Centrepoint Property
Management Services Pte. Ltd. –
Retail Properties Department
• Anchorpoint
• Bedok Point
• Changi City Point
• Causeway Point
• Northpoint City (North Wing)
• YewTee Point
• Eastpoint Mall
• The Centrepoint
• Waterway Point
ANNUAL REPORT 2017 IR Magazine Awards – South East
Asia 2017 – Best Overall Investor
Relations Category
Frasers Centrepoint Trust
IR Magazine Awards – South East
Asia 2017 – Best IR by a senior
management team Category
Frasers Centrepoint Trust
IR Magazine Awards – South East
Asia 2017 – Best investor relations
officer (small to mid-cap) Category
Frasers Centrepoint Trust
IR Magazine Awards – South East
Asia 2017 – Best in Country –
Singapore
Frasers Centrepoint Trust
IR Magazine Awards – South East
Asia 2017 – Best in Sector –
Real Estate
Frasers Centrepoint Trust
Western Australia Property Awards
– Western Australia Commercial
Property of the Year, 2017
Central Park, Perth
Western Australia Property
Awards – Commercial Community
Engagement Award: CBD Property,
2017
Central Park, Perth
WOW! Awards 2017 –
Location of the Year
Central Park, Perth
Good Effort Certificate for the 3R
Awards for Shopping Malls 2017
by National Environment Agency
(“NEA”) and supported by the REIT
Association of Singapore (REITAS)
Causeway Point
Biz Safe Partner Award by
Workplace Safety and Health
Council
• Alexandra Technopark Blk A&B
• Alexandra Point
• Valley Point Office Tower/
Singapore Green Building Council
(SGBC)-Building and Construction
Authority (BCA) Sustainability
Leadership Awards – Leadership
in Design & Performance Award
(Commercial)
Alexandra Point
Singapore Facility Management (FM)
Building Owner/Occupier Award
Service Excellence 2017 – Category
of Singapore best FM Building
Owner/ Facility Occupier of the Year
• Alexandra Technopark
• China Square Central
• 55 Market Street
• Alexandra Point
• Valley Point Office Tower/
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
Biz Safe Enterprise Level Star Award
by Workplace Safety and Health
Council
• Frasers Centrepoint Property
Management Services Pte. Ltd.
• Alexandra Technopark Blk A&B
• Alexandra Point
• Valley Point Office Tower/
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
• China Square Central
• 55 Market Street
• Anchorpoint
• Bedok Point
• Causeway Point
• Changi City Point
• Eastpoint Mall
• Northpoint City (North Wing)
• The Centrepoint
• Waterway Point
• YewTee Point
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
• China Square Central
• 55 Market Street
ISO 14001:2015
• 51 Cuppage Road
• 55 Market Street
• Alexandra Point
• Alexandra Technopark
• China Square Central
• Robertson Walk
• Valley Point
ISO 50001:2011
• Alexandra Technopark Blk A&B
• China Square Central
• 55 Market Street
• Alexandra Point
• Valley Point Office Tower/
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
OHSAS 18001 Re-Certification &
SS506 Part 1
• Alexandra Technopark Blk A&B
• China Square Central
• 55 Market Street
• Alexandra Point
• Valley Point Office Tower/
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
OHSAS 18001 Certification & SS 506
Part 1
• Alexandra Technopark Blk A&B
• China Square Central
• 55 Market Street
• Alexandra Point
• Valley Point Office Tower/
Shopping Centre
• 51 Cuppage Road
• Robertson Walk
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
125
AWARDS AND
ACCOLADES
n n n AUSTRALIA
FRASERS PROPERTY AUSTRALIA
Victorian Signatory of the Year (over
2000sqm) by CitySwitch, Victoria
Frasers Property Australia
National Signatory of the Year by
CitySwitch, National
Frasers Property Australia
Australian Interior Design Awards
2017 – Workplace Design
Frasers Property Australia Head
Office
PCA Innovation & Excellence
Awards – Shopping Centre
Development
The Ponds Shopping Centre
UDIA NSW Awards for Excellence
2017 – Excellence in Commercial &
Industrial Development
Martin Brower
Gold Coast Housing & Construction
Awards 2017 – Industrial Facilities
Award
O-I Glass by De Luca
2017 Sydney Design Awards –
Marketing - Branded Experience –
Gold Winner
Wonderland, Central Park
2017 Sydney Design Awards –
Graphic Design – Publication –
Silver Winner
Absolute, Putney Hill
UDIA NSW Awards for
Excellence 2017 – Excellence in
Medium-Density Development
(Masterplanned)
Putney Hill terraces and houses
UDIA NSW Awards for Excellence
2017 – Excellence in Masterplanned
Communities
Fairwater
UDIA NSW Awards for Excellence
2017 – Excellence in Mixed-use
Development – Commendation
Clemton Park Village
UDIA NSW Awards for Excellence
2017 – Excellence in Urban
Renewal/Adaptive Reuse –
Commendation
The Gallery at Botanica
2017 Queensland Architecture
Awards – Residential Architecture –
Multiple Housing – Commendation
Atria at Hamilton Reach by
Arkhefield
Brisbane Regional Architecture
Awards – Residential Architecture –
Houses (Multiple Housing)
Atria at Hamilton Reach
UDIA National Awards for
Excellence 2017 – Residential
Development
Fairwater
UDIA NSW Awards for Excellence
2017 – Excellence in High-Density
Development
Connor Central Park
Inaugural Planning Awards for Great
New Place to Live and/or Work by
Greater Sydney Commission
Central Park
Urban Taskforce Awards 2017 –
Mixed Uses Development Award
Clemton Park Village
FRASERS INDUSTRIAL &
LOGISTICS TRUST
Fortune Times REITs Pinnacle
Awards 2017 - Most Promising REIT
in Asia
Frasers Industrial & Logistics Trust
18 NOVEMBER 2016
The Asset Triple A Country Awards
2016 – Southeast Asia category
Won Best IPO
Frasers Industrial & Logistics Trust
GRESB Real Estate Assessment
2017 - Regional Sector Leader for
Industrial (Australia / New Zealand)
Frasers Industrial & Logistics Trust
Queensland Master Builders Awards
2017 – Residential Building (high-
rise over 3 storey) $20 million – $50
million
Newport Apartments at Hamilton
Reach by Tomkins Commercial &
Industrial Builders Pty Ltd
Queensland Master Builders Awards
2017 – Refurbishment/Renovation
over $2 million
Yungaba House by Hutchinson
Builders
2017 NSW Architecture Awards –
Sustainable Architecture Award
Central Park by Tzannes and Cox
Richardson and Foster + Partners
2017 NSW Architecture Awards –
The Lloyd Rees Award for Urban
Design
Central Park by Tzannes and Cox
Richardson and Foster + Partners
126
ANNUAL REPORT 2017 n n n HOSPITALITY
FRASERS HOSPITALITY
World Travel Awards – South
Korea’s Leading Serviced Apartment
Brand 2014, 2016 & 2017
Frasers Hospitality Pte Ltd
Human Resource Vendors of
the Year Awards – Best Serviced
Apartment Company 2016
Frasers Hospitality Pte Ltd
Trophy of Excellence 2018
by Most Valuable Companies in
Hong Kong Awards
Frasers Hospitality Pte Ltd
Best Serviced Residence Operator
2013 - 2017 by Travel Trade Gazette
(TTG)
Frasers Hospitality Pte Ltd
Business Traveller Asia-Pacific
Awards – Best Luxury Serviced
Residence Brand 2016
Frasers Hospitality Pte Ltd
Best Luxury Serviced Residence
Brand in China 2017
by Business Traveller China
Frasers Hospitality Pte Ltd
Golden Horse Awards – Best
Serviced Apartment Operator of
China 2017
Frasers Hospitality Pte Ltd
Best Serviced Apartments Company
2017 by Business Traveller Middle
East
Frasers Hospitality Pte Ltd
12th China Hotel Starlight Awards,
The Centre of Asia Hotel Forum –
Best Serviced Apartment Brand of
China 2017
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 2016
Frasers Hospitality Pte Ltd
World Travel Awards – World’s
Leading Serviced Apartment Brand
2014 – 2017
Frasers Hospitality Pte Ltd
World Travel Awards – World’s
Leading Serviced Apartments 2017
Fraser Suites Le Claridge Champs-
Élysées
World Travel Awards – Australasia’s
Leading Serviced Apartments Brand
2016 - 2017
Frasers Hospitality Pte Ltd
World Travel Awards – China’s
Leading Serviced Apartment Brand
2013 - 2017
Frasers Hospitality Pte Ltd
World Travel Awards – England’s
Leading Serviced Apartment Brand
2014 – 2017
Frasers Hospitality Pte Ltd
World Travel Awards – Hungary’s
Leading Serviced Apartment Brand
2013 – 2017
Frasers Hospitality Pte Ltd
World Travel Awards – Indonesia’s
Leading Serviced Apartment Brand
2017
Frasers Hospitality Pte Ltd
Friends of the Arts Award 2017 by
Patron of The Arts Awards
Frasers Hospitality Pte Ltd
HRM Asia Readers Choice Awards –
Best Serviced Apartment Group
Frasers Hospitality Pte Ltd
Singapore Service Class Award
(S-Class)
by Spring Singapore Business
Excellence Awards
Fraser Suites Singapore
Fraser Place Robertson Walk,
Singapore
Travel & Leisure Annual Travel
Awards 2016 – Best Serviced
Apartments
Frasers Hospitality Pte Ltd
World Travel Awards – Philippines’
Leading Serviced Apartment Brand
2016
Frasers Hospitality Pte Ltd
World Travel Awards – Japan’s
Leading Serviced Apartment Brand
2015 & 2016
Frasers Hospitality Pte Ltd
World Travel Awards – Singapore’s
Leading Serviced Apartment Brand
2016
Frasers Hospitality Pte Ltd
Outstanding Serviced Apartment
Group by That’s Beijing
Frasers Hospitality Pte Ltd
Australian Hotels Association
Awards – Best Apartment/Suite
Accommodation Hotel of the Year
2016 – 2017
Fraser Suites Perth
World Travel Awards – Australasia’s
Leading Serviced Apartments 2013
- 2017
Fraser Suites Sydney
World Travel Awards – Bahrain’s
Leading Serviced Apartments 2013
- 2017
Fraser Suites Seef, Bahrain
World Travel Awards – England’s
Leading Serviced Apartments 2016
– 2017
Fraser Suites Kensington, London
World Travel Awards – France’s
Leading Serviced Apartments 2017
Fraser Suites Le Claridge Champs-
Élysées
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
127
AWARDS AND
ACCOLADES
World Travel Awards – Hungary’s
Leading Serviced Apartments 2013
– 2017
Fraser Residence Budapest
World Travel Awards – Indonesia’s
Leading Serviced Apartments 2017
Fraser Place Setiabudi Jakarta
World Travel Awards – Scotland’s
Leading Serviced Apartments 2017
Fraser Suites Edinburgh
World Travel Awards – Singapore’s
Leading Serviced Apartments 2016
& 2017
Fraser Suites Singapore
World Travel Awards – Switzerland’s
Leading Serviced Apartments 2017
Fraser Suites Geneva
2nd Largest Serviced Residence
2017 by Singapore Business Review
Business Ranking Awards
Fraser Suites Singapore
12th Largest Serviced Residence
2017 by Singapore Business Review
Business Ranking Awards
Fraser Place Robertson Walk,
Singapore
37th Largest Serviced Residence
2017 by Singapore Business Review
Business Ranking Awards
Fraser Residence Orchard, Singapore
Indonesia’s Leading Serviced
Apartment Brand 2016 – 2017
by Indonesia Travel Tourism Industry
Frasers Hospitality Pte Ltd
Indonesia’s Leading Service
Apartment & Suites 2014 - 2017
by Indonesia Travel Tourism Industry
Fraser Residence Menteng, Jakarta
Indonesia’s Brand New Serviced
Apartment of the Year 2017
by Indonesia Travel Tourism Industry
Fraser Place Setiabudi, Jakarta
128
5-STAR Property by Ministry of
Tourism and Culture Malaysia
Fraser Residence Kuala Lumpur
World Travel Awards – World’s
Leading Serviced Apartments 2016
Fraser Suites Kensington, London
Golden Horse Awards – Best
Serviced Apartment of China 2017
Fraser Suites Top Glory Shanghai
World Travel Awards –Asia’s Leading
Serviced Apartments 2014 - 2016
Fraser Suites Singapore
Experts’ Choice Award 2016 – 2017
By TripExpert
Fraser Place Kuala Lumpur
Luxury Travel Guide Awards –
Luxury City Hotel of the Year
Capri by Fraser, Kuala Lumpur /
Malaysia
Top 25 Hotels by Trip Advisor
• Fraser Residence Nankai Osaka
• Fraser Residence Budapest
Top 25 hotels for service by Trip
Advisor
• Fraser Residence Nankai Osaka
• Fraser Residence Budapest
Travellers’ Choice 2017 by Trip
Advisor
• Fraser Place Kuala Lumpur
• Fraser Residence Budapest
• Fraser Residence Kuala Lumpur
• Fraser Residence Sudirman
Jakarta
• Fraser Residence Nankai Osaka
Certificate of Excellence 2017 by
TripAdvisor
• Fraser Suites Singapore
• Fraser Place Robertson Walk,
Singapore
• Fraser Suites Guangzhou
Guest Review Award 2016 by
Booking.com
Fraser Suites Sydney
Best of Malaysia Awards – Best
Serviced Residence 2016
Fraser Residence Kuala Lumpur
Best of Malaysia Awards –
Excellence Award 2016
Fraser Place Kuala Lumpur
World Travel Awards – China’s
Leading Serviced Apartments 2013
- 2016
Fraser Suites Chengdu
World Travel Awards – Japan’s
Leading Serviced Apartments 2015
& 2016
Fraser Residence Nankai, Osaka
World Travel Awards – Malaysia’s
Leading Serviced Apartments 2015
& 2016
Fraser Residence Kuala Lumpur
World Travel Awards – South
Korea’s Leading Serviced
Apartments 2016
Fraser Place Central Seoul
Haute Grandeur Global Hotel
Awards – Best Apartment Hotel in
Europe 2016
Fraser Place Anthill Istanbul
Business Traveller Awards – Best
Smaller Hotel Chain 2016
Hotel du Vin
2016 Experts’ Choice Award by
TripExpert
Fraser Place Kuala Lumpur
Luxury Apartment of the Year for
the World by Luxury Travel Guide
Fraser Suites Suzhou
Golden Pillow Award of China’s
Hotels – China’s Best Serviced
Residence 2016
Modena by Fraser Putuo Shanghai
ANNUAL REPORT 2017 n n n INTERNATIONAL
EUROPE
Geneba Properties N.V.
Property Investor Europe - Multi
Manager of the Year 2017
Geneba Properties N.V.
THAILAND
One Bangkok
10th IFLA Asia-Pac Landscape
Architecture Awards 2017
One Bangkok
TICON Industrial Connection
EDGE (Excellence in Design for
Greater Efficiencies) Certificate 2017
TPARK Bangplee 4
Thailand’s Private Sector Collective
Action Coalition Against Corruption
(CAC) Certificate 2017
Haute Grandeur Award – Best
Apartment Hotel - Continent
Europe 2016
Fraser Place Anthill Istanbul
World Travel Awards – Europe’s
Leading Serviced Apartments 2016
Fraser Suites Kensington, London
HRM Asia Readers Choice Awards –
Best Business Hotel
Capri by Fraser, Changi City /
Singapore
Best Apartment/Suite Hotel
of the Year 2016 by Tourism
Accommodation Australia
Fraser Suites Sydney
Outstanding Experience for Best
Host Award Year 2015 – 2016 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
Defense
• 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
• Capri by Fraser, Brisbane /
Australia
• Capri by Fraser, Changi City /
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
Asia Pacific Best of The Breeds REITs
Awards 2017 – Best Hospitality REIT
- silver
Frasers Hospitality Trust
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
129
ENTERPRISE-WIDE RISK
MANAGEMENT (ERM)
Enterprise-wide Risk Management (ERM) is an essential
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 at all levels,
the management of the Company (the Management)
creates and preserves value for the Group.
The Board of Directors (Board) is responsible for the
governance of risks across the Group and ensuring that
the Management maintains a sound system of risk man-
agement 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,
as well as to ensure the adequacy and effectiveness of
risk management policies and procedures. The RMC
comprises members of the Board who meet quarterly to
review material risk issues and the mitigating strategies.
All material risks and risk issues are reported to the RMC
for review.
The RMC, on behalf of the Board, approves the Group’s
risk tolerance statements, which set out the nature
and extent of the significant risks that the Group is
willing to take in achieving its strategic objectives.
The risk tolerance statements are supported by the
risk thresholds which have been developed by the
Management. These thresholds set the risk boundaries
in various strategic and operational areas and serve as a
guide for the Management in their decision making. The
risk tolerance status is reviewed and monitored closely
by the Management. Any risk that has escalated beyond
its threshold will be highlighted and addressed, and
together with its associated action plan, will be 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 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 consistently review
risks and ensure the control measures are effective. They
are responsible for the development, implementation
and practice of ERM within the business unit. Emerging
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.
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 levels have
been identified and the mitigating measures are
effective and adequate. The result of the ERM validation
for the financial year ended 30 September 2017 was
reported and presented to the RMC. At this annual
ERM validation, the Management provided assurances
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.
130
ANNUAL REPORT 2017 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 risk and risk 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 improved its business
continuity management capability by enhancing its Crisis
Management Plan at the FCL Corporate level. Business
continuity plans for the corporate departments were
also developed to guide the departments in the event
of a business interruption. 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 material risks
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.
Inconsistent and frequent changes in regulatory policies
as well as security threats 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, keeping abreast of economic, political
and regulatory changes as well as stepping up the crisis
preparedness of FCL’s properties. 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 273 to 280.
Human Capital Risk
The Group views its human capital as a key factor for
driving growth. As such, talent management, employee
engagement, the 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, succession
planning, corporate wellness programs and staff
development programs. Details on the various programs
and initiatives can be found in the Sustainability Report
section of the Annual Report on pages 102 to 105.
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 while in their employment with the Group.
A Whistle-Blowing Policy has also been 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
149 to 151.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
131
ENTERPRISE-WIDE RISK
MANAGEMENT (ERM)
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.
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 Systems in key operation areas
to manage the risks. The Group has achieved OHSAS
18001 and ISO14001 certification for some of its key
operations. During the financial year, the Singapore
Retail Mall Management has been certified OHSAS
18001, while the Singapore Office Building Management
has achieved the ISO14001 (Environment) and ISO50001
(Energy) certification. The Group will continue to extend
the coverage of EHS Management Systems to a wider
scope of operations in the future.
FCL 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 80 to 119.
132
ANNUAL REPORT 2017 Good corporate governance is essential to the success of Frasers Centrepoint Limited’s (“FCL” or the “Company”)
business 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 under 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 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 (the “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 for approval by the Board. 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
133
CORPORATE GOVERNANCE Under the MOA, the following matters are specifically reserved for the approval of the Board:
(1)
(2)
(3)
(4)
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; and
the sale or disposal of the whole or substantially the whole of the undertaking or assets of the Company.
Further, the establishment of Board Committees or Board sub-committees and the determination, amendment or
alteration of the Terms of Reference of any Board Committee or Board sub-committee are also matters reserved for
the Board’s approval.
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 Chief Executive Offer (“CEO”) or any other interested persons (as defined in the Listing Manual of the SGX-ST (the
“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 2017 (“FY2017”), the Board met 6
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.
134
CORPORATE GOVERNANCEANNUAL REPORT 2017 The number of Board meetings and Board Committee meetings held in FY2017 and the attendance of Directors at
these meetings are as follows:
Meetings held for FY2017
Mr Charoen Sirivadhanabhakdi
Khunying Wanna Sirivadhanabhakdi
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Tan Pheng Hock
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Board
EXCO
6
3
-
6
-
-
-
6
-
-
-
-
Audit
Committee
5
-
-
5
-
-
-
5
-
-
-
5
Board
6
6
6
5
5
6
3
6
6
6
6
6
Risk
Management
Committee
4
-
-
3
4
-
-
-
3
4
-
-
Remuneration
Committee
1
-
-
1
1
1
-
-
-
-
-
-
Nominating
Committee
-(1)
-
-
-
-
-
-
-
-
-
-
-
Note:
(1) Decisions of the NC during FY2017 were made by way of written resolutions.
Director Orientation and Training
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, how 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 facilitates communication 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 standards, 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 updates and training from SID to stay abreast of relevant developments in financial, legal and regulatory
requirements, and the business trends. During FY2017, the Board was updated on electronic communication and
changes to the Companies Act, Chapter 50 of Singapore (the “Companies Act”) and the Listing Manual, as well as the
disclosure regime for Directors under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”).
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
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CORPORATE GOVERNANCE Principle 2: Board Composition and Guidance
Board Composition
As of 30 September 2017, the Board comprised 10 non-executive Directors and one executive Director(1). No alternate
directors have been appointed on the Board for FY2017. 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. The Directors of the Company are:
Mr Charoen Sirivadhanabhakdi (Chairman)
Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)
Mr Charles Mak Ming Ying(2)
Mr Chan Heng Wing (3)
Mr Philip Eng Heng Nee(2)
Mr Tan Pheng Hock (1)
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi(1) (3)
Mr Sithichai Chaikriangkrai(2)
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. Mr Tan Pheng Hock was
appointed as a non-executive and independent Director of the Company on 20 March 2017, resulting in the composition of the Board of Directors
to comprise 10 non-executive Directors and one executive Director as of 30 September 2017.
(2) Mr Charles Mak Ming Ying, Mr Philip Eng Heng Nee, Mr Wee Joo Yeow and Mr Sithichai Chaikriangkrai were re-appointed to the Board at the annual
general meeting held on 24 January 2017.
(3) With effect from 1 October 2016, Mr Panote Sirivadhanabhakdi 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 current Board comprises six independent directors (the “Independent Directors”), namely, Mr Charles Mak Ming
Ying, Mr Chan Heng Wing, Mr Philip Eng Heng Nee, Mr Tan Pheng Hock, 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 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 six 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 2017, 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 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.
136
CORPORATE GOVERNANCEANNUAL REPORT 2017 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 disruption 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.
The Directors are provided with accurate, complete and timely information and have direct and unrestricted access to
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 make 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)
Mr Charles Mak Ming Ying(1)
Mr Chotiphat Bijananda(1)
Mr Wee Joo Yeow(2)
Mr Panote Sirivadhanabhakdi(1)
Mr Sithichai Chaikriangkrai(1)
Chairman
Vice-Chairman
Vice-Chairman
Member
Member
Member
Notes:
(1) Mr Charoen Sirivadhanabhakdi, Mr Charles Mak Ming Ying, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi and Mr Sithichai Chaikriangkrai
were appointed to the EXCO on 25 October 2013.
(2) Mr Wee Joo Yeow was appointed to the EXCO on 10 March 2014.
The EXCO provides overall direction as well as oversees the general management of the Company and the Group.
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 competencies 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, 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
137
CORPORATE GOVERNANCE 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.
Principle 3: Chairman and Chief Executive Officer
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. None of the CEOs
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.
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 supports the Company in its bid to promote, attain and
maintain highest standards of corporate governance and transparency. The Chairman also sees to it that there is overall
effective communication 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
if 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.
138
CORPORATE GOVERNANCEANNUAL REPORT 2017 Principle 4: Board Membership
Nominating Committee
The Nominating Committee (or NC) is made up of the following Directors:
Mr Weerawong Chittmittrapap
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Chotiphat Bijananda
Chairman
Member
Member
Member
A majority of the members of this 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.
The NC is guided by written Terms of Reference approved by the Board 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
reviews nominations for appointments to the Board of the Company and its subsidiaries.
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 17.
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 is of the view 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 FY2017,
where a Director had other listed company board representations and/or other principal commitments, the Director
was able to carry out 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 network of contacts and/or engage external professional headhunters to assist with identifying and shortlisting
candidates.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
139
CORPORATE GOVERNANCE 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.
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 FY2017, the NC has performed a review of the independence of the Directors as at 30 September 2017 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 Tan Pheng Hock(2)
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda(3)
Mr Panote Sirivadhanabhakdi(4)
Mr Sithichai Chaikriangkrai(5)
Notes:
Non-Independent
Non-Independent
Independent
Independent
Independent
Independent
Independent
Independent
Non-Independent
Non-Independent
Non-Independent
(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 59.07% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment
Limited, holds 28.39% interest in the Company. Mr Charoen Sirivadhanabhakdi is married to Khunying Wanna Sirivadhanabhakdi
(2) Mr Tan Pheng Hock was appointed as a non-executive and independent Director of the Company on 20 March 2017.
(3) Mr Chotiphat Bijananda is the son-in-law of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi and a director of TCCA.
(4) 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.
(5) Mr Sithichai Chaikriangkrai is a director, the senior executive vice president and the chief financial officer of ThaiBev.
140
CORPORATE GOVERNANCEANNUAL REPORT 2017
Key Information regarding Directors
Key information on the Directors is set out on pages 12 to 17.
Principle 5: Board Performance
The effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board is
assessed annually.
All Directors are required to assess the performance of the Board and the Board Committees. The assessment
covers areas such as Board processes, managing the Company’s performance, effectiveness of the Board and Board
Committees, and Director development.
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 appoints an independent third
party to facilitate the process of conducting a Board assessment survey from time to time. Ernst & Young Advisory
Pte. Ltd. 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 the 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
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
141
CORPORATE GOVERNANCE 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 SFA, Companies Act 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 acts as a channel of communication 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 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.
B. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Remuneration Committee
As at 30 September 2017, the Remuneration Committee (or RC) is made up of non-executive Directors, all of whom,
including the Chairman, are Independent Directors. It comprises the following members:
Mr Philip Eng Heng Nee
Mr Charles Mak Ming Ying
Mr Chan Heng Wing (1)
Chairman
Member
Member
Note:
(1)
With effect from 1 October 2016, Mr Panote Sirivadhanabhakdi 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 reviews the remuneration framework for the
non-executive Directors, the Group CEO, key management executives (such as the CEOs of the strategic business units
(“SBUs”) of the Company) (the “Key Management Executives”) and other management personnel of the Company.
The RC also reviews and makes recommendations on the specific packages and service terms for Group CEO and Key
Management Executives for endorsement by the Board.
Remuneration Framework
The RC reviews, for endorsement by the Board, the remuneration framework which covers all aspects of remuneration
including salaries, allowances, performance bonuses, grant of share awards and incentives for the Group CEO and
the Key Management Executives of the Company and fees for the non-executive Directors. When conducting such
reviews, the RC takes into account the performance of the Company and individuals, where applicable. The RC also
reviews the level and mix of remuneration and benefits, policies and practices (where appropriate) of the Company.
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CORPORATE GOVERNANCEANNUAL REPORT 2017 No Director is involved in deciding his/her remuneration. Non-executive Directors do not receive options, share-based
incentives or bonuses. Mr Panote Sirivadhanabhakdi, the Group CEO and an executive Director, does not receive any
fee for serving on the Board and Board Committees. As he is also an associate of a substantial shareholder, he does not
participate in the Group’s share-based Restricted Share Plan (“RSP”) and Performance Share Plan (“PSP”). The Group
CEO’s long term incentive is based on similar performance targets, performance periods and achievement factors
to the RSP and the PSP. Non-independent Directors will also abstain from any decisions relating to the Group CEO’s
remuneration.
The RC aligns the Group CEO’s leadership, through appropriate remuneration and benefits policies, with the Company’s
strategic objectives and key challenges. Performance targets will also be set for the Group CEO and his performance
evaluated yearly.
In the process of reviewing the remuneration framework, the RC also takes into consideration the Group’s Compensation
Philosophy and Principles.
Compensation Philosophy
The Group seeks to incentivise and reward consistent and sustained performance through market competitive,
internally equitable, performance-orientated and shareholder-aligned compensation programmes. This compensation
philosophy serves as the foundation for the Group’s remuneration framework, and guides the Group’s remuneration
framework and strategies. In addition, the Group’s compensation philosophy seeks to align the aspirations and interests
of its employees with the interests of the Group and its shareholders, resulting in the sharing of rewards for both
employees and shareholders on a sustained basis.
The Group’s comprehensive human capital strategy serves to attract, motivate and retain employees. The Group aims
to connect employees’ desire to develop and fulfil their aspirations with the growth opportunities afforded by the
Group’s ambitious vision and corporate initiatives.
Compensation Principles
All compensation programme design, determination and administration are guided by the following principles:
(a)
Pay for Performance
The Group’s Pay-for-Performance principle encourages excellence, in a manner consistent with the Group’s
core values. The Group takes a total compensation approach, which recognises the value and responsibility of
each role, and differentiates and rewards performance through its incentive plans.
(b)
Shareholder Returns
Performance measures for incentives are established to drive initiatives and activities that are aligned with both
short-term value creation and long-term shareholder wealth creation, thus ensuring a focus on delivering
superior shareholder returns.
(c)
Sustainable Performance
The Group believes sustained success depends on the balanced pursuit and consistent achievement of short
and long-term goals. Hence, variable incentives incorporate a significant pay-at-risk element to align employees
with sustainable performance for the Group.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
143
CORPORATE GOVERNANCE
(d) Market Competitiveness
The Group aims to be market competitive by benchmarking its compensation levels with relevant comparators
accordingly.
However, the Group embraces a holistic view of employee engagement that extends beyond monetary rewards.
Recognising each individual as unique, the Group seeks to motivate and develop employees through all the levers
available to the Group through its comprehensive human capital platform, including learning and development and
career advancement through vertical, lateral and diagonal moves within the Group.
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 FY2017, Hay Group
was appointed as the Company’s remuneration consultant. The Company does not have any relationship with the
remuneration consultant which would affect their independence and objectivity.
Principle 8: Level and Mix of Remuneration
The Company’s remuneration framework comprises fixed and variable components, which include short-term and
long-term incentives. The Company links executive remuneration to company and individual performance. Company
performance is measured based on pre-set financial and non-financial indicators. Individual performance is measured
via employee’s annual appraisal based on indicators such as core values, competencies and key result areas. The
potential of the employee is also taken into consideration.
Fixed Component
The fixed component in the Company’s remuneration framework is structured to reward employees for their role
performed, and is benchmarked against relevant industry market data.
It comprises base salary, fixed allowances and any statutory contribution.
Variable Component
The variable component in the Company’s remuneration framework is structured to incentivise sustained performance
in both the short and long term. The variable incentives are measured based on quantitative and qualitative targets and
overall performance will be determined at the end of the year and approved by the RC.
1.
Short Term Incentive Plans
The short term incentive plans (“STI Plans”) aim to incentivise excellence in performance in the short term.
All Key Management Executives are assessed using a balanced scorecard with pre-agreed financial and non-
financial Key Performance Indicators (“KPIs”). The financial KPIs consist of Group and, where applicable, SBU
targets. Each financial KPI has 3 levels of targets, namely threshold, target and stretch. Non-financial KPIs may
include measures on People, Corporate Governance, etc. These targets are established prior to each financial
year.
At the end of the financial year, the achievements are measured against the pre-agreed targets and the final
short term incentives of each Key Management Executive are determined.
The RC has absolute discretion to decide on the final short term incentives that are awarded, taking into
consideration any other relevant circumstances.
144
CORPORATE GOVERNANCEANNUAL REPORT 2017 2.
Long Term Incentive Plans
The RC administers the Company’s long term incentive plans (“LTI Plans”), namely, the RSP and the PSP(1).
Note:
(1) The RSP and PSP were approved by the Board and adopted on 25 October 2013.
Through the LTI Plans, the Company seeks to foster a greater ownership culture within the Group by aligning
more directly the interests of Group CEO, Key Management Executives 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 future performance of the Company. The PSP applies to
senior Management in key positions who shoulder the responsibility of the Company’s future performance
and who are able to drive the growth of the Company through superior performance. They serve as further
motivation to the participants in striving for excellence and delivering long-term shareholder value.
Under the RSP and the PSP, the Company grants share-based awards (“Base Awards”) with pre-determined
performance targets being set over the relevant 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 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 RSP and PSP 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 (“Final Awards”) will depend on the achievement of the pre-determined targets
at the end of the performance period. If such targets are exceeded, more shares than the Base Awards can be
delivered, subject to a maximum multiplier 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%)
in aggregate of the issued share capital of the Company over the life of the RSP and the PSP of ten years
respectively.
Participants holding key positions 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.
The RC has absolute discretion to decide on the Final Awards, taking into consideration any other relevant
circumstances.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
145
CORPORATE GOVERNANCE 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 at Board meetings and Board Committee meetings. No Director decides his own
fees. The Company engages consultants to review Directors’ fees for benchmarking 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 Board 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.
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 and Company’s performance. In determining the short-term incentives, both Group and SBU’s
financial and non-financial performance as per the balanced scorecard are taken into consideration. This is to ensure
employees’ remuneration are linked to performance.
In relation to long term incentives, the Company has implemented the RSP and the PSP as set out above. The release
of long term incentive awards 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 FY2017,
all of the pre-determined target performance levels for the RSP and the PSP grants were met.
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.
146
CORPORATE GOVERNANCEANNUAL REPORT 2017 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
FY2017 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 Tan Pheng Hock
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Notes:
Remuneration
$
-(1)
-(1)
273,500
151,500
161,000(2)
44,419(3)
159,500
143,500
187,500
-(4)
184,500
(1) Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi waived payment of Directors’ fees due to them.
(2) Excludes $119,000 and $105,217 being payment of directors’ fees from FCL’s subsidiaries, Frasers Centrepoint Asset Management Ltd and Frasers
Property Australia Pty Ltd respectively.
(3) Mr Tan Pheng Hock was appointed as a non-executive and independent Director of the Company on 20 March 2017.
(4) Mr Panote Sirivadhanabhakdi, the Group CEO, who is an executive Director, is not paid Director’s fees.
Remuneration of Group
CEO for FY2017
Mr Panote Sirivadhanabhakdi
Remuneration
($)
3,178,583
Salary
%
29
Bonus
%
35
Allowances
& Benefits
%
10
Long Term
Incentives(1) %
26(2)
Total
%
100
Remuneration of Key Management
Executives for FY2017
Between $3,000,001 and $3,250,000
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:
Notes:
Salary
%
Bonus
%
Allowances
& Benefits
%
Long Term
Incentives(1)
%
38
44
42
46
41
42
29
27
21
30
3
5
5
6
4
17
22
26
27
25
Total
%
100
100
100
100
100
$8,134,459
(1) The value of Long Term Incentives was calculated based on the closing share price of $1.55 on 21 December 2016.
(2)
The Long Term Incentives for Mr Panote Sirivadhanabhakdi will be paid in the form of cash based on similar performance targets, performance
periods and achievement factors to the RSP and the PSP.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
147
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 2017, save for Mr Panote Sirivadhanabhakdi, the Group CEO, there are no employees within the
Group who is an immediate family member of a Director or the Group CEO, and whose remuneration exceeds $50,000
during the year. Mr Panote Sirivadhanabhakdi is an immediate family member of the Chairman of the Board.
Directors’ Fees
The Company’s Board fee structure for FY2017 is as set out below.
Attendance Fee
(for physical
attendance in
Singapore or
home country of
Director)
($)
Attendance Fee
(for physical
attendance
outside Singapore
(excluding home
country of
Director))
($)
Attendance Fee
(for attendance
via tele / video
conference)
($)
Basic Fee
($)
Board
- Chairman
- Lead Independent Director
- Member
Audit Committee and Board EXCO
- Chairman
- Member
Nominating Committee, Remuneration Committee and Risk Management Committee
- Chairman
- Member
150,000
95,000
75,000
3,000
1,500
1,500
55,000
30,000
35,000
20,000
3,000
1,500
3,000
1,500
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
4,500 per trip
1,000
1,000
1,000
1,000
1,000
1,000
1,000
Shareholders’ approval has been obtained at the AGM of the Company on 24 January 2017, for the payment of the
Directors’ fees for FY2017 amounting up to $2,000,0000.
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).
The Company 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, the Company aims to present a
balanced and clear assessment of the Group’s performance, position and prospects.
148
CORPORATE GOVERNANCEANNUAL REPORT 2017 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 the 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. The meetings serve as a forum to review and discuss material risks and exposures of the Group’s businesses
and 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 2017, five out of the six members of the RMC are non-executive Directors, and the RMC comprises
three Independent Directors.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
149
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 the 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 130 to 132.
Periodic updates are provided to the RMC on the Group’s risk profile. These updates include assessments of the
Group’s key risks by major business units, risk categories, and the risk status and changes in plans undertaken by the
Management to manage key risks, as well as 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 and 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 2017, (a)
the financial records of the Group have been properly maintained and the financial statements for FY2017 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 2017 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 2017 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 2017 to address financial, operational, compliance and information
technology risks, which the Group considers relevant and material to its operations.
150
CORPORATE GOVERNANCEANNUAL REPORT 2017 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 2017 to address
risks which the Group considers relevant and material to its operations.
The Board notes that the system of internal controls and risk management provides reasonable, but not absolute,
assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it works
to achieve its business objectives. In this regard, the Board also notes that no system of internal controls and risk
management can provide absolute assurance against the occurrence of material errors, poor judgment in decision
making, human error, losses, fraud or other irregularities.
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 also has committed reasonable resources to enable the AC to discharge its functions
effectively.
During the year, the key activities of the AC included the following:
•
reviewing the quarterly and full-year financial results and related SGX-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;
•
•
•
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
151
CORPORATE GOVERNANCE •
•
•
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; and
reviewing whistle-blowing investigations within the Group and ensuring appropriate follow-up actions, if
required.
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 so that
they are kept abreast of such changes and its corresponding impact on the financial statements, if any.
In the review of the financial statements for FY2017, the AC have discussed the following key audit matters identified
by the external auditors with Management:
Key audit matter
Review by the AC
Valuation of development properties for
sale
Valuation of investment properties
The AC considered the methodology applied to the valuation of
development properties held for sale, focusing on development
projects in markets faced with challenging conditions or, with slower
than expected sales. Where appropriate, the AC had inquired of the
Management on its basis and its strategy to sell the unsold units.
The AC has also considered the findings of the external auditors on
the Management’s assessment of the net realisable value of these
development projects.
The AC was satisfied with the approach and assessment adopted
by the Management in arriving at the net realisable value of the
development projects as at 30 September 2017.
The AC considered the methodologies and key assumptions applied
by the valuers in arriving at the valuation of the properties.
The AC reviewed the outputs from the year-end valuation process
of the Group’s investment properties and discussed the details of the
valuation with the Management, focusing on significant changes in
fair value measurements and key drivers of the changes.
The AC considered the findings of the external auditors, including
their assessment of the appropriateness of valuation methodologies
and the underlying key assumptions applied in the valuation of
investment properties.
The AC was satisfied with the valuation process, the methodologies
used and the valuation for investment properties as adopted as at 30
September 2017.
152
CORPORATE GOVERNANCEANNUAL REPORT 2017 Key audit matter
Review by the AC
Recoverability of intangible assets
Significant business acquisitions
The AC considered the methodologies and key assumptions applied
by the Management for its annual impairment tests of the Group’s
intangible assets.
The AC also considered the external auditors’ findings on the
Management’s estimates of the recoverable amounts supporting the
intangible assets, the methodologies applied and key assumptions
used. Where applicable, the AC was briefed on the sensitivity of the
key assumptions on the available headroom.
The AC was satisfied with the methodologies and key assumptions
used in supporting the Management’s assessment of the carrying
value of the intangible assets as at 30 September 2017.
The AC considered the Management’s use of independent valuation
specialists to assist the Management in arriving at its purchase price
allocation (“PPA”) assessments. The PPA assessments involved the
use of valuation methodologies and certain assumptions to derive
the fair value estimates of identified assets and liabilities and the
resulting goodwill, if any.
The AC also considered the findings of the external auditors on the
PPA assessments performed by the Management.
The AC was satisfied that the PPA exercise was conducted
appropriately and the methodologies used and the amounts adopted
in the financial statements were appropriate.
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 its audit and the independence
of the auditors, and recommends its appointment to the Board. In the AGM held on 24 January 2017, KPMG LLP was
reappointed by Shareholders as the external auditors of the Company for FY2017. 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 FY2017, 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
153
CORPORATE GOVERNANCE The Company has complied with Rule 712 of the 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 Listing Manual which requires that the same auditing firm of the Company based in Singapore audits its
Singapore-incorporated subsidiaries and significant associated companies, and that a suitable auditing firm be engaged
for its significant foreign-incorporated subsidiaries and associated companies.
Whistle-Blowing Policy
In line with the Company’s commitment to 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 include:
(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.
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 FY2017, the Head of the FCL Group IA reports directly to the Chairman of the AC and administratively, to the Group
CEO.
For FY2017, 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 comprises 20 professional
staff. The Head of the FCL Group IA and the Singapore-based 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 or 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.
154
CORPORATE GOVERNANCEANNUAL REPORT 2017 During FY2017, 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.
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 Singapore Corporate
Awards held on 18 July 2017, FCL was presented a bronze award for Best Investor Relations in the category for listed
companies with market capitalisation of $1 billion and above. 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 76 to 77.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
155
CORPORATE GOVERNANCE As previously disclosed in the Introductory Document, the Company intends to recommend dividends of up to 75%
of its net profit after tax after considering factors such as its level of cash and reserves, results of operations, business
prospects, capital requirements and surplus, general financial condition, contractual restrictions, the absence of any
circumstances which might reduce the amount of reserves available to pay dividends and other factors relevant to the
Board (including the expected financial performance of FCL).
Principle 16: Conduct of Shareholder Meetings
The Board supports and encourages active shareholder participation at AGMs as it believes that general meetings serve
as an opportune forum for Shareholders to meet the Board and senior Management, and to interact with them.
The Company’s 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 minutes of Shareholders’ meetings which captures the matters
approved by shareholders and voting results are prepared by the Company.
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 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.
156
CORPORATE GOVERNANCEANNUAL REPORT 2017 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) In what
respect do
these alternative
corporate governance practices achieve the
objectives of the principles and conform to
the guidelines in the Code?
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
current
the
composition of
the Board provides
diversity of each of the following – skills,
experience, gender and knowledge of the
Company, and elaborate with numerical
data where appropriate.
(b) See above.
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, accounting
and legal to relevant industry knowledge,
entrepreneurial and management experience,
and familiarity with regulatory requirements
and risk management. Please refer to pages
12 to 17 (write-up on Directors) and pages
136 to 137 of this Annual Report.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
157
CORPORATE GOVERNANCE Guideline
Questions
How has the Company complied?
(c) What steps has the Board taken to achieve
the balance and diversity necessary to
maximize its effectiveness?
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
(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 FCL and its
subsidiaries (the “Group”). Please also refer to
Guideline 4.6 below on the process for Board
succession planning. Please refer to page 138
of this Annual Report.
(i) The NC takes the lead in identifying, evaluating
and selecting suitable 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
properly qualified
re-appointment
by virtue of their skills, experience and
contributions. Please also refer to pages 139
to 140 of this Annual Report.
for
Guideline 1.6
(a) Are new directors given formal training? If
(a) Yes. Please also refer to page 135 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)
158
their
responsibilities
New Directors are given a letter of
appointment setting out, among other
things, a Director’s duties and obligations
as
including
fiduciaries and, how
to deal with
conflicts of interest that may arise. A
comprehensive orientation programme
is also conducted to familiarise new
appointees with the business activities,
strategic
key
business risks, the regulatory enviroment
in which the Group operates, corporate
governance practices of the Group, as
well as their statutory and other duties
and responsibilities as Directors. Please
also refer to page 135 of this Annual
Report.
directions,
policies,
CORPORATE GOVERNANCEANNUAL REPORT 2017 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?
(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 in financial,
legal and regulatory requirements. Please
also refer to page 135 of this Annual
Report.
(a) The Company has not prescribed a
maximum number of listed company board
representations that a Director may hold.
Please also refer to page 139 of this Annual
Report.
(b) The NC is tasked with determining whether
each Director
to adequately
is able
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 139 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 139 of this Annual Report.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
159
CORPORATE GOVERNANCE Guideline
Questions
How has the Company complied?
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?
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.
(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 Board Committees, and Director
development. Please also refer to page 141
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.
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 2.2 of the
Code, as its Independent Directors make up half
of the Board when the Chairman and the Group
CEO are immediate family members. Please also
refer to page 137 of this Annual Report.
(a) No. Please also refer to page 137 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.
160
CORPORATE GOVERNANCEANNUAL REPORT 2017 Guideline
Questions
How has the Company complied?
Disclosure on Remuneration
Yes. Please refer to pages 147 to 148 of this
Annual Report.
(a) Yes. Please refer to pages 147 to 148 of this
Annual Report.
Guideline 9.2
Guideline 9.3
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/
stock options
bonuses,
granted, share-based incentives and awards, and
other long-term incentives? If not, what are the
reasons for not disclosing so?
benefits-in-kind,
(a) Has the Company disclosed each key
management personnel’s
remuneration,
in bands of S$250,000 or in more detail,
as well as a breakdown (in percentage or
dollar terms) into base/fixed salary, variable
or performance-related
income/bonuses,
benefits-in-kind, stock options granted,
share-based incentives and awards, and
other long-term incentives? If not, what are
the reasons for not disclosing so?
(b) Please disclose the aggregate remuneration
paid to the top key management personnel
(who are not directors or the CEO).
(b) The Company has disclosed the aggregate
remuneration paid to the top five key
management personnel. Please refer to page
147 of this Annual Report.
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.
As at 30 September 2017, save for Mr Panote
Sirivadhanabhakdi, the Group CEO, there is no
employee 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. Mr Panote Sirivadhanabhakdi is an
immediate family member of the Chairman of the
Board.
(a) Please refer to pages 144 to 146 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 144 to 146 of this
Annual Report.
(c) Were all of these performance conditions
(c) Please refer to pages 144 to 146 of this
met? If not, what were the reasons?
Annual Report.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
161
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?
forecasts,
is sought. Such
relevant financial
The Management provides the Board with detailed
Board papers specifying relevant information and
commercial rationale for each proposal for which
Board approval
information
risk
includes
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. Please refer to
pages 141 to 142 of this Annual Report.
Guideline 13.1 Does the Company have an internal audit
function? If not, please explain why.
Yes. Please refer to pages 154 to 155 of this
Annual Report.
Guideline 11.3
(a) 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.
Please refer to pages 150 to 151 of this
Annual Report.
162
CORPORATE GOVERNANCEANNUAL REPORT 2017
Guideline
Questions
How has the Company complied?
(b)
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 a true and fair view of the
Company’s operations and finances; and
(ii) the Company’s risk management and
internal control systems are effective? If
not, how does the Board assure itself of
points (i) and (ii) above?
The Board has received assurance from the Group
CEO and the CFO of the Company that as at 30
September 2017, (a) the financial records of the
Group have been properly maintained and the
financial statements for FY2017 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 2017 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 2017 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 2017 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 2017 to address
risks which the Group considers relevant and
material to its operations. Please also refer to
pages 154 to 155 of this Annual Report.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
163
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
2017, 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 to their
questions? How often does the Company
meet with institutional and retail investors?
(a) The Company, through its Investor Relations
(the “IR”) team communicates regularly with
shareholders and the investment community,
with timely disclosures of material and other
pertinent
regular
dialogues and announcements to SGX-ST.
Please refer to page 155 of this Annual Report.
information,
through
(b) Is this done by a dedicated investor relations
team (or equivalent)? If not, who performs
this role?
(b) Yes. Please refer to page 155 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
team
together with
senior
management
investor
participates
seminars, conferences, and one-on-one and
group meetings. Please refer to page 155 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.
164
CORPORATE GOVERNANCEANNUAL REPORT 2017
FINANCIAL
STATEMENTS
CONTENTS
166
Directors’ Statement
173
Independent Auditors’ Report
179
Consolidated Profit Statement
180
Consolidated Statement of
Comprehensive Income
181
Balance Sheets
182
Statements of Changes in Equity
186
Consolidated Cash Flow
Statement
189
Notes to the Financial Statements
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
165
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 2017.
1.
OPINION OF THE DIRECTORS
In the opinion of the Directors,
(i)
the consolidated financial statements of the Group set out in pages 179 to 309 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 2017
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 2017; 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:
Mr Charoen Sirivadhanabhakdi
Khunying Wanna Sirivadhanabhakdi
Mr Panote Sirivadhanabhakdi
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Tan Pheng Hock
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda
Mr Sithichai Chaikriangkrai
(Chairman)
(Vice Chairman)
(Appointed on 20 March 2017)
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.
166
ANNUAL REPORT 2017
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$700,000,000 5.00% Subordinated
Perpetual Securities (Series 5)
– 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$700,000,000 5.00% Subordinated
Perpetual Securities (Series 5)
– Fraser and Neave, Limited
• Ordinary Shares
– Fraser & Neave Holdings Bhd
• Ordinary Shares
– TCC Assets Limited
• Ordinary Shares
Direct Interest
As at
1 Oct 2016
As at
30 Sep 2017
Deemed Interest
As at
1 Oct 2016
As at
30 Sep 2017
–
–
–
–
–
– 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 2017, 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
(“Siriwana”), which in turn holds an aggregate of approximately 45.27% direct interest in Thai Beverage Public Company Limited (“ThaiBev”).
This comprises a direct interest of 43.68% and an indirect interest of 1.59% held through Sirisopha Company Limited (“Sirisopha”). Siriwana
holds an approximate 99.98% direct interest in Sirisopha which in turn holds an approximate 1.59% direct interest in ThaiBev.
Further, Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 100% direct interest in MM Group Limited
(“MM Group”). MM Group holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”)
and Golden Capital (Singapore) Limited (“GC”). Maxtop holds a 17.23% direct interest in ThaiBev; RM holds a 3.32% direct interest in ThaiBev;
and GC holds a 0.06% direct interest in ThaiBev.
ThaiBev holds a 100% direct interest in International Beverage Holdings Limited, which in turn holds a 100% direct interest in InterBev
Investment Limited (“IBIL”). Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested
in all of the 824,847,644 shares in the Company in which IBIL has an interest.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
167
DIRECTORS’ STATEMENT
4.
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D)
(2)
(3)
As at 30 September 2017, 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.
As at 30 September 2017, 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 2017:
– 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 2017, 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.
(b)
(c)
(d)
There was no change in any of the abovementioned interests in the Company between the end of the financial
year and 21 October 2017, 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.
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 RSP and PSP are administered by the Remuneration Committee which, as at the date of this statement,
comprises the following three non-executive directors who do not participate in the Share Plans:
Mr Philip Eng Heng Nee
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
(Chairman)
168
ANNUAL REPORT 2017
DIRECTORS’ STATEMENT
5.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants under RSP and PSP
Under the RSP and PSP, 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 RSP and PSP. The vesting of the RSP Base Award and the PSP
Base Award are conditional on the achievement of pre-determined targets set for a 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 RSP and PSP.
No awards have been granted to directors of the Company.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
169
DIRECTORS’ STATEMENT
5.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants under RSP and PSP (cont’d)
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 2017, pursuant to
grants under the RSP and PSP. Details of conditional awards available to Mr Lim and Mr Fehring under the RSP
and PSP are as follows:
LIM EE SENG
Grant Date
Additional
Awards/
(Awards
Reduced)
due to
Achievement
Factor
Balance as
at 1.10.2016
or Grant
Date if later
Vested
Balance as
at 30.9.2017
RSP Awards
– Replacement FCL Awards *
– Year 1
– Year 2
– Year 3
PSP Awards
– Year 1
– Year 2
– Year 3
03.10.2014
03.10.2014
19.08.2015
22.12.2015
Sub-Total
03.10.2014
19.08.2015
22.12.2015
Sub-Total
Total
149,125
356,250
603,538
684,171
1,793,084
354,839
258,659
293,216
906,714
2,699,798
–
–
120,662
–
120,662
(170,339)
–
–
(170,339)
(49,677)
(149,125)
(178,125)
(362,100)
–
(689,350)
(184,500)
–
–
(184,500)
(873,850)
–
178,125
362,100
684,171
1,224,396
–
258,659
293,216
551,875
1,776,271
*
The Replacement FCL Awards were granted to replace the 270,246 Outstanding F&N Awards.
ROD FEHRING
Grant Date
Additional
Awards/
(Awards
Reduced)
due to
Achievement
Factor
Balance as
at 1.10.2016
or Grant
Date if later
Vested
Balance as
at 30.9.2017
RSP Awards
– Year 2
– Year 3
– Year 4
19.08.2015
22.12.2015
21.12.2016
Total
245,000
534,000
606,500
1,385,500
(63,700)
–
–
(63,700)
(90,650)
–
–
(90,650)
90,650
534,000
606,500
1,231,150
170
ANNUAL REPORT 2017
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)
reviewed the adequacy and effectiveness of the Group and the Company’s internal controls, including
financial, operational, information technology and compliance controls and risk management;
(iv)
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
171
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
23 November 2017
Sithichai Chaikriangkrai
Director
172
ANNUAL REPORT 2017
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
2017, 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 179
to 309.
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 (“FRSs”) to give a true and fair view of the financial position
of the Group and the Company as at 30 September 2017 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 (“SSAs”). 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, Germany, Singapore and United Kingdom. Investment properties represent the largest category of
assets on the balance sheet, at $15.82 billion as at 30 September 2017.
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 the construction and development.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
173
INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
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.
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.
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.
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 software and others with
an aggregate carrying value of $763.14 million as at 30 September 2017. 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 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.
174
ANNUAL REPORT 2017 INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
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 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.
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.
Valuation of development 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 $3.45 billion as at 30 September 2017
and are stated at the lower of their cost and their net realisable values. In arriving at estimates of net realisable values,
the Group considered comparable properties and the 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 compared the Group’s forecast selling prices to 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.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
175
INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
Accounting for business acquisitions
(Refer to Note 13(b) to the financial statements)
Risk:
The Group makes acquisitions as part of its business strategy. For the financial year ended 30 September 2017, the
significant acquisitions were the acquisition of TICON Industrial Connection Public Company Limited (“TICON”) for an
aggregate consideration of $549.41 million and the acquisition of Geneba Properties N.V. (“Geneba”) for an aggregate
consideration of $504.91 million.
Such transactions can be complex and judgement is involved in determining whether each transaction is a business
combination or an acquisition of an asset, with different accounting treatment applicable. In accounting for a business
combination, judgements are applied and there exist inherent uncertainty in estimating the fair value of the identified
assets and liabilities that make up the acquisition; and allocating the overall purchase price to those identified assets
and liabilities, with any excess or shortfall being recognised as goodwill on the balance sheet or a bargain purchase
in the income statement respectively (the “Purchase Price Allocation”). In relation to the acquisitions, independent
professional firms were engaged to assist the Group in arriving at its purchase price allocation assessments.
Our response:
We have assessed the accounting of the acquisitions by examining legal and contractual documents to determine
whether these acquisitions are business combinations or the acquisition of assets.
We read the purchase price allocation reports and assessed the allocation of the purchase price to significant identified
assets and liabilities acquired. We compared the methodologies and key assumptions used in deriving the significant
allocated values to generally accepted market practices and market data.
Our findings:
The judgements applied by the Group in determining whether the significant acquisitions are business combinations
or acquisitions of assets were balanced. The methods and assumptions used in estimating the fair values of significant
identified assets and liabilities and the resulting allocation in the purchase price were appropriate.
Other information
Management is responsible for the other information. The other information comprises: Unifying Idea, 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 (the “Reports”), which is 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.
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.
176
ANNUAL REPORT 2017 INDEPENDENT AUDITORS’ REPORT
MEMBERS OF THE COMPANY
FRASERS CENTREPOINT LIMITED
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
177
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
23 November 2017
178
ANNUAL REPORT 2017 CONSOLIDATED PROFIT STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2017
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
2017
$'000
2016
$'000
Note
3
4a
4b
4c
4
14
5
6
11
7
8
9
4,026,638
(2,842,908)
3,439,592
(2,406,856)
1,183,730
8,871
(288,785)
1,032,736
(6,527)
(259,387)
903,816
185,229
766,822
171,377
1,089,045
938,199
32,495
(153,519)
25,296
(167,504)
(121,024)
(142,208)
968,021
294,976
1,262,997
(14,974)
795,991
159,711
955,702
4,641
1,248,023
(215,732)
960,343
(194,197)
1,032,291
766,146
488,245
215,275
(14,397)
689,123
343,168
479,863
106,250
11,106
597,219
168,927
1,032,291
766,146
21.5¢
21.3¢
18.4¢
18.2¢
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
179
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2017
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Group
2017
$'000
2016
$'000
1,032,291
766,146
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
38,499
116,270
(1,685)
(123,726)
21,143
(56)
Other comprehensive income for the year, net of tax
153,084
(102,639)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
1,185,375
663,507
ATTRIBUTABLE TO:
– shareholders of the Company
– holders of perpetual securities
– non-controlling interests (Note 13a)
729,514
68,730
387,131
427,323
64,456
171,728
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
1,185,375
663,507
The accompanying notes form an integral part of the financial statements.
180
ANNUAL REPORT 2017 BALANCE SHEETS
AS AT 30 SEPTEMBER 2017
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
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
Group
Company
30 September
2017
$'000
30 September
2016
$'000
30 September
2017
$'000
30 September
2016
$'000
Note
11
12
13
14
14
15
16
17
18
19
21
20
17
17
18
21
22
22
23
21
24
23
21
19
24
25
26
28
15,817,282
2,240,724
13,494,019
1,972,282
1,500
1
1,600
1
–
265,561
1,166,096
2,162
763,140
3,963
238,692
34,842
4,279
20,536,741
5,491
3,452,219
76,038
50,217
478,582
604
272,205
2,137,275
6,472,631
–
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
1,799,896
500
–
2,148
–
–
3,175,075
–
73
4,979,193
–
–
–
153
219,583
90
–
45,432
265,258
1,799,896
500
–
2,148
–
–
1,414,431
–
225
3,218,801
–
–
–
51
1,960,927
–
–
67,516
2,028,494
27,009,372
24,204,375
5,244,451
5,247,295
1,611,206
15,051
159,656
1,571,718
3,357,631
1,694,961
46,924
236,971
1,470,116
3,448,972
205,498
2,090
11,405
–
218,993
196,222
263
14,905
–
211,390
3,115,000
23,651,741
3,523,177
20,755,403
46,265
5,025,458
1,817,104
5,035,905
130,910
87,703
327,803
10,056,126
10,602,542
290,426
89,994
206,078
8,325,421
8,911,919
985
36,726
–
–
37,711
1,308
32,484
–
–
33,792
13,049,199
11,843,484
4,987,747
5,002,113
1,774,771
5,590,746
(210,839)
7,154,678
1,766,800
5,222,073
(327,733)
6,661,140
1,698,093
8,852,771
4,196,428
13,049,199
1,391,783
8,052,923
3,790,561
11,843,484
1,774,771
3,014,352
198,624
4,987,747
–
4,987,747
–
4,987,747
1,766,800
3,033,213
202,100
5,002,113
–
5,002,113
–
5,002,113
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
181
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2017
Share
Capital
(Note 25)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 26)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interests –
Perpetual
Securities
(Note 28)
$'000
Non-
Controlling
Interests –
Others
$'000
Total
$'000
Total
Equity
$'000
Group
2017
Opening balance at 1 October 2016
1,766,800
5,222,073
(327,733)
6,661,140
1,391,783
8,052,923
3,790,561
11,843,484
Profit for the year
–
623,836
–
623,836
68,730
692,566
339,725
1,032,291
Other comprehensive income
Net fair value change of cash
flow hedges
Foreign currency translation
Share of other comprehensive income
of joint ventures and associates
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividend paid (Note 29)
Dividend proposed (Note 29)
Transfer to other reserves
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries
Units issued to non-controlling interests
Acquisitions of subsidiaries with
non-controlling interests
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
–
–
–
–
–
–
–
–
–
28,337
79,026
28,337
79,026
(1,685)
(1,685)
105,678
105,678
–
–
–
–
28,337
79,026
10,162
37,244
38,499
116,270
(1,685)
–
(1,685)
105,678
47,406
153,084
623,836
105,678
729,514
68,730
798,244
387,131
1,185,375
7,971
–
–
–
–
–
–
(70,058)
(180,130)
(12,248)
(7,971)
7,865
(179,800)
180,130
12,248
–
7,865
(249,858)
–
–
7,971
(262,436)
12,472
(241,993)
–
–
–
–
–
–
–
–
–
–
–
8,099
(826)
(1,256)
–
6,843
(826)
7,273
(1,256)
6,017
7,971
(255,163)
11,216
(235,976)
–
–
–
–
–
–
–
–
–
–
–
–
–
7,865
(249,858)
–
–
–
–
(294,942)
–
–
–
7,865
(544,800)
–
–
(241,993)
(294,942)
(536,935)
–
–
301,650
301,650
97,798
97,798
6,843
(826)
(82,873)
(2,897)
(76,030)
(3,723)
6,017
313,678
319,695
(235,976)
18,736
(217,240)
–
–
–
–
–
–
–
–
–
–
–
–
306,310
306,310
(68,730)
(68,730)
237,580
237,580
–
–
–
306,310
(68,730)
237,580
Closing balance at 30 September 2017
1,774,771
5,590,746
(210,839)
7,154,678
1,698,093
8,852,771
4,196,428
13,049,199
The accompanying notes form an integral part of the financial statements.
182
ANNUAL REPORT 2017 STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2017 (CONT’D)
Share
Capital
(Note 25)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 26)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interests –
Perpetual
Securities
(Note 28)
$'000
Non-
Controlling
Interests –
Others
$'000
Total
$'000
Total
Equity
$'000
Group
2016
Opening balance at 1 October 2015
1,759,858
4,995,420
(245,798)
6,509,480
1,293,254
7,802,734
2,848,219
10,650,953
Profit for the year
–
532,763
–
532,763
64,456
597,219
168,927
766,146
Other comprehensive income
Net fair value change of cash
flow hedges
Foreign currency translation
Share of other comprehensive income
of joint ventures and associates
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividend paid (Note 29)
Dividend proposed (Note 29)
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)
–
–
(639)
–
–
(42,173)
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
183
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2017 (CONT’D)
Share
Capital
(Note 25)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 26)
$'000
Hedging
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Total
Equity
$'000
Company
2017
Opening balance at
1 October 2016
1,766,800 3,033,213
202,100
3,700
18,600
179,800 5,002,113
Profit for the year
– 231,327
–
–
–
–
(3,700)
(3,700)
– 231,327
(3,700)
(3,700)
–
–
–
– 231,327
–
(3,700)
– 227,627
(7,971)
7,971
7,865
–
–
(179,800)
– (180,130) 180,130
–
–
(70,058)
7,971 (250,188)
224
1,774,771 3,014,352
198,624
–
–
–
–
–
–
(7,971)
7,865
–
–
– (179,800)
– 180,130
–
7,865
(249,858)
–
(106)
330 (241,993)
18,494
180,130 4,987,747
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
Dividend paid (Note 29)
Dividend proposed (Note 29)
Total contributions by and
distributions to owners
Closing balance at
30 September 2017
The accompanying notes form an integral part of the financial statements.
184
ANNUAL REPORT 2017 STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2017 (CONT’D)
Share
Capital
(Note 25)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 26)
$'000
Hedging
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Total
Equity
$'000
Company
2016
Opening balance at
1 October 2015
1,759,858 2,490,922
198,030
3,217
15,322
179,491 4,448,810
Profit for the year
– 792,000
–
–
–
–
– 792,000
483
483
483
483
–
–
–
– 792,000
–
–
483
792,483
(6,942)
6,942
10,220
–
–
(179,491)
– (179,800) 179,800
–
–
(69,909)
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
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
Dividend paid (Note 29)
Dividend proposed (Note 29)
Total contributions by and
distributions to owners
Closing balance at
30 September 2016
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
185
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2017
Note
Group
2017
$'000
2016
$'000
1,032,291
766,146
12
11
14
16
4b
4a
4a
4c
7
7
7
4b
5
6
8
12
11
13b
56,908
(294,976)
(185,229)
1,630
544
(531)
44
–
17,297
–
(6,575)
–
(659)
(32,495)
153,519
215,732
16,110
973,610
41,911
(350,466)
447,140
233
1,112,428
(167,867)
944,561
(830,325)
(52,350)
–
2,373
(543,466)
127,403
160,074
19,989
(11,083)
46,010
(736,358)
(75,188)
–
–
–
164,135
(1,728,786)
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
1,231,386
(134,407)
1,096,979
(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)
(721,696)
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
(Write-back of)/allowance for doubtful trade receivables
Bad debts written off
Write-down to net realisable value of properties held for sale
Employee share-based expense
Goodwill on acquisition of subsidiaries written off
Gain on acquisitions of associates
Gain on disposal of a joint venture and an associate
Net fair value change on derivative financial instruments
Interest income
Interest expense
Tax expense
Exchange difference
Operating profit before working capital changes
Change in trade and other receivables
Change in trade and other payables
Change in properties held for sale
Change in inventory
Cash generated from 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
Net 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
Purchase of intangible assets
Interest received
Acquisition of subsidiaries, net of cash acquired
Acquisition of non-controlling interests
Disposal of a subsidiary, net of cash disposed of
Proceeds from disposal of an associate
Proceeds from disposal of assets held for sale
Uplift/(placement) of structured deposits
Net cash used in investing activities
The accompanying notes form an integral part of the financial statements.
186
ANNUAL REPORT 2017 CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2017 (CONT’D)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of shares by a subsidiary to non-controlling interests
Contributions from non-controlling interests of subsidiaries
1,159
–
Group
2017
$'000
2016
$'000
Note
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 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
Net cash generated from/(used in) financing activities
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
Cash and cash equivalents at end of year
301,650
(294,053)
(249,858)
2,471,068
(2,100,491)
966,644
306,310
(68,730)
(150,317)
(3,723)
–
1,179,659
395,434
1,728,197
12,114
2,135,745
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)
(56,223)
319,060
1,367,505
41,632
1,728,197
22
24
804,074
1,333,201
2,137,275
(1,530)
2,135,745
587,768
1,143,575
1,731,343
(3,146)
1,728,197
The accompanying notes form an integral part of the financial statements.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
187
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2017 (CONT’D)
Analysis of Acquisitions of Subsidiaries
Net assets acquired:
Investment properties
Property, plant and equipment
Intangible assets
Properties held for sale
Inventories
Trade and other receivables
Trade and other payables
Provision for taxation
Loans and borrowings
Deferred tax liabilities (net)
Cash and cash equivalents
Fair value of net assets
Less: Non-controlling interests
Less: Deposits paid
Add: Acquisition-related costs capitalised
Goodwill on acquisition of subsidiaries
Exchange difference
Consideration paid in cash
Cash and cash equivalents of subsidiaries acquired
Cash flow on acquisition, net of cash and cash equivalents acquired
Group
2017
$'000
2016
$'000
Note
990,979
247,380
433
25,322
45
12,957
(38,139)
–
(434,923)
(16,098)
24,315
812,271
(97,798)
(24,691)
14,130
56,761
–
760,673
(24,315)
736,358
76,126
–
–
–
2,378
–
(2,647)
(66)
–
–
1,388
77,179
–
–
–
1,129
90
78,398
(1,388)
77,010
13b
The accompanying notes form an integral part of the financial statements.
188
ANNUAL REPORT 2017 These notes form an integral part of the financial statements.
The financial statements for the financial year ended 30 September 2017 were authorised for issue in accordance with
a resolution of the Directors on 23 November 2017.
1.
CORPORATE INFORMATION
Frasers Centrepoint Limited (the “Company”) is a limited liability company incorporated and domiciled in
Singapore. On 9 January 2014, the Company commenced trading on the Main Board of the Singapore
Exchange Securities Trading Limited (“SGX-ST”). TCC Assets Limited, incorporated in the British Virgin Islands, is
the immediate and ultimate holding company.
The registered office and principal place of business of the Company is located at 438 Alexandra Road, #21-00
Alexandra Point, Singapore 119958.
The principal activity of the Company is investment holding.
The principal activities of the significant subsidiaries, joint arrangements and associates are set out in Note 39.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of Preparation
The complete set of consolidated financial statements of the Company and its subsidiaries (collectively, the
“Group”) and the Group’s interest in equity-accounted investees as at and for the year ended 30 September 2017
are prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity
of the Company are prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (“$” 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
reporting 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
189
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates (cont’d)
Estimates and underlying assumptions are revised on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period
of the revision and future periods, if the revision affects both current and future periods.
(a)
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
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 Note 11.
The Group’s valuation policies and procedures are disclosed in Notes 11 and 33.
(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 33.
190
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty (cont’d)
(iv)
Net Realisable Value of Properties Held for Sale
Properties held for sale are carried at lower of cost and net realisable value.
A write-down to net realisable value is made for properties held for sale when the net realisable
value has fallen below cost. In arriving at estimates of net realisable values, management considers
factors such as current market conditions, recent selling prices of the development properties and
comparable development properties less the estimated costs of completion and the estimated
costs necessary to make the sale.
The carrying amounts of properties held for sale is disclosed in Note 20.
(v)
Impairment of Intangible Assets – Goodwill 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 to ten 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
191
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
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 and consequently, corporate income 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.
192
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
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
disclosed in Note 39.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
193
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
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.
194
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
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)(iii).
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
195
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
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 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.
196
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.5
Joint Arrangements and Associates (cont’d)
(b)
Joint Ventures and Associates (cont’d)
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.
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 the profit statement.
Goodwill that forms part of the carrying amount of an investment in an associate or a joint venture is not
recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount
of the investment in an associate or a joint venture is tested for impairment as a single asset when there
is objective evidence that the investment in an associate or a joint venture 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
197
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.6
Investment Properties (cont’d)
(a)
Completed Investment Properties (cont’d)
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.
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 being 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.
–
–
–
198
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.7
Properties Held for Sale (cont’d)
(a)
Development Properties Held for Sale (cont’d)
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 business, based on market prices at the end of the reporting period and discounted for the time
value of money if material, less the estimated costs of completion and the estimated costs necessary to
make the sale.
Development properties held for sale are stated at cost plus attributable profits less progress billings
if their revenue is recognised based on percentage of completion method (see accounting policy for
revenue recognition disclosed in Note 2.18).
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 the 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
199
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.8
Property, Plant and Equipment (cont’d)
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
Others1
1 Others include motor vehicles.
Lease term
50 years
2 to 10 years
5 to 10 years
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 the 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
the 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 the profit statement in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
200
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.9
Intangible Assets (cont’d)
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 the profit statement in the
expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or
at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to
be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in the 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.
(d)
Software
Software are initially capitalised at cost, which includes the purchase prices (net of any discounts and
rebates) and other directly attributable costs of preparing the asset for its intended use.
Subsequent to initial recognition, software are amortised to profit or loss on a straight line basis over their
estimated useful lives of 3 to 10 years.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
201
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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.
(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 the profit statement. The cumulative gain or loss previously recognised in OCI is
reclassified from equity to the 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.
202
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.10 Non-Derivative Financial Assets (cont’d)
(c)
Derecognition (cont’d)
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.
(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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
203
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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%.
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 the 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 the profit statement.
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.
204
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.13 Derivative Financial Instruments (cont’d)
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 re-translation 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,
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.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
205
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.15
Impairment (cont’d)
(a)
Impairment of Non-Financial Assets (cont’d)
Impairment losses of continuing operations are recognised in the 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.
(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 that suggested by historical trends.
206
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.15
Impairment (cont’d)
(b)
Impairment of Financial Assets (cont’d)
(i)
Financial Assets Carried at Amortised Cost (cont’d)
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.
(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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
207
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.16
Income Taxes
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in the 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.
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.
208
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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.
(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 the 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
209
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.18 Revenue Recognition (cont’d)
(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.
(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 the 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.
210
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.19 Foreign Currencies (cont’d)
(c)
Foreign Currency Translation
The results and financial position of foreign operations are translated into Singapore Dollars using the
following procedures:
–
–
assets and liabilities are translated at the closing rate ruling at that reporting date; and
income and expenses 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 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 the 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 the profit statement as part of the gain or loss on disposal.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
211
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.20 Employee Benefits (cont’d)
(c)
Share Plans
For equity-settled share-based payment transactions, the fair value of the services received is recognised
as an expense with a corresponding increase in equity over the vesting period during which the
employees become unconditionally entitled to the equity instrument. The fair value of the services
received is determined by reference to the fair value of the equity instrument granted at the grant date.
At each reporting date, the number of equity instruments that are expected to be vested are estimated.
The impact 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 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 the 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 the 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.
212
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.21 Leases (cont’d)
(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.
2.22 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 the Company for the year arising from non-recurring
and non-operating transactions.
2.23 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.
2.24 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
213
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
3.
REVENUE
Properties held for sale:
– recognised on completed contract method
– recognised on percentage of completion method
Rent and related income
Hotel income
Fee income and others
4.
TRADING PROFIT
Trading profit includes the following:
(a)
Cost of Sales includes:
Group
2017
$'000
2016
$'000
2,085,301
382,040
2,467,341
904,378
597,377
57,542
4,026,638
1,800,307
152,076
1,952,383
865,949
581,102
40,158
3,439,592
Group
2017
$'000
2016
$'000
Note
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
20
12
18
18
(1,974,479)
–
(331,342)
(307,271)
(45,981)
(254,666)
(15,979)
(2,111)
2,642
(1,606,411)
(47,110)
(308,181)
(318,115)
(43,044)
(225,778)
(13,957)
(3,190)
686
(b)
Other Income/(Losses) includes:
Net fair value change on derivative financial instruments
Foreign exchange gain/(loss)
Loss on disposal of property, plant and equipment
Others
659
4,815
(544)
3,941
8,871
13,960
(26,466)
(849)
6,828
(6,527)
214
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 4.
TRADING PROFIT (CONT’D)
(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
5.
INTEREST INCOME
Interest income from loans and receivables:
– Related companies
– Fixed deposits and bank balances
Interest rate swaps:
– Unrealised
– Realised
Group
2017
$'000
2016
$'000
Note
12
16
(10,927)
(1,630)
(1,234)
(2,729)
(1,083)
(792)
(858)
(672)
(8,633)
(96)
(2,447)
(145,492)
(9,063)
(14,850)
2017
$'000
7,846
18,894
26,740
1,983
3,772
32,495
(9,833)
(1,646)
(1,272)
(2,309)
(557)
(1,044)
(955)
(783)
(8,123)
(104)
(2,930)
(128,288)
(9,098)
(7,259)
Group
2016
$'000
10,235
15,061
25,296
–
–
25,296
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
215
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
6.
INTEREST EXPENSE
Interest expense:
– Loans and borrowings
– Related parties
Interest rate swaps:
– Unrealised
– Realised
7.
EXCEPTIONAL ITEMS
Gain on acquisitions of associates (Note 14(a) and (b))
Gain on disposal of a joint venture and an associate
Transaction costs on acquisition of subsidiaries and an associate
(Non-capitalisable expenses)/write-back of non-capitalisable expenses
in relation to the acquisitions of hotels
Transaction costs on transfer of investment properties to a REIT
Goodwill on acquisition of subsidiaries written off
Group
2017
$'000
2016
$'000
(152,877)
–
(152,877)
(96)
(546)
(153,519)
(157,867)
(78)
(157,945)
(1,852)
(7,707)
(167,504)
Group
2017
$'000
6,575
–
(20,801)
(748)
–
–
(14,974)
2016
$'000
954
15,483
(2,228)
145
(8,584)
(1,129)
4,641
216
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 8.
TAXATION
(a)
Components of Income Tax Expense
The 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
2017
$'000
2016
$'000
(122,252)
(22,103)
(80,637)
(224,992)
65,704
(56,444)
9,260
(215,732)
(139,711)
(28,842)
(48,458)
(217,011)
5,618
17,196
22,814
(194,197)
Group
Net fair value change
of cash flow hedges
Foreign currency translation
Share of other comprehensive
income of joint ventures and
associates
Before
tax
$'000
2017
Tax
expense
$'000
Net
of tax
$'000
Before
tax
$'000
2016
Tax
expense
$'000
Net
of tax
$'000
38,499
116,270
(1,685)
153,084
–
–
–
–
38,499
116,270
(123,726)
21,143
(1,685)
153,084
(56)
(102,639)
–
–
–
–
(123,726)
21,143
(56)
(102,639)
(c)
Reconciliation between Tax Expense and Accounting Profit
Group
2017
$'000
2016
$'000
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
1,248,023
(185,229)
1,062,794
960,343
(171,377)
788,966
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
217
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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
Overprovision in prior years
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
2017
%
17.0
5.8
(5.0)
2.8
1.8
(0.9)
(0.7)
0.4
(2.0)
2.1
(0.1)
(1.0)
0.1
20.3
2016
%
17.0
6.3
(2.6)
1.1
2.0
(2.9)
(1.4)
0.2
1.6
2.5
2.4
(1.4)
(0.2)
24.6
During the current year, certain subsidiaries in Singapore have transferred losses of $6,874,000 (Year of Assessment
(“YA”) 2016: $8,252,000) arising from YA 2017 to set off against the taxable income of other companies in the
Group. Of the tax losses transferred to date under the Singapore group relief system, tax benefits of $1,401,000
(2016: $894,000) have been recognised during the financial year 2017. Potential tax benefits of $11,228,000
(2016: $10,038,000) 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 2017, certain subsidiaries have unutilised tax losses of approximately $173,337,000 (2016:
$183,776,000) and unabsorbed capital allowances of $192,251,000 (2016: $156,432,000) available for set off
against future taxable profits. Deferred tax assets of $73,061,000 (2016: $68,692,000) 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. Tax losses
amounting to $10,746,000 (2016: Nil) can be carried forward for 9 years subsequent to the year of the loss, while
the remaining tax losses have no expiry dates.
218
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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 $65,287,000 (2016: $64,456,000), net of distributions of $3,443,000 (2016: Nil) to
perpetual securities holders borne by non-controlling interests) 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 after adjusting for
distributions to perpetual securities holders:
– 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 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
2017
$'000
2016
$'000
422,958
623,836
415,407
532,763
No. of Shares
'000
'000
2,904,157
26,053
2,898,893
21,409
2,930,210
2,920,302
14.6¢
21.5¢
14.4¢
21.3¢
14.3¢
18.4¢
14.2¢
18.2¢
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
219
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 10.
SEGMENT INFORMATION
Management determines the business segments based on the reports reviewed and used by the Group CEO (the
chief operating decision maker) for strategic decision making and resources allocation.
The Group’s reportable operating segments comprise of the following strategic business units (“SBU”):
(i)
(ii)
(iii)
Singapore SBU, which encompasses the development, ownership, management and operation of
residential, retail and commercial properties held by Frasers Centrepoint Trust (“FCT”), Frasers Commercial
Trust (“FCOT”) and non-REIT entities in Singapore.
Australia SBU, which encompasses the development, ownership, management and operation of
residential, commercial and industrial properties held by non-REIT entities and Frasers Logistics and
Industrial Trust (“FLT”) in Australia and New Zealand.
Hospitality SBU, which encompasses the Group’s hospitality operations and the ownership/management
and operation of hotels and serviced apartments held by Frasers Hospitality Trust (“FHT”) and non-REIT
entities.
(iv)
International Business Unit (“BU”), which comprises development activities and/or ownership and
management of investment properties in China, Europe, Vietnam and Thailand.
The SBUs are organised based on their products, services and geography. 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.
220
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2017
The following table presents financial information regarding business segments:
Business Segment
Singapore
SBU
$'000
Australia
SBU
$'000
Hospitality
SBU
$'000
International
BU
$'000
Corporate
and Others
$'000
Group
$'000
Revenue
859,233
1,642,273
807,322
717,092
718
4,026,638
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/(transfer to other BUs)
of non-current assets
Additions to intangible assets
Depreciation
Amortisation
Attributable profit before fair
value change and
exceptional items(1)
Fair value change
Exceptional items
Attributable profit
348,820
59,409
408,229
288,302
1,839
290,141
154,077
165
154,242
150,292
123,816
274,108
(37,675)
–
(37,675)
903,816
185,229
1,089,045
32,495
(153,519)
968,021
173,002
92,553
29,459
62
(100)
294,976
–
–
(748)
(14,226)
–
1,262,997
(14,974)
1,248,023
(215,732)
1,032,291
9,394,907
1,078,659
3,708,828
2,200,582
4,718,950
143,578
1,231,928
596,336
15,629
43,996
19,070,242
4,063,151
267,460
54,205
62
1,109,930
–
609,071
465,863
206,072
428,420
135,444
1,431,657
34,842
272,205
2,137,275
27,009,372
1,844,870
11,627,844
487,459
13,960,173
437,742
3,608
154
46
273,987
120
8,023
–
436,657
421
46,480
854
5,676
58,057
47
40
(9,877)
6,071
2,227
690
1,144,185
68,277
56,931
1,630
126,117
112,832
–
238,949
95,399
57,960
–
153,359
14,889
18,669
(172)
33,386
175,720
25,914
(14,225)
187,409
76,120
(100)
–
76,020
488,245
215,275
(14,397)
689,123
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
221
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2017 (cont’d)
The following table presents financial information regarding geographical segments:
Geographical Segment
Singapore
$'000
Australia
$'000
Europe
$'000
China
$'000
Others(2)
$'000
Group
$'000
Revenue
PBIT
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/(transfer to other BUs)
of non-current assets
Additions to intangible assets
Depreciation
Amortisation
Exceptional items
936,694
360,293
1,844,888
375,926
697,549
104,872
9,943,954
1,129,002
5,517,693
2,203,878
2,839,717
223,512
366,311
158,861
265,381
453,563
181,196
89,093
4,026,638
1,089,045
503,497
53,196
19,070,242
4,063,151
267,091
54,205
–
217,117
893,244
749,212
503,725
163,086
373,692
55,155
1,431,657
34,842
272,205
2,137,275
27,009,372
1,844,870
11,627,844
487,459
13,960,173
452,371
9,869
3,850
737
(601)
552,740
120
38,216
–
(147)
131,904
57,439
14,523
893
(20,801)
3,030
849
42
–
–
4,140
–
300
–
6,575
1,144,185
68,277
56,931
1,630
(14,974)
(1)
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.
(2) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
222
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
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
BU
$'000
Corporate
and Others
$'000
Group
$'000
Revenue
946,152
1,449,354
789,477
253,368
1,241
3,439,592
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(1)
Fair value change
Exceptional items
Attributable profit
360,880
67,360
428,240
217,678
79
217,757
134,307
703
135,010
82,456
103,235
185,691
(28,499)
–
(28,499)
(30,535)
200,279
(10,207)
174
14,860
(7,961)
(2,638)
380
–
–
766,822
171,377
938,199
25,296
(167,504)
795,991
159,711
955,702
4,641
960,343
(194,197)
766,146
8,741,698
1,181,141
3,283,127
2,375,457
4,266,992
162,021
69,778
1,068,100
22,458
16,750
16,384,053
4,803,469
248,602
51,546
113
492,752
–
376,521
526,657
221,892
877,942
119,293
793,013
55,160
437,337
1,731,343
24,204,375
2,122,305
9,795,537
443,049
12,360,891
278,512
1,126
89
351,971
9,321
–
135,199
42,364
1,067
–
47,110
–
567
73
490
–
13,639
–
–
779,888
52,884
1,646
–
47,110
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
479,863
106,250
11,106
597,219
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
223
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
10.
SEGMENT INFORMATION (CONT’D)
Year ended 30 September 2016 (cont’d)
The following table presents financial information regarding geographical segments:
Geographical Segment
Revenue
PBIT
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
Singapore
$'000
Australia
$'000
1,029,923
367,595
1,630,785
299,700
Europe
$'000
509,601
111,320
9,363,764
1,221,237
4,723,421
2,354,240
1,520,991
654,293
China
$'000
Others(2)
$'000
Group
$'000
116,770
120,296
264,679
511,915
152,513
39,288
3,439,592
938,199
511,198
61,784
16,384,053
4,803,469
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
–
14,845
355,539
19,469
–
125,638
18,732
1,557
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)
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.
(2) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia.
224
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
11.
INVESTMENT PROPERTIES
Group
Balance Sheet
At 1 October 2015
Currency re-alignment
Reclassification from properties held for sale
Transfer upon completion
Additions
Disposals
Fair value change
At 30 September 2016 and 1 October 2016
Currency re-alignment
Reclassification from properties held for sale
Transfer upon completion
Additions
Fair value change
Acquisitions of subsidiaries
At 30 September 2017
Profit Statement
Rental income from completed investment properties:
– Minimum lease payments
– Contingent rent based on tenants' turnover
Company
Balance Sheet
At 1 October 2015, 30 September 2016 and 1 October 2016
Fair value change
At 30 September 2017
Completed
Investment
Properties
$'000
Investment
Properties
Under
Construction
$'000
Total
Investment
Properties
$'000
10,663,870
26,029
–
353,604
229,776
(452,141)
165,086
10,986,224
94,252
–
1,285,774
265,659
331,805
984,526
13,948,240
2,287,322
165
78,886
(353,604)
487,843
–
7,183
2,507,795
2,722
107,954
(1,285,774)
566,721
(36,829)
6,453
1,869,042
12,951,192
26,194
78,886
–
717,619
(452,141)
172,269
13,494,019
96,974
107,954
–
832,380
294,976
990,979
15,817,282
2017
$'000
2016
$'000
890,567
13,811
904,378
852,255
13,694
865,949
Completed
Investment
Properties
$'000
1,600
(100)
1,500
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
225
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 11.
INVESTMENT PROPERTIES (CONT’D)
(a)
Completed Investment Properties
Completed investment properties comprise serviced residences, retail, commercial and industrial properties
that are leased mainly to third parties under operating leases (Note 36).
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 $3,226,318,000 (2016: $622,534,000) 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 $1,416,000,000 (2016: $2,255,000,000) have been mortgaged to certain
financial institutions as securities for credit facilities.
226
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 12.
PROPERTY, PLANT AND EQUIPMENT
Freehold
Lands
$'000
Leasehold
Lands
$'000
Buildings
$'000
Assets
under
Construction
$'000
Equipment,
Furniture
and Fittings
$'000
Others
$'000
Total
$'000
318,880
(9,465)
22,838
–
–
–
–
384,177 1,215,640
(73,920)
(10,944)
50,623
–
8,854
–
(61)
–
–
–
–
–
8,786
(1,105)
–
21,409
–
(2,567)
(3,331)
144,527
(16,875)
2,665
31,851
(2,199)
4,741
3,331
3,490
(77)
–
155
(132)
(2,174)
–
2,075,500
(112,386)
76,126
62,269
(2,392)
–
–
332,253
(4,544)
83,901
–
–
–
–
411,610
1,881
373,233 1,201,136
23,358
– 171,215
14,400
–
(17)
–
244
–
7,182
–
375,114 1,417,518
23,192
679
–
31,025
–
–
(7,374)
47,522
168,041
(16,377)
6,394
6,779
(12,826)
(244)
192
151,959
–
–
–
–
–
–
–
–
–
–
–
5,428
(36)
4,590
–
–
9,982
36
4,597
–
–
14,615
25,733
(664)
24,317
–
–
49,386
(17)
27,570
(2)
5
76,942
–
–
–
–
–
–
–
–
–
–
–
51,928
(8,310)
23,927
(1,357)
255
66,443
(9,452)
24,719
(9,924)
(5)
71,781
1,262
(16)
–
146
–
–
–
1,392
1,397
(70)
50
(98)
(255)
1,024
(16)
45
–
–
1,053
2,099,117
4,981
261,510
52,350
(12,843)
–
–
2,405,115
84,486
(9,080)
52,884
(1,455)
–
126,835
(9,449)
56,931
(9,926)
–
164,391
411,610
332,253
360,499 1,340,576
363,251 1,151,750
47,522
23,192
80,178
101,598
339
238
2,240,724
1,972,282
Group
Cost
At 1 October 2015
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Reclassification
Transfer upon completion
At 30 September 2016 and
1 October 2016
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
Reclassification
Transfer upon completion
At 30 September 2017
Accumulated Depreciation
At 1 October 2015
Currency re-alignment
Charge for the year 2016
Disposals/write-offs
Reclassification
At 30 September 2016 and
1 October 2016
Currency re-alignment
Charge for the year 2017
Disposals/write-offs
Reclassification
At 30 September 2017
Net Book Value
At 30 September 2017
At 30 September 2016
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
227
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 12.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Company
Cost
At 1 October 2015
Additions
Fully depreciated
At 30 September 2016, 1 October 2016 and 30 September 2017
Accumulated Depreciation
At 1 October 2015
Fully depreciated
Charge for the year 2016
At 30 September 2016 and 1 October 2016
Charge for the year 2017
At 30 September 2017
Net Book Value
At 30 September 2017
At 30 September 2016
* Denotes amounts less than $1,000.
Equipment,
Furniture and
Fittings
$'000
53
1
(53)
1
53
(53)
–*
–*
–*
–*
1
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
2017
$'000
56,908
23
56,931
2016
$'000
52,877
7
52,884
2017
$'000
–
–
–
2016
$'000
–
–
–
Included in property, plant and equipment are certain hotel properties of the Group with carrying amount of
$262,762,000 (2016: $267,187,000) which are pledged to certain financial institutions to secure credit facilities.
228
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
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
2017
$'000
2016
$'000
Note
1,880,386
(80,490)
1,799,896
1,880,386
(80,490)
1,799,896
1,433,489
1,958,699
3,392,188
1,399,656
1,973,289
3,372,945
(195,638)
(195,638)
(188,743)
(188,743)
3,196,550
3,184,202
217,113
3,175,075
3,392,188
1,958,514
1,414,431
3,372,945
(194,653)
(985)
(195,638)
(187,435)
(1,308)
(188,743)
3,196,550
3,184,202
18
23
18
23
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% (2016: 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 investments in subsidiaries
where settlements are neither planned nor likely to occur in the foreseeable future.
Details of significant subsidiaries are included in Note 39.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
229
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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
2016
2017
58.3%
73.2%
77.4%
80.1%
58.5%
72.9%
78.4%
79.5%
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 trustees 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
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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
181,595
193,904
192,488
156,551
111,444
125,396
158,724
71,037
81,458
173,301
103,902
138,106
113,085
112,259
81,566
91,777
54,954
63,016
83,246
110,651
6,874
9,428
339,725
387,131
87,665
93,381
17,804
66,233
2,733,061 2,071,277 2,159,948 2,035,785
(48,937)
(630,499)
1,872,203 1,289,349 1,356,090 1,422,582
(202,016)
(676,646)
(224,551)
(645,042)
(158,344)
(738,895)
2017
Revenue
Profit for the year
Total comprehensive income
Attributable to NCI
– Profit for the year(2)
– Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to NCI
1,088,376
943,696
993,521 1,132,691
38,144 4,196,428
Cash flows from/(used in):
– operating activities
– investing activities
– financing activities(1)
Net increase in cash and cash
equivalents
122,202
(68,204)
(59,159)
96,823
(5,438)
(88,356)
113,412
(247,260)
151,994
33,625
(127,149)
99,622
(5,161)
3,029
18,146
6,098
(1)
Includes dividends paid to NCI
63,114
57,592
69,318
86,829
(2) Net of distributions to perpetual securities holders borne by non-controlling interests amounting to $3,443,000 (2016: Nil).
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
231
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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
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
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
25,508
2,568,970
(278,800)
(540,032)
1,775,646
79,642
1,989,716
(219,301)
(621,641)
1,228,416
100,578
1,876,892
(155,841)
(744,943)
1,076,686
102,522
1,751,320
(29,385)
(526,297)
1,298,160
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 activities(1)
Net increase in cash and cash
equivalents
125,987
(13,180)
(110,296)
101,751
(3,284)
(89,397)
107,779
(127,008)
30,271
33,468
(1,452,758)
1,498,220
2,511
9,070
11,042
78,930
(1)
Includes dividends paid to NCI
63,437
51,513
49,854
–
232
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(i)
FCT
Payment of Management Fees/Base Fee Component 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 in
payment of 20% to 50% of its management fees for the relevant period from 1 July 2016 to 30 September
2016 and 70% of the base fee component of its management fees for the year from 1 October 2016 to
30 September 2017:
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
Units held
by FCAM
Aggregate of
Units held by
the Group
1 July 2016 to
30 September 2016
1 October 2016 to
31 December 2016
1 January 2017 to
31 March 2017
1 April 2017 to
30 June 2017
24 October 2016 828,989
2.1316
1,767,073
32,568,330 382,239,330
24 January 2017 738,767
1.8956
1,400,407
33,307,097 382,978,097
27 April 2017
665,121
2.0533
1,365,693
33,972,218 383,643,218
26 July 2017
656,436
2.1173
1,389,872
34,628,654 384,299,654
5,923,045
The payment of such management fees in the form of units is provided for in the trust deed constituting
FCT dated 5 June 2006, as amended. 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 FCT
On 21 November 2016, the Group, through FCAM, received 189,631 units in FCT at a price of $1.9907 per
unit, in payment of acquisition fees of $377,500 in respect of the acquisition by FCT of all the strata lots
comprised in the ground floor retail podium of Yishun 10 Cinema Complex.
With the above payments of management fees and acquisition fees by way of units in FCT, the Group and
FCAM hold an aggregate of 384,489,285 units and 34,818,285 units in FCT, representing 41.7% and 3.8%
of the total issued units in FCT, respectively.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
233
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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 in payment of approximately 12% of its management fees for the year from 1 October 2016 to 30
September 2017:
Relevant Period Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
Units held by
FCAMC
Aggregate of
Units held by
the Group
1 April 2017 to
30 June 2017
26 July 2017
287,384
1.4111
405,528
91,445,840
215,930,819
The management fees for the other three quarters were paid in cash.
The payment of such management fees in the form of units is provided for in the trust deed constituting
FCOT dated 12 September 2005, as amended. 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 215,930,819 units and 91,445,840 units in FCOT, representing 26.8% and 11.4% of the total
issued units in FCOT, respectively.
(iii)
FHT
Rights Issue
On 17 October 2016, FHT issued 441,549,281 new Rights Stapled Securities at an issue price of $0.6030.
The Group, through its subsidiaries, FCL Investments Pte. Ltd. (“FCLI”), FHAM and Frasers Hospitality
Pte. Ltd. (“FHPL”), fully subscribed for their respective allotted Rights Stapled Securities of 95,432,277
in aggregate, representing 21.6% of the total number of Rights Stapled Securities issued, amounting to
$57,546,000.
Payment of Management Fees by Way of Stapled Securities in FHT
The Group, through its subsidiaries, FHAM, FHT Asset Management Pty Ltd, Frasers Hospitality Trust
Management Pte. Ltd., FHPL and Frasers Hospitality UK Ltd. as the managers of FHT (the “FHT managers”),
received stapled securities in FHT in payment of 100% of their management fees for the year from 1
October 2016 to 30 September 2017.
On 5 May 2016, nomination agreements were signed between the FHT managers and FCLI where the
FHT managers may nominate FCLI to receive such FHT stapled securities issued to them pursuant to
payment of management fees, in exchange for a cash consideration (“Nomination Agreements”).
234
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(iii)
FHT (cont’d)
Payment of Management Fees by Way of Stapled Securities in FHT (cont’d)
FCLI was nominated to receive all stapled securities in place of the FHT managers during the year:
Relevant Period
Date Received
No. of
Units
Received
1 April 2016 to
30 September 2016
1 October 2016 to
31 March 2017
2 November 2016 10,923,238
5 May 2017
9,211,084
Issued
Price
$
0.6919 to
0.7712
0.6491 to
0.6947
Aggregate
of Stapled
Securities
held by
the FHT
managers
Aggregate of
Stapled
Securities
held by FCLI
Aggregate
of Stapled
Securities
held by
the Group
Value of
Units
Received
$
7,854,463
31,723,226
376,860,552(1)
408,583,778(1)
6,178,922
31,723,226
386,118,263
417,841,489
14,033,385
(1)
Aggregate of units has taken into account the Stapled Securities from the Rights Issue and the payment of Acquisition Fees by way
of Stapled Securities in FHT.
The payment of such management fees in the form of stapled securities 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 Stapled Securities in FHT
On 24 October 2016 and 30 December 2016, the Group, through FHAM, received 4,001,979 and 46,627
stapled securities in FHT at a price of $0.6030 and $0.7260 per stapled security, respectively, in payment
of acquisition fees of $2,447,000 in respect of the acquisition by FHT of Novotel Melbourne on Collins
in Australia. FHAM nominated these units to be received and held by FCLI in accordance with the
Nomination Agreements.
With the above rights issue and payments of management fees and acquisition fees by way of stapled
securities in FHT, the Group, FCLI and the FHT managers hold an aggregate of 417,841,489 stapled
securities, 386,118,263 stapled securities and 31,723,226 stapled securities in FHT, representing 22.6%,
20.9% and 1.7% of the total issued stapled securities in FHT, respectively.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
235
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(a)
Interest in Subsidiaries with Material NCI (cont’d)
(iv)
FLT
Payment of Management Fees by Way of Units in FLT
The Group, through its subsidiaries, Frasers Logistics & Industrial Asset Management Pte. Ltd. (“FLIAM”)
and FLT Australia Management Pty Ltd (“FAMPL”), as the managers of FLT (“FLT managers”), received units
in FLT in payment of 100% of their management fees.
On 24 October 2016 and 7 November 2016, nomination agreements were signed by FCL Investments
(Industrial) Pte. Ltd. (“FCLII”) with FLIAM and FAMPL, respectively, where the FLT managers may nominate
FCLII to receive such units in FLT issued to them pursuant to payment of management fees, in exchange
for a cash consideration.
FCLII was nominated to receive all such units in place of the FLT managers during the year:
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
Units held
by FCLII
Aggregate of
Units held by
the Group
20 June 2016
8 November 2016
2,100,636
0.9756
2,049,380
2,100,636
294,255,636
(listing date of FLT) to
30 September 2016
1 October 2016 to
31 December 2016
1 January 2017 to
31 March 2017
1 April 2017 to
30 June 2017
10 February 2017
2,091,902
0.9217
1,928,106
4,192,538
296,347,538
15 May 2017
2,017,308
0.9665
1,949,728
6,209,846
298,364,846
4 August 2017
1,743,633
1.0541
1,837,964
7,953,479
300,108,479
7,765,178
The payment of such management fees in the form of units is provided for in the prospectus of FLT
dated 10 June 2016 and the trust deed constituting FLT dated 30 November 2015. 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 FLT
The Group, through FLIAM, received 373,983 units in FLT at a price of $1.0838 per unit, in payment of
acquisition fees of $405,000 in respect of the acquisition by FLT of five properties in Australia.
With the above payments of management fees and acquisition fees by way of units in FLT, the Group,
FCLII, Australand Property Limited(1) (“APL”), and FLIAM hold an aggregate of 300,482,462 units, 7,953,479
units, 292,155,000 units and 373,983 units in FLT, representing 19.9%, 0.5%, 19.3% and 0.02% of the total
issued units in FLT, respectively.
(1)
On the listing of FLT, APL, a wholly-owned subsidiary of the Group, was issued 292,155,000 units in FLT, representing 19.3% of the
total number of units in issue as at 30 September 2017.
236
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries
(i)
On 20 October 2016, FHT acquired the land and building known as Novotel Melbourne on Collins Hotel
(the “Hotel”) with the associated car park (the “Property”) and the hotel assets, including but not limited to
the business intellectual property and equipment, furniture and fittings relating to the Hotel (collectively,
the “Hotel Assets”) (collectively, “the Acquisition of Hotel Business”). The Acquisition of Hotel Business was
accounted for as a business combination as FHT had acquired various operational processes, together
with the Property and the Hotel Assets.
Acquisition-related costs
FHT incurred transaction costs of S$14,130,000 on stamp duties, solicitor fees, and other professional
fees incurred directly due to the acquisition transaction. These costs are capitalised as part of the costs
of the property, plant and equipment.
Impact of the acquisition on profit statement
From the acquisition date, the Hotel Business has contributed revenue of S$34,433,000 and profit for the
period of S$14,097,000 to the Group. If the business combination had taken place at the beginning of
the financial year, the Hotel Business’ contribution to the Group’s revenue and profit would have been
S$36,266,000 and S$14,880,000, respectively.
Finalised accounting of the Acquisition of Hotel Business
The fair value of the identifiable net assets and liabilities of the Hotel Business as at the acquisition were:
Property, plant and equipment
Inventories
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Total identifiable net assets at fair value
Less: Deposits paid
Add: Acquisition-related costs capitalised in property, plant and equipment
Consideration paid in cash
Less: Cash and cash equivalents of Hotel Business acquired
Net cash outflow on acquisition
Fair Value
Recognised on
Acquisition
$'000
247,380
45
1,003
18
248,446
(3,742)
244,704
(24,691)
14,130
234,143
(18)
234,125
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
237
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
(ii)
On 5 April 2017, FCL Imperial Pte. Ltd. (“FCL Imperial”), a wholly-owned subsidiary of the Company,
completed the acquisition of 35,000,000 ordinary shares, representing 70% of the issued and paid-up share
capital of G Homes House Development Joint Stock Company (“G Homes”), a company incorporated in
Vietnam, for a consideration of VND 350,000,000,000 (approximately S$21,625,000). The principal activity
of G Homes is that of property development.
The fair value of the identifiable assets and liabilities of G Homes as at the acquisition were:
Investment properties
Properties held for sale
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Total identifiable net assets at fair value
Less: Non-controlling interest at fair value
Consideration paid in cash
Less: Cash and cash equivalents of subsidiary acquired
Net cash outflow on acquisition
Fair Value
Recognised on
Acquisition
$'000
6,453
25,322
97
8
31,880
(987)
30,893
(9,268)
21,625
(8)
21,617
(iii) On 5 July 2017, Frasers Property Investments (Holland) B.V. (“FPI (Holland)”), a wholly-owned subsidiary
of the Company, completed the acquisition of 84,143,602 depositary receipts (“DR”), representing 86.6%
of the ordinary shares in the share capital of Geneba, a company incorporated in the Netherlands, for a
consideration of S$504,905,000 (approximately EUR 314,759,000). Geneba operates and leases logistic,
light-industrial and office properties located in Germany and the Netherlands.
On 4 August 2017, FPI (Holland) launched a one-time all-cash offer for all the remaining issued and
outstanding DR of Geneba (the “Offer”), at a price of EUR 3.74 per DR. The Offer closed in accordance to
the statement dated 8 September 2017.
As at 30 September 2017, together with on-market purchases, the Group acquired 99.5% shareholdings
in Geneba. The Group was entitled to mandatorily purchase the remaining 0.5%. As at 30 September
2017, the Group accrued for the cost of the remaining 0.5% and consolidated Geneba as a wholly-owned
subsidiary.
Transaction costs
Transaction costs related to the acquisition of S$4,632,000 (approximately EUR 3,000,000) have been
recognised in “Exceptional Items” in the Group’s profit statement for the year ended 30 September 2017.
Trade and other receivables acquired
Included in current assets are trade and other receivables of S$4,595,000 (approximately EUR 2,864,000).
Management expects the full amounts to be collectible.
238
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
13.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D)
(b)
Acquisitions of Subsidiaries (cont’d)
Goodwill arising from acquisition
The Group has engaged an independent firm to perform Purchase Price Allocation (“PPA”) for the
acquisition of Geneba. Based on the PPA, part of the consideration paid for the net assets acquired has
been identified and provisionally allocated to investment properties, deferred tax assets and liabilities, and
the residual excess of consideration paid over the fair values of identifiable net assets have been recorded
as goodwill amounting to S$56,761,000 (approximately EUR 35,385,000) (Note 16).
Impact of the acquisition on the profit statement
From the acquisition date, Geneba has contributed revenue of S$17,269,000 (approximately EUR
11,185,000) and profit for the period of S$9,482,000 (approximately EUR 6,141,000) to the Group. Geneba
has a financial year end of 31 December. If the business combination had taken place at the beginning of
Geneba’s financial year, Geneba’s contribution to the Group’s revenue and profit for the year would have
been S$45,213,000 (approximately EUR 29,285,000) and S$17,233,000 (approximately EUR 11,162,000),
respectively.
Provisional accounting of the acquisition of Geneba
The fair value of investment properties of S$984,526,000 (approximately EUR 613,756,000), deferred tax
assets of S$2,469,000 (approximately EUR 1,539,000), deferred tax liabilities of S$18,567,000 (approximately
EUR 11,575,000) and goodwill of S$56,761,000 (approximately EUR 35,385,000) as at the acquisition date
have been determined on a provisional basis as the final results of the PPA have not been received by the
date the financial statements was authorised for issue. Goodwill arising from this acquisition, the carrying
amounts of the investment properties, intangible assets, long term borrowings, deferred tax assets and
liabilities will be adjusted accordingly on a retrospective basis when the PPA is finalised.
The fair value of the identifiable assets and liabilities of Geneba as at the acquisition were:
Investment properties
Intangible assets
Trade and other receivables
Cash and cash equivalents
Borrowings
Deferred tax liabilities (net)
Trade and other payables
Total identifiable net assets at fair value
Less: Non-controlling interest at fair value
Goodwill arising from acquisition
Consideration paid in cash
Less: Cash and cash equivalents of subsidiary acquired
Net cash outflow on acquisition
Fair Value
Recognised on
Acquisition
$'000
984,526
433
11,857
24,289
1,021,105
(434,923)
(16,098)
(33,410)
536,674
(88,530)
56,761
504,905
(24,289)
480,616
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
239
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES
Investments in joint ventures
Investments, at cost
Share of post-acquisition reserves
Investments in associates
Investments, at cost
Share of post-acquisition reserves
Total investments in joint ventures
and associates
Balances with joint ventures
Loans to joint ventures:
– Non-current
– Current
Amounts due from joint ventures
Loan from a joint venture:
– Current
Amounts due to joint ventures
Balances with associates
Loan to an associate:
– Non-current
Loan from an associate:
– Current
Group
Company
Note
2017
$'000
2016
$'000
2017
$'000
2016
$'000
84,106
181,455
265,561
997,665
168,431
1,166,096
74,669
165,544
240,213
398,733
154,067
552,800
500
–
500
–
–
–
500
–
500
–
–
–
1,431,657
793,013
500
500
18
18
23
23
18
23
171,426
162,987
15,689
(54,000)
(5)
296,097
165,965
280,487
4,715
–
(109)
451,058
14,368
14,500
(91,865)
(77,497)
(85,947)
(71,447)
–
–
138
–
138
–
–
–
–
–
–
–
–
–
–
–
Loans to joint ventures bear interest at 1.8% to 4.4% (2016: 1.0% to 4.7%) per annum, are unsecured, payable in
cash and have no fixed repayment terms.
Loan from a joint venture is interest-free, unsecured and repayable in cash within the next 12 months.
Amounts due from joint ventures are interest-free, unsecured and repayable in cash on demand.
Amounts due to joint ventures are interest-free, unsecured and repayable in cash on demand.
Non-current loan to an associate is interest-free, unsecured, repayable in cash and has no fixed repayment
terms.
Loan from an associate bears interest at 4.4% (2016: 5.3%) per annum, is unsecured and repayable in cash within
the next 12 months.
240
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
(a)
Acquisitions of Additional Interests in an Associate
In November 2016, Frasers Property Holdings (Thailand) Co., Ltd. (“FPHT”), an indirect wholly-owned subsidiary of
FCL, completed open-market purchases of 99,941,933 additional shares in Golden Land Property Development
Public Company Limited (“Gold”) at average prices ranging from approximately S$0.24 to S$0.25 (THB 6.10 to
THB 6.15) per share, increasing FPHT’s interest in Gold from approximately 35.6% to approximately 39.9%. The
total aggregate consideration for the additional shares is approximately S$25,076,000 (THB 614,600,000). The
excess of fair values of the identifiable assets over consideration is recorded as a gain on acquisition of Gold of
S$5,717,000 under “Exceptional Items” in the profit statement (Note 7).
The market value of the Group’s interest in Gold as at 30 September 2017 is S$355,770,000 (2016: S$193,980,000).
(b)
Acquisition of an Associate
In January 2017, FPHT completed the acquisition of 735,000,000 new ordinary shares (the “Initial Acquisition”) in
TICON, representing 40.1% shareholding interest in TICON. The consideration was approximately S$539,784,000
(THB 13,230,000,000), at a subscription price of approximately S$0.73 (THB 18.00) per share.
Subsequent to the Initial Acquisition, FPHT made further open-market purchases of additional shares in TICON:
Months of Acquisitions No. of Shares
Average Prices of Shares
S$
THB
Aggregate Consideration
S$'000
THB'000
May 2017
August 2017
September 2017
2,455,600
7,428,400
6,120,000
16,004,000
12.91 to 14.00
13.96 to 14.95
15.88
0.52 to 0.57
0.57 to 0.61
0.65
32,329
106,518
97,180
236,027
1,319
4,346
3,965
9,630
Pursuant to the above acquisitions, FPHT held 751,004,000 ordinary shares in TICON and its interest in TICON
increased to 41.0%.
The Group has engaged an independent firm to perform PPA for TICON. Based on the finalised PPA, part of the
consideration paid for the net assets has been identified and allocated to investment properties, investment in
associates, intangible assets, debentures and deferred tax assets and liabilities.
The excess of fair values of the identifiable assets over the total consideration is recorded as a gain on acquisition
of TICON of S$858,000 under “Exceptional Items” in the profit statement (Note 7).
The market value of the Group’s interest in TICON as at 30 September 2017 is S$493,319,000.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
241
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
(c)
Incorporation of a Joint Venture
In March 2017, FPHT entered into a joint venture agreement with TCC Assets (Thailand) Co., Ltd. (“TCCAT”),
an interested party, to establish a new joint venture company, One Bangkok Holdings Co., Ltd. (“OBH”) in
Thailand. FPHT and TCCAT each have an effective shareholding interest of 19.9% and 80.1%, respectively. OBH is
incorporated for the purposes of, among others, leasing and/or subleasing the leasehold rights of land in respect
of a proposed mixed-use development project located in central Bangkok at the intersection of Wireless Road,
Rama IV Road and Sathorn Road, Bangkok, Thailand.
Material Joint Ventures and Associates
Except for Gold, TICON and Supreme Asia Investments Limited and its subsidiary (“SAI group”), the Group’s joint
ventures and associates are individually immaterial.
No disclosure of fair value is made for material joint ventures as they are not quoted on any market.
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
240,213
334,928
Group
2017
$'000
2016
$'000
Group's share of:
– Profit after taxation
– OCI
Total comprehensive income
Addition during the year
Return of capital during the year
Dividends received during the year
Currency re-alignment
57,508
(968)
56,540
10,152
(1,926)
(45,343)
5,925
69,845
(228)
69,617
22,952
–
(188,125)
841
Carrying amount of interest at end of the year
265,561
240,213
242
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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
TICON
$'000
SAI group
$'000
Immaterial
Associates
$'000
Total
$'000
2017
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
Group's interest in net assets
at beginning of the year
Group's share of:
– Profit after taxation
– OCI
Total comprehensive income
Additions during the year
Dividends received during the year
Goodwill
Currency re-alignment
Carrying amount of interest
at end of the year
491,063
58,418
485,750
112,339
–
112,339
33,524
(1,789)
31,735
153,735
–
153,735
(361)
112,700
74
31,661
6,774
146,961
680,531
835,478
(123,136)
(592,465)
800,408
145,664
1,987,928
(196,227)
(565,445)
1,371,920
1,201,972
166,615
(890,175)
–
478,412
(8,049)
808,457
1,065
1,370,855
18,320
460,092
244,358
–
248,394
60,048
552,800
44,742
–
44,742
25,129
(8,701)
5,717
11,330
13,403
(717)
12,686
550,094
(2,399)
858
126
65,749
–
65,749
–
(99,459)
–
2,434
3,827
–
3,827
6,777
(4,172)
–
(1,442)
127,721
(717)
127,004
582,000
(114,731)
6,575
12,448
322,575
561,365
217,118
65,038
1,166,096
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
243
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 14.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D)
Gold
$'000
SAI group
$'000
Immaterial
Associates
$'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
Group's interest in net assets
at beginning of the year
Group's share of:
– Profit/(loss) after taxation
– OCI
Total comprehensive income
Additions during the year
Disposals during the year
Dividends received during the year
Currency re-alignment
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
–
182,375
68,085
250,460
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
244
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 15.
FINANCIAL ASSETS
Available-for-sale financial assets:
Unquoted
Equity investments, at cost
Allowance for impairment
Quoted
Equity investments
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'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
14
–
–
Total available-for-sale financial assets
2,162
2,162
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 33(e)).
16.
INTANGIBLE ASSETS
At Cost
At 1 October 2015
Currency re-alignment
Adjustments on finalisation
of PPA
Write-off against reserves
At 30 September 2016 and
1 October 2016
Currency re-alignment
Additions
Acquisition of subsidiaries
(Note 13(b)(iii))
At 30 September 2017
Accumulated Amortisation
At 1 October 2015
Currency re-alignment
Amortisation
At 30 September 2016 and
1 October 2016
Currency re-alignment
Amortisation (Note 4(c))
At 30 September 2017
Net Book Value
At 30 September 2017
At 30 September 2016
Goodwill
$'000
Brands
$'000
Favourable
Leases
$'000
Software and
Others
$'000
505,953
4,531
162,192
(28,804)
403
–
–
–
510,887
9,803
–
56,761
577,451
133,388
3,898
–
–
137,286
–
–
–
–
–
–
–
–
–
–
–
–
–
–
46,869
(8,246)
(487)
–
38,136
1,114
–
–
39,250
170
(133)
1,067
1,104
57
854
2,015
10,397
–
–
(5,312)
5,085
–
11,083
433
16,601
4,077
–
579
4,656
1
776
5,433
Total
$'000
725,411
(32,519)
(84)
(5,312)
687,496
14,815
11,083
57,194
770,588
4,247
(133)
1,646
5,760
58
1,630
7,448
577,451
510,887
137,286
133,388
37,235
37,032
11,168
429
763,140
681,736
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
245
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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
– International BU
(i)
Australia SBU
2017
$'000
2016
$'000
405,653
62,601
52,436
56,761
577,451
397,339
62,601
50,947
–
510,887
The Group recorded the goodwill upon the acquisition of Frasers Property Limited (“FPL”).
The recoverable amount of the CGU of FPL is estimated using a combination of valuation assumptions
across FPL’s different business units. These approaches include EBIT multiple for the Commercial and
Industrial division, Asset multiple for the Residential division and book value for the Investment Property
division. The assumptions used take into consideration market participants’ multiples used in mergers
and acquisitions, market trading ranges and research reports. Management believes the assumptions
applied are appropriate and sustainable considering current and anticipated business conditions.
The recoverable amount yields sufficient head room at the reporting date which indicates no impairment
required.
As at 30 September 2017, the carrying value of goodwill is Australian Dollar (“A$”) A$381,396,000 (2016:
A$381,396,000).
(ii)
Singapore SBU
The Group recorded the 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% (2016: 10%) and the forecast growth rate used beyond the 10-year period is 2% (2016:
2%). Based on the recoverable amount, no impairment is necessary.
As at 30 September 2017, the carrying value of goodwill is S$62,601,000 (2016: S$62,601,000).
246
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
16.
INTANGIBLE ASSETS (CONT’D)
(a)
Goodwill (cont’d)
(iii)
Hospitality SBU
The Group recorded the goodwill upon the acquisition of MHDV Holdings (UK) Limited (“MHDV”). As at
30 September 2017, the carrying value of goodwill is GBP 28,800,000 (2016: GBP 28,800,000). For the
purposes of impairment assessment, the carrying amount of goodwill is allocated to the net assets of the
Malmaison hotels and Hotel du Vin hotels as a single CGU.
The recoverable amount is determined by discounting the projected cash flows over 7 years to be
generated from continuing use. Cash flows beyond these periods are extrapolated using the estimated
terminal growth rates of 2.0% to 2.5% (2016: 2.0% to 3.0%) which are within management’s expectation
of the long term average growth rates of the industry and cities in which MHDV operates. The projected
cash flows are discounted at the rate of 7.5% (2016: 7.0%).
The recoverable amount yields sufficient headroom at the reporting date which indicates no impairment
required.
Management has assessed that a reasonably possible reduction in the discount rate by 25 basis points
could cause the carrying amount to exceed the recoverable amount by GBP 12,400,000. An increase in
the discount rate by 11 basis points would cause the carrying amount to be equal to the recoverable
amount.
(iv)
International BU
Goodwill on the acquisition of Geneba is provisionally determined at EUR 35,385,000 (2016: Nil) (Note
13(b)(iii)).
(b)
Brands
Brands relate to the “Malmaison” and “Hotel du Vin” brand names that the Group acquired. 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 the estimation of the recoverable amounts of Malmaison and
Hotel du Vin CGUs are as follows:
Malmaison
CGU
2017
%
2016
%
Discount rate
Terminal value growth rate
7.5
2.0 to 2.5
7.0
2.0 to 3.0
(c)
Favourable Leases
Hotel du Vin
CGU
2017
%
7.5
2.0
2016
%
7.0
3.0
Favourable leases relate to certain Malmaison hotels. Amortisation of $854,000 (2016: $1,067,000) was charged
to the profit statement.
The methodology and key assumptions used in the estimation of the recoverable amount of the Malmaison
CGU are set out in Note 16(b).
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
247
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 17.
PREPAYMENTS
Non-current
Prepayments
Current
Prepaid land and development costs
Other prepayments
Total prepayments
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'000
3,963
3,074
76,038
50,217
126,255
130,218
60,455
52,602
113,057
116,131
–
–
153
153
153
–
–
51
51
51
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.
18.
TRADE AND OTHER RECEIVABLES
Note
13
14
14
13
14
14
Other receivables (non-current)
Amounts due from subsidiaries
Loans to joint ventures
Loan to an associate
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
Receivables from joint development
agreements
Recoverable development costs
Amounts due from subsidiaries
Amounts due from related companies
Loans to joint ventures
Amounts due from joint ventures
Loan to a non-controlling interest
Sundry debtors
Total trade and other receivables
(current)
Total trade and other receivables
(current and non-current)
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'000
–
171,426
14,368
48,483
4,415
238,692
–
165,965
14,500
43,804
4,375
228,644
3,175,075
–
–
–
–
3,175,075
1,414,431
–
–
–
–
1,414,431
87,191
65,030
50,012
137,203
159,544
224,574
17,068
1,573
483
36,578
26,943
19,153
–
1,782
162,987
15,689
7,450
51,673
341,379
11,033
15,088
702
36,659
33,791
12,506
–
321
280,487
4,715
–
57,945
453,247
–
–
–
1,128
–
–
–
–
–
217,113
1,092
–
138
–
112
219,583
1,238
–
1,238
1,103
–
–
–
–
–
1,958,514
–
–
–
–
72
1,959,689
478,582
677,821
219,583
1,960,927
717,274
906,465
3,394,658
3,375,358
248
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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, interest-free, unsecured and repayable on demand
in cash.
Loan to a Non-Controlling Interest
The loan to a non-controlling interest is non-trade related, bears interest at a fixed rate of 6% (2016: Nil) per
annum, unsecured and is due within the next 12 months in cash.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
249
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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 BU
Corporate and Others
Group
Company
2017
$'000
51,966
38,455
31,756
1,553
13,473
137,203
2016
$'000
82,296
96,379
38,829
3,324
3,746
224,574
2017
$'000
–
–
–
–
–
–
2016
$'000
–
–
–
–
1,238
1,238
(b)
Trade Receivables that are Past Due but Not Impaired
The Group had trade receivables amounting to $29,093,000 (2016: $21,063,000) 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
2017
$'000
2016
$'000
15,735
4,671
1,204
7,483
29,093
16,068
2,618
1,215
1,162
21,063
250
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
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
Allowance for the year (Note 4(a))
Write-back of allowance (Note 4(a))
Written off
At 30 September
Group
Collectively Impaired
2016
2017
$'000
$'000
Individually Impaired
2016
2017
$'000
$'000
5,703
(2,503)
3,200
2,096
48
370
(11)
–
2,503
4,434
(2,096)
2,338
2,013
83
11
(11)
–
2,096
3,395
(3,395)
–
4,326
(36)
1,741
(2,631)
(5)
3,395
4,326
(4,326)
–
1,908
(57)
3,179
(675)
(29)
4,326
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
251
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 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 and accruals
Employee benefits
Unabsorbed losses and capital
allowances
Others
Gross deferred tax assets
Deferred tax liabilities
Fair value adjustments
Provisions and accruals
Differences in depreciation
Others
Gross deferred tax liabilities
Group
Balance Sheet
(Charged)/credited to
Profit Statement
2017
$'000
2016
$'000
2017
$'000
7,967
60,421
7,300
90,134
35,095
200,917
–
23,220
6,260
99,013
23,905
152,398
2,523
16,686
1,207
(3,670)
11,185
27,931
(277,769)
(153,638)
(25,289)
(37,182)
(493,878)
(171,540)
(99,004)
(12,466)
(20,306)
(303,316)
(88,071)
(35,412)
(15,477)
(26,052)
(165,012)
2016
$'000
–
(196)
1,233
(3,488)
(27,588)
(30,039)
(10,599)
(16,540)
216
25,700
(1,223)
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
2017
$'000
2016
$'000
34,842
(327,803)
(292,961)
55,160
(206,078)
(150,918)
252
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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
2017
$'000
2016
$'000
3,325,886
(87,227)
3,238,659
81,267
3,319,926
(409,181)
2,910,745
3,331,291
(94,165)
3,237,126
117,806
3,354,932
(206,356)
3,148,576
592,334
(50,860)
541,474
3,452,219
899,902
(50,927)
848,975
3,997,551
Group
2017
$'000
2016
$'000
(94,165)
(1,937)
–
8,875
–
(87,227)
(50,927)
(371)
–
438
–
(50,860)
(110,437)
1,174
(27,842)
31,099
11,841
(94,165)
(21,338)
906
(19,268)
614
(11,841)
(50,927)
(a)
During the year, net interest expense of $32,981,000 (2016: $39,140,000) arising from borrowings obtained
specifically for the projects was capitalised as cost of development properties held for sale.
The borrowing costs of loans used to finance the projects have been capitalised at interest rates of between
2.0% and 4.4% (2016: 1.8% and 4.4%) per annum.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
253
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
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
2017
$'000
2016
$'000
823,348
(409,181)
414,167
648,731
(206,356)
442,375
(c)
(d)
Included in development properties held for sale are projects of approximately $1,254,144,000 (2016:
$652,667,000) 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
2017
$'000
2016
$'000
631
650
154,259
112,181
(e)
Certain subsidiaries have granted fixed and floating charges over their properties held for sale totalling
$1,006,636,000 (2016: $1,596,259,000) to financial institutions as securities for credit facilities.
254
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 21.
DERIVATIVE FINANCIAL INSTRUMENTS
Assets
Cross currency swaps/cross currency
interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Liabilities
Cross currency swaps/cross currency
interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'000
1,006
3,273
604
4,883
604
4,279
4,883
39,708
54,401
8,645
102,754
15,051
87,703
102,754
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
73
–
90
163
90
73
163
19,867
16,859
2,090
38,816
2,090
36,726
38,816
225
–
–
225
–
225
225
–
32,557
190
32,747
263
32,484
32,747
(a)
Cross Currency Swaps/Cross Currency Interest Rate Swaps
The Group enters into cross currency swaps and cross currency interest rate 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 swap and cross currency interest rate swap arrangements in
place for the following amounts:
Notional amounts
Within one year
Between one to three years
After three years
Group
Company
2017
$'000
2016
$'000
2017
$'000
100,000
799,990
591,310
1,491,300
112,744
218,193
421,600
752,537
–
526,730
33,765
560,495
2016
$'000
–
–
34,075
34,075
Cross currency swaps with a carrying amount of $6,376,000 (2016: $705,000) 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
255
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 21.
DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)
(b)
Interest Rate Swaps
Interest rate swaps 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
2017
$'000
2016
$'000
2017
$'000
2016
$'000
647,083
3,680,193
596,760
4,924,036
2,031,979
2,750,665
2,006,033
6,788,677
–
1,229,140
130,000
1,359,140
88,595
1,000,000
518,800
1,607,395
As at 30 September 2017, the fixed interest rates of the outstanding interest rate swap contracts ranged between
0.4% to 3.5% (2016: 0.4% to 4.5%) per annum.
Interest rate swaps with a carrying amount of $50,133,000 (2016: $105,494,000) 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 the 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
2017
$'000
2016
$'000
2017
$'000
2016
$'000
546,393
–
546,393
794,294
46,881
841,175
175,584
–
175,584
102,000
–
102,000
A foreign currency forward contract with a carrying amount of $1,300,000 (2016: Nil) was designated as hedge
instrument for net investment hedge to hedge foreign exchange risk arising from the Group’s net investment.
There was no ineffectiveness recognised from this hedge.
256
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 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
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'000
272,205
437,337
–
–
782,074
1,307,656
522,545
1,117,713
–
45,432
20,000
47,516
22,000
25,545
47,545
65,223
25,862
91,085
–
–
–
–
–
–
Total cash and cash equivalents
Total bank deposits and cash and
cash equivalents
2,137,275
1,731,343
45,432
67,516
2,409,480
2,168,680
45,432
67,516
(a)
Bank deposits comprise the following Chinese Renminbi (“RMB”) structured deposits:
Group
2017
Principal protected deposits
Linked to United States Dollar (US$)/S$
Linked to US$ LIBOR
Linked to US$ LIBOR
Total principal protected deposits(1)
Total structured deposits
$'000
RMB'000
101,950
85,637
84,618
272,205
272,205
500,000
420,000
415,000
1,335,000
1,335,000
Interest
Rate
%
Maturity
4.1
3.8
3.9
5 January 2018
19 October 2017
8 November 2017
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
257
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 22.
BANK DEPOSITS AND CASH AND CASH EQUIVALENTS (CONT’D)
(a)
Bank deposits comprise the following Chinese Renminbi (“RMB”) structured deposits (cont’d):
Group
2016
Principal protected deposits
Linked to US$/S$
Linked to US$/S$
Linked to US$/S$
Total principal protected deposits(1)
Credit-linked deposits
Linked to US$ LIBOR
Linked to US$ LIBOR
Other deposits
Other deposits
Total credit-linked deposits(2)
$'000
RMB'000
Interest
Rate
%
Maturity
61,309
81,746
20,436
163,491
6,131
102,183
108,314
46,714
118,818
165,532
273,846
300,000
400,000
100,000
800,000
30,000
500,000
530,000
228,580
581,400
809,980
1,339,980
2.7
2.7
2.8
2.8
3.1
3.0
3.0
18 October 2016
17 October 2016
25 November 2016
3 March 2017
3 March 2017
13 January 2017
1 March 2017
Total structured deposits
437,337
2,139,980
(1)
(2)
Principal protected at maturity.
Credit-linked deposits are linked to certain financing obtained by FCL Treasury Pte. Ltd. (“FCLT”), a wholly-owned subsidiary of the Company
(Note 24).
(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
2017
$'000
2016
$'000
2,137,275
(1,530)
1,731,343
(3,146)
Note
24
Cash and cash equivalents in the consolidated cash flow statement
2,135,745
1,728,197
258
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
23.
TRADE AND OTHER PAYABLES
Group
2017
$'000
2016
$'000
Note
Trade payables
490,378
472,436
Company
2017
$'000
1,083
–
–
9,756
–
–
–
194,653
6
–
–
–
–
204,415
2016
$'000
1,074
–
–
7,713
–
–
–
187,435
–
–
–
–
–
195,148
10,181
48,499
4,156
45,297
474,185
234,317
38,472
19,122
–
721
91,865
54,000
5
149,461
1,120,828
407,498
66,461
56,130
67,327
–
669
85,947
–
109
488,931
1,222,525
1,611,206
1,694,961
205,498
196,222
30,289
2,955
57,639
–
40,027
130,910
67,504
146,844
33,192
–
42,886
290,426
–
–
–
985
–
985
–
–
–
1,308
–
1,308
1,742,116
1,985,387
206,483
197,530
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
Loan from a joint venture
Amounts due to 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
Total trade and other payables
(current and non-current)
Trade Payables
13
14
14
14
13
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 interest-free, non-trade in nature, unsecured and
repayable in cash on demand.
Included in non-current amounts due to non-controlling interests are $35,289,000 (2016: $28,932,000) which
bear interest at a range between 1.9% and 2.1% (2016: 1.9% and 2.8%), are non-trade in nature, unsecured and
with no fixed term of repayment.
Sundry Creditors
Included in non-current sundry creditors are unfavourable leases of $11,491,000 (2016: $11,537,000) relating to
a lease liability for effects of unfavourable leases recognised on the acquisition of MHDV and is amortised over
the lease terms of the hotel properties.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
259
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
23.
TRADE AND OTHER PAYABLES (CONT’D)
Amounts due to Related Companies
Amounts due to related companies are interest-free, non-trade in nature, unsecured and repayable in cash on
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 amounts owing to land vendors of $210,256,000 (2016: $146,844,000) are secured over the properties until
the balances of the purchase monies have been paid or settlements of the acquisition have occurred.
24.
LOANS AND BORROWINGS
Weighted
Average
Effective
Interest Rate
2016
%
2017
%
Group
Company
2017
$'000
2016
$'000
2017
$'000
2016
$'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
2.5
2.5
–
2.2
2.9
–
531,889
60,000
1,530
1,052,700
30,000
3,146
2.5
3.1
978,299
1,571,718
384,270
1,470,116
2.3
3.4
3.5
2.1
4.9
2.5
3.4
3.4
1.9
4.9
5,370,243
2,086,620
526,572
4,587,183
1,081,541
529,268
2,042,181
30,510
10,056,126
2,096,135
31,294
8,325,421
Total loans and borrowings
11,627,844
9,795,537
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
260
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
24.
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
2017
$'000
2016
$'000
2017
$'000
2016
$'000
2,764,181
6,319,105
972,840
10,056,126
1,119,011
6,190,504
1,015,906
8,325,421
–
–
–
–
–
–
–
–
(c)
(d)
(e)
(f)
As at 30 September 2017, 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 33.
FCLT has a S$3,000,000,000 Multicurrency Medium Term Note Programme and a S$5,000,000,000 Multicurrency
Debt Issuance Programme, which are unconditionally and irrevocably guaranteed by the Company.
The Group, through its subsidiary, FCT, established a S$1,000,000,000 Multicurrency Medium Term Note and a
$3,000,000,000 Multicurrency Debt Issuance Programme.
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)
The Group, through its subsidiary, FLT, established a S$1,000,000,000 Multicurrency Debt Issuance Programme.
(i)
Included in other bonds are:
Unsecured
(i)
(ii)
Retail bonds of S$498,261,000 (2016: S$497,886,000) 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$28,311,000 (JPY 2.35 billion) (2016: S$31,382,000 (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$30,510,000 (MYR 94,927,000) (2016: S$31,294,000 (MYR 94,886,000)) issued by FHT.
The Malaysian Ringgit denominated bonds mature 5 years from 14 July 2014 and are secured by the
Westin Kuala Lumpur.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
261
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
25.
SHARE CAPITAL
Group and Company
2017
2016
No. of Shares
$'000
No. of Shares
$'000
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
2,899,996,444
1,766,800
2,895,009,863
1,759,858
5,328,250
2,905,324,694
7,971
1,774,771
4,986,581
2,899,996,444
6,942
1,766,800
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.
26. OTHER RESERVES
Hedging reserve
Foreign currency translation reserve
Share-based compensation reserve
Dividend reserve
Other reserves
Group
2017
$'000
2016
$'000
(48,005)
(394,294)
18,494
180,130
32,836
(210,839)
(75,374)
(471,347)
18,600
179,800
20,588
(327,733)
Company
2017
$'000
–
–
18,494
180,130
–
198,624
2016
$'000
3,700
–
18,600
179,800
–
202,100
262
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
26. 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
Reserves
$'000
Total
$'000
Group
2017
Opening balance at 1 October 2016
(75,374)
(471,347)
18,600
179,800
20,588
(327,733)
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
28,337
–
–
79,026
(968)
(717)
27,369
78,309
–
–
–
–
–
–
–
–
–
–
–
–
28,337
79,026
(1,685)
105,678
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividend paid (Note 29)
Dividend proposed (Note 29)
Transfer to retained earnings
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
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(7,971)
7,865
–
–
–
–
–
(179,800)
180,130
–
–
–
–
–
12,248
(7,971)
7,865
(179,800)
180,130
12,248
(106)
330
12,248
12,472
(1,256)
(1,256)
–
–
–
–
–
–
(1,256)
(1,256)
Closing balance at 30 September 2017
(48,005)
(394,294)
18,494
180,130
32,836
(210,839)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
263
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 26. OTHER RESERVES (CONT’D)
Foreign
Currency
Translation
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Hedging
Reserve
$'000
Dividend
Reserve
$'000
Other
Reserves
$'000
Total
$'000
Group
2016
Opening balance at 1 October 2015
27,804
(468,446)
15,353
179,491
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
(103,204)
–
–
(2,180)
(56)
–
(103,260)
(2,180)
Contributions by and distributions
to owners
Ordinary shares issued
Employee share-based expense
Dividend paid (Note 29)
Dividend proposed (Note 29)
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
–
–
–
–
–
82
82
–
–
–
–
–
(721)
(721)
–
–
–
–
–
–
–
–
(6,942)
10,189
–
–
–
–
(179,491)
179,800
3,247
309
–
–
–
–
–
–
–
(245,798)
(103,204)
(2,180)
20,588
20,532
20,588
(84,852)
–
–
–
–
–
–
–
(6,942)
10,189
(179,491)
179,800
3,556
(639)
(639)
Closing balance at 30 September 2016
(75,374)
(471,347)
18,600
179,800
20,588
(327,733)
(a)
Hedging Reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging
instruments related to hedged transactions that have not yet occurred.
(b)
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 27).
264
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 26. OTHER RESERVES (CONT’D)
(d)
Dividend Reserve
Dividend reserve relates to proposed final dividend of 6.2 cents (2016: 6.2 cents) per share (Note 29).
(e)
Other Reserves
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.
27.
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, the final number of RSP
awards could range between 0% to 150% of the initial grant of the RSP awards.
50% of the final RSP 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 for awards granted under the RSP during the financial year is
$16,587,000 (2016: $9,662,000).
The estimated fair value of each RSP award granted during the year ranges from $1.26 to $1.40 (2016: $1.42
to $1.54). The fair value is determined using Monte Carlo Valuation Model, which involves projection of future
outcomes using statistical distributions of key random variables including share price and volatility of returns.
The inputs to the model used are as follows:
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
2017
2016
5.18
16.96
1.76 to 2.26
2.03 to 4.03
1.55
3.96
19.33
1.95 to 2.32
2.03 to 4.03
1.67
Cash-settled awards of shares are measured at their current fair values at the balance sheet date.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
265
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
27.
SHARE PLANS (CONT’D)
(b)
FCL Performance Share Plan (“PSP”)
The PSP is a share-based incentive plan for senior executives and key senior management, which was approved
by shareholders of the Company at an Extraordinary General Meeting held on 25 October 2013.
Information regarding the PSP are as follows:
(i)
Depending on the achievement of pre-determined targets over a 3-year period, the final number of PSP
awards could range between 0% to 200% of the initial grant of the PSP awards.
(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 for awards granted under the PSP during the financial year is
$228,000 (2016: $558,000).
The estimated fair value of each PSP award granted during the year is $1.01 (2016: $1.04). The fair value is
determined using Monte Carlo Valuation Model, which involves projection of future outcomes using statistical
distributions of key random variables including share price and volatility of returns. The inputs to the model used
are as follows:
Dividend yield (%)
Expected volatility (%)
Cost of equity (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)
RSP and PSP Awards Granted
2017
5.18
16.96
6.40
2.03
3.03
1.55
2016
3.96
19.33
7.20
2.15
3.03
1.67
The fourth grant of RSP and PSP awards (“Year 4”) was made on 21 December 2016. The details of the awards
granted under the RSP and PSP in aggregate are as follows:
RSP Awards
Grant Date
Replacement
FCL Awards* 3 October 2014
3 October 2014
Year 1
19 August 2015
Year 2
22 December 2015
Year 3
21 December 2016
Year 4
Balance as at
1 October
2016 or
Grant Date
if Later
Cancelled
Achievement
Factor
Balance as at 30 September 2017
Vested Equity-settled Cash-settled
Total
1,003,500
2,390,450
6,955,138
9,399,771
11,368,660
31,117,519
–
–
(112,575)
(310,000)
(302,900)
(725,475)
– (1,003,500)
– (1,195,225)
(3,575,450)
–
–
(5,774,175)
222,762
–
–
222,762
–
1,189,650
2,780,400
6,350,771
8,070,860
18,391,681
–
–
1,195,225
5,575
3,489,875
709,475
2,739,000
9,089,771
2,994,900 11,065,760
6,448,950 24,840,631
*
The Replacement FCL Awards were granted to replace the 1,844,401 Outstanding F&N Awards.
266
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
27.
SHARE PLANS (CONT’D)
RSP and PSP Awards Granted (cont’d)
During the year, certain employees working in foreign locations were offered the option to elect for cash
settlement of their share awards. As a result, 6,448,950 share awards were classified as cash-settled awards
during the year and the fair value was re-measured at the balance sheet date, using valuation method which
involves using the market share price at balance sheet date and adjusting for projection of future outcomes. The
incremental fair value recognised was $6,012,000.
PSP Awards Grant Date
Year 1
Year 2
Year 3
Year 4
3 October 2014
19 August 2015
22 December 2015
21 December 2016
Balance as at
1 October
2016
or Grant Date
if Later
667,839
469,059
523,616
219,540
1,880,054
Cancelled
Achievement
Factor
Balance as at 30 September 2017
Vested Equity-settled
Cash-settled
Total
–
–
–
–
–
(341,339)
–
–
–
(341,339)
(326,500)
–
–
–
(326,500)
–
469,059
523,616
219,540
1,212,215
–
–
–
–
–
–
469,059
523,616
219,540
1,212,215
The first grant of RSP and PSP awards for FY2014 (“Year 1”) was made on 3 October 2014. The second grant of
RSP and PSP awards (“Year 2”) was made on 19 August 2015. The third grant of RSP and PSP awards (“Year 3”)
was made on 22 December 2015. The details of the awards granted 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**
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
598,655
667,839
469,059
523,616
2,259,169
Cancelled
Achievement
Factor
–
–
–
–
–
(38,855)
–
–
–
(38,855)
Balance as at
30 September
2016
or Grant Date
if Later
–
667,839
469,059
523,616
1,660,514
Vested
(559,800)
–
–
–
(559,800)
** The Replacement FCL Awards were granted to replace the 370,246 Outstanding F&N Awards.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
267
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
28.
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 Medium Term Note 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
Issued under FCLT’s S$5,000,000,000 Multicurrency Debt Issuance Programme:
– 3.95% subordinated perpetual securities
21 September 2017
$308,000,000
On 21 September 2017, the Group, through its wholly-owned subsidiary, FCLT, issued $308,000,000 in aggregate
principal amount of perpetual securities. Issuance costs of $1,710,000 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.
29.
DIVIDENDS
Dividends on Ordinary Shares:
Interim paid
2.4 cents (2016: 2.4 cents) per share, tax exempt
Final proposed
6.2 cents (2016: 6.2 cents) per share, tax exempt
Company
2017
$'000
2016
$'000
70,058
69,909
180,130
250,188
179,800
249,709
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.
268
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 30.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”)
A number of new standards and amendments to standards are effective for annual periods beginning on or after
1 January 2017 and earlier application is permitted; however, the Group has not early applied the following new
or amended standards in preparing these statements.
For those new standards and amendments to standards that are expected to have an effect on the financial
statements of the Group in future financial periods, the Group is assessing the transition options and the potential
impact on its financial statements.
An initial assessment of the new standards that are relevant to the Group is set out below:
Applicable to financial statements for the year ending 30 September 2019
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.
FRS 115 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. FRS
115 offers a range of transition options including full retrospective adoption where an entity can choose to apply
the standard to its historical transactions and retrospectively adjust each comparative period presented in its
2019 financial statements. When applying the full retrospective method, an entity may also elect to use a series
of practical expedients to ease transition.
Potential impact on the financial statements
During the financial year, the Group completed its initial assessment of the impact on the Group’s financial
statements. Based on its initial assessment, the Group does not expect significant changes to the recognition
criteria for most of its existing revenue arrangements (refer to Note 2.18).
The Group is currently performing a detailed contracts review on how the requirements of FRS 115 may impact
the timing of recognition of revenue from Properties Held for Sale in different regions where the Group operates.
Subject to the conclusion of the detailed contracts review, the Group will adopt an appropriate Group policy for
its subsidiaries and assess the impact to Group’s financial statements.
The Group plans to adopt the standard when it becomes effective for the Group on 1 October 2018 using the
full retrospective approach.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
269
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
30.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (CONT’D)
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.
Retrospective application is generally required, except for hedge accounting. For hedge accounting, the
requirements are generally applied prospectively, with some limited exceptions. Restatement of comparative
information is not mandatory. If comparative information is not restated, the cumulative effect is recorded in
opening equity as at 1 October 2018.
Potential impact on the financial statements
The Group does not expect a significant change to the measurement basis arising from the new classification
and measurement model under FRS 109.
Loans and receivables currently accounted for at amortised cost will continue to be accounted for using the
amortised cost model under FRS 109.
For financial assets and liabilities currently held at fair value, the Group expects to continue measuring these
assets at fair value under FRS 109.
The Group is evaluating the approach to adopt in respect of recording expected impairment losses on trade
receivables, which involves the Group reviewing its impairment loss estimation methodology to quantify the
impact on the financial statements. Based on preliminary assessment, the Group does not expect a significant
increase to the impairment allowance.
The Group expects that all existing hedges that are designated in effective hedging relationships will continue to
qualify for hedge accounting under FRS 109.
The Group plans to adopt the standard when it becomes effective for the Group as at 1 October 2018 without
restating comparative information.
Convergence with International Financial Reporting Standards (IFRS)
In addition, the Accounting Standards Council (ASC) announced on 29 May 2014 that Singapore-incorporated
companies listed on the Singapore Exchange (SGX) will apply a new financial reporting framework identical to
the International Financial Reporting Standards (referred to as SG-IFRS in these financial statements) for annual
periods beginning 1 January 2018.
The Group has performed a preliminary assessment of the impact of SG-IFRS 1 First-time adoption of
International Financial Reporting Standards for the transition to the new reporting framework. Based on the
Group’s preliminary assessment, the Group expects that the impact on adoption of SG-IFRS 15 Revenue from
Contracts with Customers and SG-IFRS 9 Financial Instruments will be similar to adopting FRS 115 and FRS 109
as described in this Note.
Other than arising from the adoption of new and revised standards, the Group does not expect to change its
existing accounting policies on adoption of the new framework.
270
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
30.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (CONT’D)
Convergence with International Financial Reporting Standards (IFRS) (cont’d)
The Group is currently performing a detailed analysis of the available policy choices, transitional optional
exemptions and transitional mandatory exceptions under SG-IFRS 1 and the preliminary assessment may be
subject to changes arising from the detailed analyses.
Applicable to financial statements for the year ending 30 September 2020
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.
Potential impact on the financial statements
The Group has performed a preliminary high-level assessment of the new standard on its existing operating lease
arrangements as a lessee (refer to Note 36(b)). Based on the preliminary assessment, the Group expects these
operating leases to be recognised as ROU assets with corresponding lease liabilities under the new standard.
Assuming no additional new operating leases in future years until the effective date, the Group expects the
amount of ROU asset and lease liability to be lower due to discounting and as the lease terms run down.
The Group continues to assess the possibility of early adopting or plans to adopt the standard when it becomes
effective for the Group as at 1 October 2019. The Group will perform a detailed analysis of the standard, including
the transition options and practical expedients in the coming financial year.
The Group expects that the impact on adoption of IFRS 16 Leases to be similar to adopting SG-FRS 116, after
the transition to SG-IFRS as at 1 October 2018 as described above.
31.
SIGNIFICANT RELATED PARTY TRANSACTIONS
For the purposes of these financial statements, parties are considered to be related to the Group if the Group
has the direct and indirect ability to control the party, jointly control or exercise significant influence over the
party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to
common control or significant influence. Related parties may be individuals or other entities.
The Group considers the Directors of the Company, and Key Executive Officers comprising the Group CEO, key
management officers of the corporate office and CEOs of the strategic business units, to be key management
personnel in accordance with FRS 24 Related Party Disclosures.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
271
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
31.
SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)
Sale and Purchase of Goods and Services
In addition to those related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Group and related parties took place during the period at terms agreed
between the parties:
Group
2017
$'000
2016
$'000
(2,076)
(2,843)
(616)
(240)
(13,481)
240
(12,011)
180
536
502
(7,846)
631
(10,235)
728
154,259
112,181
(17,113)
(3,822)
(630)
(662)
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 party
Purchases
– paid to related companies
Interest (income)/expense
– received from related parties
– paid to related parties
Development costs
– paid to related companies
Marketing fees
– received from joint ventures
Accounting and secretarial fees
– received from joint ventures
272
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
32.
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 2017, 100% (2016: 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
273
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 32.
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
2017
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 swaps (gross-settled)
– outflow
– inflow
(11,627,844)
(1,583,256)
(13,211,100)
(12,738,710)
(1,587,994)
(14,326,704)
(1,858,088)
(1,465,778)
(3,323,866)
(9,752,514)
(104,576)
(9,857,090)
(1,128,108)
(17,640)
(1,145,748)
(51,128)
(51,874)
(34,896)
(16,978)
(8,041)
(38,702)
(546,615)
538,673
(546,615)
538,673
–
–
–
–
–
(1,597,563)
1,558,762
(98,617)
(14,425,321)
(120,659)
128,555
(34,942)
(3,358,808)
(1,476,904)
1,430,207
(63,675)
(9,920,765)
–
–
–
(1,145,748)
(97,871)
(13,308,971)
274
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 32.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
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 swaps/cross currency
interest rate 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
(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)
(4,687)
(14,639)
(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)
(125,421)
(11,417,414)
#
Exclude progress billings received in advance and provisions.
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
2017
$'000
(37,707)
(27,454)
(65,161)
2016
$'000
(50,585)
(57,581)
(108,166)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
275
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
32.
FINANCIAL RISK MANAGEMENT (CONT’D)
(b)
Liquidity Risk (cont’d)
Carrying
amount
$'000
Contractual Cash Flows
1 to 5
years
$'000
1 year
or less
$'000
Total
$'000
Over 5
years
$'000
Company
2017
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 swaps (gross-settled)
– outflow
– inflow
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 swaps (gross-settled)
– outflow
– inflow
276
(10,845)
(195,638)
(206,483)
(10,845)
(195,638)
(206,483)
(10,845)
(194,653)
(205,498)
– (12,913,731) (12,913,731)
(206,483) (13,120,214) (13,119,229)
–
(985)
(985)
–
(985)
(16,859)
(17,026)
(10,030)
(6,996)
(2,000)
(19,794)
(175,687)
173,634
(175,687)
173,634
–
–
(2,588)
(587,334)
567,740
10,909
(3,762)
(38,673)
(245,136) (13,158,887) (13,122,991)
(38,653)
(584,746)
556,831
(34,911)
(35,896)
(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)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 32.
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
2017
Variable rate instruments not hedged
Interest rate swaps/cross currency
interest rate swaps
Cash flow sensitivity (net)
2016
Variable rate instruments not hedged
Interest rate swaps/cross currency
interest rate swaps
Cash flow sensitivity (net)
Profit before tax
Equity
100 bp
Increase
$'000
100 bp
Decrease
$'000
100 bp
Increase
$'000
100 bp
Decrease
$'000
(37,920)
37,920
–
–
15,317
(22,603)
(15,376)
22,544
89,678
89,678
(93,638)
(93,638)
(13,251)
13,251
–
–
5,135
(8,116)
(5,135)
8,116
134,556
134,556
(134,556)
(134,556)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
277
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 32.
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 2017 and 30 September 2016, after taking into
account foreign currency forward contracts and cross currency swaps, is as follows:
Singapore
Dollar
$'000
Australian
Dollar
$'000
Chinese
Renminbi
$'000
Sterling
Pound
$'000
United
States
Dollar
$'000
Group
2017
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
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
4,159
37,845
–
31,534
1,077
5
–
1,570
15,784
6,778
(38,249)
(226,569)
(23)
–
(29)
–
(104)
–
(8,731)
(969,210)
(222,814)
31,511
1,053
1,466
(955,379)
226,568
3,754
–
31,511
–
1,053
–
1,466
970,523
15,144
135
72,085
216,789
24,773
56,877
3
320,820
20,579
50,630
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
(348,937)
219,000
51,621
(136,711)
90,921
115,315
(50,253)
(254,518)
2,616
336,658
(12,279)
278
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
32.
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
Singapore Dollar
Australian Dollar
Sterling Pound
Euro
Others
Group
2017
$'000
2016
$'000
10,743
225,980
190,498
34,487
1,504
463,212
142,744
129,494
10,478
2,417
1,715
286,848
The Company’s exposure to foreign currencies as at 30 September 2017 and 30 September 2016, after taking
into account foreign currency forward contracts, is as follows:
Company
2017
Financial Assets
Trade and other receivables
Cash and cash equivalents
Currency exposure
2016
Financial Assets
Trade and other receivables
Cash and cash equivalents
Currency exposure
Australian
Dollar
$'000
United
States
Dollar
$'000
50,389
2,416
52,805
9,586
2,829
12,415
48,980
27
49,007
9,573
162
9,735
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
279
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
32.
FINANCIAL RISK MANAGEMENT (CONT’D)
(d)
Foreign Currency Risk (cont’d)
Sensitivity Analysis for Foreign Currency Risk
The following table demonstrates the sensitivity analysis of the Group’s exposure to foreign currency risk on its
financial assets and liabilities as at the end of the financial year by a reasonably possible change in the S$, 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
$'000
30 September 2017
S$
A$
RMB
GBP
US$
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
30 September 2016
S$
A$
RMB
GBP
US$
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
– Strengthened 1%
– Weakened 1%
280
38
(38)
315
(315)
11
(11)
15
(15)
151
(151)
516
(516)
909
(909)
(503)
503
26
(26)
(123)
123
–
–
1,125
(1,122)
–
–
1,961
(1,957)
–
–
–
–
–
–
–
–
1,127
(1,127)
–
–
–
–
528
(528)
–
–
–
–
124
(124)
–
–
490
(490)
–
–
–
–
97
(97)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 33.
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
281
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(b)
Classifications and Fair Values
The following tables show the carrying amounts and fair values of financial assets and liabilities, including their
levels in the fair value hierarchy. They do 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
2017
Assets and Liabilities measured
at Fair Value:
Financial Assets
Available-for-sale financial assets:
– Quoted investments
Derivative financial assets:
– Cross currency swaps/cross
15
14
–
currency interest rate swaps
21
21
– Interest rate swaps
– Foreign currency forward contracts 21
Non-Financial Assets
Investment properties
11
Financial Liabilities
Derivative financial liabilities:
– Cross currency swaps/cross
currency interest rate swaps
21
– Interest rate swaps
21
– Foreign currency forward contracts 21
–
–
–
–
14
–
–
–
–
–
–
–
–
14
14
1,006
3,273
604
1,006
3,273
604
1,006
3,273
604
– 15,817,282 15,817,282 15,817,282
4,883 15,817,282 15,822,179 15,822,179
39,708
54,401
8,645
102,754
–
–
–
–
39,708
54,401
8,645
102,754
39,708
54,401
8,645
102,754
Liabilities not carried at Fair Value
but for which Fair Value are
disclosed:
Financial Liabilities
Bank borrowings (non-current)
24
2,365,960
7,741,652
– 10,107,612 10,056,126
282
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
33.
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
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/
15
cross currency swaps
21
– Interest rate swaps
21
– Foreign currency forward contracts 21
Non-Financial Assets
Investment properties
11
Financial Liabilities
Derivative financial liabilities:
– Cross currency interest rate swaps/
cross currency swaps
21
21
– Interest rate swaps
– Foreign currency forward contracts 21
14
–
–
–
–
14
–
–
–
–
–
4,689
1,446
5,362
–
–
–
–
14
14
4,689
1,446
5,362
4,689
1,446
5,362
– 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
10,049
136,918
19,328
107,541
10,049
136,918
Liabilities not carried at Fair Value
but for which Fair Value are
disclosed:
Financial Liabilities
Bank borrowings (non-current)
24
1,714,599
6,683,319
–
8,397,918
8,325,421
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
283
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
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
2017
Assets and Liabilities measured
at Fair Value:
Financial Assets
Derivative financial assets:
– Cross currency swaps
21
– Foreign currency forward contracts 21
Non-Financial Asset
Investment property
11
Financial Liabilities
Derivative financial liabilities:
21
– Cross currency swaps
– Interest rate swaps
21
– Foreign currency forward contracts 21
2016
Assets and Liabilities measured
at Fair Value:
Financial Assets
Derivative financial assets:
– Cross currency swaps
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward contracts
21
11
21
21
–
–
–
–
–
–
–
–
–
–
–
–
–
–
73
90
–
163
19,867
16,859
2,090
38,816
225
–
225
–
–
73
90
73
90
1,500
1,500
1,500
1,663
1,500
1,663
–
–
–
–
19,867
16,859
2,090
38,816
19,867
16,859
2,090
38,816
–
225
225
1,600
1,600
1,600
1,825
1,600
1,825
32,557
190
32,747
–
–
–
32,557
190
32,747
32,557
190
32,747
284
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 33.
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
Foreign 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
285
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
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 method,
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
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
33.
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
Fair Value
as at
30 September 2017
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
Investment Properties
Singapore SBU
– Singapore
6,890,600
(2016: 5,502,100)
– Capitalisation – Capitalisation rate:
method
3.3% to 5.3%
(2016: 3.8% to 6.0%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
7.0% to 8.0%
(2016: 6.5% to 8.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
3.5% to 5.8%
(2016: 3.8% to 6.0%)
– Australia
858,857
(2016: 779,788)
– Capitalisation – Capitalisation rate:
method
5.3% to 7.3%
(2016: 5.6% to 7.5%)
The estimated fair value
varies inversely against
the capitalisation rate
– Discounted
cash flow
method
– Discount rate:
6.8% to 7.7%
(2016: 7.0% to 7.8%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
5.5% to 7.3%
(2016: 5.9% to 7.8%)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
287
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
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
2017
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
Description
Investment Properties
under Construction
Singapore SBU
– Singapore
1,416,000 – Capitalisation
– Capitalisation rate:
(2016: 2,255,000)
method
3.7%
(2016: 3.8% to 4.9%)
– Residual land
– Total gross
value method
development values:
$1,715,000,000
(2016: $3,074,700,000)
– Total estimated
construction cost to
completion:
$156,469,000
(2016: $461,981,000)
Investment Properties
Hospitality SBU
– Singapore
773,300 – Capitalisation
– Capitalisation rate:
(2016: 759,400)
method
3.3% to 5.3%
(2016: 3.8% to 5.4%)
– Discounted
cash flow
method
– Discount rate:
4.5% to 7.3%
(2016: 6.0% to 7.5%)
– Terminal yield rate:
3.3% to 5.6%
(2016: 3.8% to 5.6%)
– Australia
187,619 – Capitalisation
– Capitalisation rate:
(2016: 179,240)
method
6.8%
(2016: 7.0%)
– Discounted
cash flow
method
– Discount rate:
8.3% to 8.5%
(2016: 8.8%)
– Market
comparison
method
– Terminal yield rate:
6.8% to 7.0%
(2016: 7.0%)
– Transacted price
of comparable
properties(1):
$772 psf to $1,886 psf
(2016: $651 psf to
$1,422 psf)
288
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
would increase with
higher gross development
value and decrease
with higher cost to
completion
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
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
33.
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
2017
$'000
Valuation
Techniques
Key Unobservable
Inputs
Investment Properties
Hospitality SBU (cont’d)
– Europe
706,344 – Capitalisation
– Capitalisation rate:
(2016: 608,666)
method
5.8% to 6.3%
(2016: 6.3% to 6.5%)
– Discounted
cash flow
method
– Discount rate:
7.3% to 9.5%
(2016: 7.3% to 11.1%)
– Market
comparison
method
– Terminal yield rate:
5.3% to 7.5%
(2016: 5.5% to 9.1%)
– Transacted price
of comparable
properties(1):
$2,283 psf to $3,534 psf
(2016: $1,742 psf to
$3,715 psf)
– China
247,732 – Capitalisation
(2016: 245,232)
method
– Capitalisation rate:
2.4% (2016: 2.4%)
– Discounted
cash flow
method
– Discount rate:
5.4% (2016: 5.4%)
– Others
(2016: 92,196)
90,424 – Discounted
cash flow
method
– Market
comparison
method
– Terminal yield rate:
2.4% (2016: 2.4%)
– Capitalisation rate:
8.4% (2016: 9.2%)
– Discount rate:
7.5% (2016: 7.5%)
– Terminal yield rate:
8.4% (2016: 9.2%)
– Transacted price
of comparable
properties(1):
$205 psf to $234 psf
(2016: $219 psf to
$238 psf)
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
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
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
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
289
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
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
2017
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
192,884 – Capitalisation – Capitalisation rate:
(2016: 173,122)
method
4.8%
(2016: 5.0%)
The estimated fair value
varies inversely against
the capitalisation rate
– Residual land – Total gross
value method
The estimated fair value
would increase with
higher gross development
development values:
$297,000,000
(2016: $294,000,000) value and decrease
with higher cost to
completion
– Total estimated
construction cost to
completion:
$72,291,000
(2016: $85,990,000)
79,563 – Capitalisation – Capitalisation rate:
5.5% (2016: 5.8%)
method
(2016: 49,281)
Description
Investment Properties
under Construction
Hospitality SBU
– Singapore
– Europe
– Discounted
cash flow
method
– Discount rate:
7.5% (2016: 7.8%)
Investment Properties
Australia SBU
– Frasers Property
Australia
1,189,000 – Capitalisation – Capitalisation rate:
(2016: 1,016,624)
method
5.5% to 7.5%
(2016: 6.3% to 8.0%)
– Discounted
cash flow
method
– Discount rate:
7.0% to 8.5%
(2016: 7.5% to 9.0%)
– Terminal yield rate:
5.8% to 7.5%
(2016: 6.5% to 8.5%)
– FLT
1,959,776 – Capitalisation – Capitalisation rate:
(2016: 1,747,776)
method
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount 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
5.8% to 11.4%
(2016: 6.0% to 11.8%) the capitalisation rate
The estimated fair value
varies inversely against
– Discounted
cash flow
method
– Discount rate:
7.1% to 9.5%
(2016: 7.3% to 9.5%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
6.0% to 22.8%
(2016: 6.3% to 22.8%)
290
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
33.
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
Australia SBU
– Frasers Property
Australia
Fair Value
as at
30 September
2017
$’000
Valuation
Techniques
Key Unobservable
Inputs
Nil – Capitalisation – Capitalisation rate:
(2016: 30,370)
method
Nil
(2016: 6.3% to 7.0%)
– Discounted
cash flow
method
– Discount rate:
Nil
(2016: 7.3%)
– Terminal yield rate:
Nil
(2016: 6.8% to 7.3%)
– FLT
66,369 – Capitalisation – Capitalisation rate:
(2016: Nil)
method
6.0% to 6.3%
(2016: Nil)
– Discounted
cash flow
method
– Discount rate:
7.3%
(2016: Nil)
– Terminal yield rate:
6.3% to 7.0%
(2016: Nil)
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
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
Investment Properties
International BU
– Vietnam
(2016: 55,202)
54,969 – Discounted
cash flow
method
– Discount rate:
12.0%
(2016: 12.0%)
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
– Terminal yield rate:
10.0%
(2016: 10.0%)
– Europe
(2016: Nil)
989,619 – Discounted
cash flow
method
– Capitalisation rate:
5.0% to 12.0%
(2016: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
– Discount rate:
5.0% to 9.0%
(2016: Nil)
The estimated fair value
varies inversely against
the discount rate
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
291
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
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
International BU
– Europe
Fair Value
as at
30 September
2017
$'000
Valuation
Techniques
Key Unobservable
Inputs
Inter-relationship
Between Key
Unobservable
Inputs and Fair Value
Measurement
107,954 – Market
(2016: Nil)
comparison
method
– Transacted price
of comparable
properties(1)
$310 psf to
$1,180 psf
(2016: Nil)
The estimated fair value
varies with different
adjustment factors
used
– Vietnam
(2016: Nil)
6,272 – Discounted
cash flow
method
– Capitalisation rate:
11.0%
(2016: Nil)
The estimated fair value
varies inversely against
the capitalisation rate
– Discount rate:
16.0%
(2016: Nil)
The estimated fair value
varies inversely against
the discount rate
– Market
comparison
method
– Transacted price
of comparable
properties(1)
$315 psf to
$344 psf
(2016: Nil)
The estimated fair value
varies with different
adjustment factors used
(1) Adjustments are made for any difference in the location, tenure, size and condition of the specific property.
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.
292
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
33.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(d)
Level 3 Fair Value Measurements (cont’d)
(ii)
Movements in Level 3 Assets Measured at Fair Value
The movements of financial and non-financial assets, classified under Level 3 and measured at fair value
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.
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 is 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
293
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017
33.
FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D)
(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.
294
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 34.
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
2017
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
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
–
700,206
–
2,409,480
3,109,686
–
–
–
–
–
895,432
–
2,168,680
3,064,112
–
–
3,273
–
3,273
–
74,831
–
74,831
–
–
319
–
319
–
–
–
–
–
106,940
–
106,940
–
–
1,610
–
1,610
–
27,923
–
27,923
–
–
11,178
–
11,178
–
29,978
–
29,978
2,162
–
–
–
2,162
–
–
–
–
–
–
–
–
–
1,583,256
–
11,627,844
13,211,100
2,162
–
–
–
2,162
–
–
–
–
–
–
–
–
–
1,496,456
–
9,795,537
11,291,993
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
295
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 34.
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
Company
2017
Assets
Financial assets
Trade and other receivables#
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
2016
Assets
Financial assets
Trade and other receivables#
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
–
3,393,530
45,432
–
3,438,962
–
–
–
–
–
–
–
–
163
163
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
–
18,436
18,436
–
20,470
20,470
–
–
–
206,483
–
206,483
–
3,374,255
67,516
–
3,441,771
–
–
–
225
225
–
–
–
–
32,557
32,557
–
–
–
–
–
–
190
190
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
197,530
–
197,530
#
*
Exclude tax recoverable.
Exclude progress billings received in advance and provisions.
296
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017
35.
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 2017 and
30 September 2016.
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
2017
$'000
2016
$'000
272,205
2,137,275
(11,627,844)
(9,218,364)
13,049,199
0.71
437,337
1,731,343
(9,795,537)
(7,626,857)
11,843,484
0.64
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
297
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 36.
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’ capital and development expenditure
– equity investments
– others
Equity Investments
Group
2017
$'000
2016
$'000
429,938
247,605
109,562
1,499,320
48,128
2,334,553
829,155
587,728
98,010
21,460
53,161
1,589,514
On 11 September 2017, Frasers Property International Pte. Ltd., a wholly-owned subsidiary of FCL, entered into
four sale and purchase agreements for the acquisition of four business parks located in the United Kingdom
by way of acquisition of 100% interest in each of the entities which owns 100% interest in each of the business
parks (the “Acquisition”). The aggregate consideration for the Acquisition is approximately GBP 686,000,000
(approximately S$1,204,000,000). A deposit of GBP 17,500,000 (approximately S$31,395,000) was placed. The
Acquisition was completed on 8 November 2017.
(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
2017
$'000
28,200
115,506
954,725
1,098,431
Group
2016
$'000
37,124
133,156
637,852
808,132
Company
2017
$'000
2016
$'000
–
–
–
–
–
–
–
–
The Group leases land and buildings from non-related parties under operating leases. These leases have varying
terms, escalation clauses and renewal rights. Some leases provide for additional rent payments that are based
on changes in a local price index.
Rental expense recognised in the profit statement is as follows:
Minimum lease payments
298
Group
2017
$'000
2016
$'000
32,482
39,871
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 36.
COMMITMENTS (CONT’D)
(c)
Operating Lease Commitments – as Lessor
The Group has entered into commercial property leases on its investment properties and certain 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
2017
$'000
2016
$'000
2017
$'000
2016
$'000
550,419
1,263,088
796,000
2,609,507
498,276
1,052,686
601,638
2,152,600
–
–
–
–
–
–
–
–
Rental income from investment properties is disclosed in Note 11.
37.
GUARANTEE CONTRACTS
(i)
(ii)
(iii)
(iv)
As at 30 September 2017, the Company has provided unconditional and irrevocable corporate guarantees
for up to $12,913,731,000 (2016: $6,974,672,000) for loans and borrowings and perpetual securities
issued by certain subsidiaries. As at 30 September 2017, the total amount of utilised borrowing facilities
was $7,663,803,000 (2016: $6,071,494,000).
As at 30 September 2017, the Company has provided bankers’ guarantees of $39,920,000 (2016:
$38,170,000) to unrelated parties in respect of performance contracts on behalf of certain subsidiaries
and joint ventures. No liability is expected to arise.
Certain subsidiaries of the Group have provided bankers’ guarantees of A$61,584,000 (2016: A$59,089,000)
to unrelated parties in Australia, in respect of performance contracts. No liability is expected to arise.
A wholly-owned subsidiary of the Group has provided RMB 29,980,000 (2016: RMB 202,977,000) 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
299
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 38.
SUBSEQUENT EVENTS
1.
2.
3.
4.
On 2 October 2017, the Company entered into an agreement (the “Agreement”) to acquire 25% of the
issued and paid-up share capital of Frasers (UK) Pte. Ltd. (“Frasers UK”) from SQ International Pte. Ltd.
(the “Vendor”) for the consideration of GBP 5.6 million (approximately S$9.9 million1) (the “Acquisition”).
As part of the Acquisition, the shareholder’s loan of approximately S$9.2 million owing by Frasers UK
to the Vendor (the “Shareholder’s Loan”) has been assigned to the Company at a consideration of GBP
5.2 million (being the agreed equivalent amount of the Shareholder’s Loan in GBP based on an agreed
exchange rate in accordance with the terms of the Agreement).
On 3 October 2017, FCL Treasury Pte. Ltd., a wholly-owned subsidiary of the Company, issued S$42
million in aggregate principal amount of fixed rate subordinated perpetual securities (consolidated to
form a single series with the S$308 million in aggregate principal amount of fixed rate subordinated
perpetual securities issued on 21 September 2017) under its $5.0 billion Multicurrency Debt Issuance
Programme.
On 5 October 2017, FCL Treasury Pte. Ltd., pursuant to a consent solicitation and tender offer exercise
in respect of the S$75,000,000 3.70 per cent. notes due 2019 comprised in Series 001 (the “Series 001
Notes”) and S$50,000,000 3.80 per cent. notes due 2022 comprised in Series 002 (the “Series 002 Notes”)
issued pursuant to its S$3.0 billion Multicurrency Medium Term Note Programme (“Invitation”), gave
notice of its intention to redeem all of the Series 001 Notes and Series 002 Notes (other than the Series
001 Notes and the Series 002 Notes which have already been accepted for purchase by it pursuant to
the Invitation). The purchase of the Series 001 Notes and Series 002 Notes at the purchase price of (in
respect of the Series 001 Notes) 102.85 per cent. of the principal amount of the Series 001 Notes, being
S$257,125 for each S$250,000 in principal amount of the Series 001 Notes and (in respect of the Series
002 Notes) 104.60 per cent. of the principal amount of the Series 002 Notes, being S$261,500 for each
S$250,000 in principal amount of the Series 002 Notes, which have been accepted for purchase by FCL
Treasury Pte. Ltd. pursuant to the Invitation, was completed on 11 October 2017. On 20 October 2017,
FCL Treasury Pte. Ltd. redeemed all of the Series 001 Notes and Series 002 Notes (other than Notes
which have already been accepted for purchase by it pursuant to the Invitation). There are currently no
outstanding Series 001 Notes and Series 002 Notes.
On 10 October 2017, Frasers Property Investments (Europe) B.V. (“FPIE”), an indirect subsidiary of the
Group, has, through its wholly-owned subsidiaries FPE Investments RE1 B.V., FPE Investments RE2 B.V.
and FPE Investments RE3 B.V. (collectively, the “FPIE Subsidiaries”), entered into a conditional sale and
purchase agreement to acquire the share capital of each of three companies incorporated in Germany,
namely Logipark Moosthenning GmbH, H. Jäger Ges. Für Projektentwicklung von Immobilien mbH and
Simblafis GmbH (collectively, the “Acquisition Entities”) for an aggregate consideration of EUR 42.4 million
(approximately S$67.83 million2). The percentages of share capital of the Acquisition Entities acquired are
94.8%, 94.8% and 100%, respectively.
300
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 38.
SUBSEQUENT EVENTS (CONT’D)
5.
6.
7.
8.
On 12 October 2017, FCL Treasury Pte. Ltd. issued S$30 million in aggregate principal amount of 4.25 per
cent. fixed rate notes due 2026 (consolidated to form a single series with the S$250 million 4.25% fixed
rate notes due 2026 issued on 21 April 2016) under its S$3.0 billion Multicurrency Medium Term Note
Programme.
On 11 September 2017, FCL announced the entry into agreements (the “Agreements”) to acquire 100%
interest in each of:
(a)
(b)
(c)
(d)
Winnersh Investments S.à.r.l., Winnersh Midco S.à.r.l. and Winnersh Holdings S.à.r.l., which own
100% of Winnersh Triangle, Reading;
Aviemore Chineham Park Unit Trust, which owns 100% of Chineham Park, Basingstoke, and
Aviemore Chineham Park GP Limited;
Watchmoor S.à.r.l., which owns 100% of Watchmoor Park, Camberley; and
Aviemore Hillington Park Unit Trust, which owns 100% of Hillington Park, Glasgow, Aviemore
Hillington GP Limited and Aviemore Hillington 2013 GP Limited,
for a consideration of GBP 686 million (S$1,204 million3) subject to adjustments in accordance with the
Agreements (the “Business Parks Acquisition”).
On 8 November 2017, FCL has, through its indirect wholly-owned subsidiaries, Winnersh Triangle S.à.r.l.,
Chineham Park S.à.r.l., Watchmoor Park S.à.r.l. and Hillington Park S.à.r.l., completed the Business Parks
Acquisition.
On 8 November 2017, FH-REIT Treasury Pte. Ltd., a wholly-owned subsidiary of Perpetual (Asia) Limited
(in its capacity as trustee of Frasers Hospitality Real Estate Investment Trust), issued S$120 million in
aggregate principal amount of 3.08 per cent. fixed rate notes due 2024, under its S$1.0 billion Multicurrency
Debt Issuance Programme.
On 8 November 2017, FCT MTN Pte. Ltd., a wholly-owned subsidiary of HSBC Institutional Trust Services
(Singapore) Limited (in its capacity as trustee of Frasers Centrepoint Trust), issued S$70 million in aggregate
principal amount of 2.77 per cent. fixed rate notes due 2024, under its S$1.0 billion Multicurrency Medium
Term Note Programme.
1
2
3
Based on an exchange rate of GBP 1 : S$1.7700 as at 2 October 2017.
Based on an exchange rate of EUR 1 : S$1.5988 as at 10 October 2017.
Based on an exchange rate of GBP 1 : S$1.7553 as at 8 September 2017.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
301
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES
Principal Activities
Effective
Shareholding
2016
%
2017
%
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.
(a) FCL Aquamarine Pte. Ltd.
(a) FCL Assets Pte. Ltd.
(a) FCL Centrepoint Pte. Ltd.
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
(a) FCL China Development Pte. Ltd.
Investment holding
(a) FCL Emerald (1) Pte. Ltd.
(a) FCL Emerald (2) Pte. Ltd.
(a) FCL Imperial Pte. Ltd.
(a) FCL Investments Pte. Ltd.
Investment holding
Investment holding
Investment holding
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
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
100.0
100.0
100.0
100.0
(a) Frasers (NZ) Pte. Ltd.
Investment holding
75.0
75.0
(a) Frasers (Thailand) Pte. Ltd.
Investment holding
100.0
100.0
(a) Frasers (UK) Pte. Ltd.
(a) Frasers Amethyst Pte. Ltd.
Investment holding
Investment holding
(a) Frasers Centrepoint Asset Management
Investment holding
(Malaysia) Pte. Ltd.
(a) Frasers Hospitality Asset Management Pte. Ltd.
Investment holding
(a) Frasers Hospitality Changi Investments Pte. Ltd.
Investment holding
(a) Frasers Hospitality Dalian Holding Pte. Ltd.
Investment holding
75.0
100.0
100.0
100.0
100.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
302
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Subsidiaries of the Company (cont'd)
Country of Incorporation and Place of Business: Singapore (cont'd)
(a) Frasers Hospitality Holdings Pte. Ltd.
Investment holding
(a) Frasers Hospitality Investment Holding
Investment holding
(Philippines) Pte. Ltd.
Effective
Shareholding
2016
%
2017
%
100.0
100.0
100.0
100.0
(a) Frasers Hospitality Investments China
Investment holding
100.0
100.0
Square Pte. Ltd.
(a) Frasers Hospitality Investments Melbourne
Investment holding
100.0
100.0
Pte. Ltd.
(a) Frasers Hospitality ML Pte. Ltd.
Investment holding
(a) Frasers Hospitality Pte. Ltd.
(a) Frasers Land Pte. Ltd.
(a) Opal Star Pte. Ltd.
(a) River Valley Properties Pte. Ltd.
Investment holding and
management services
Investment holding
Investment holding
Investment holding and
property development
(a) Riverside Property Pte. Ltd.
Property investment
(a) FCL Property Investments Pte. Ltd.
Property investment
(a) FCL Enterprises Pte. Ltd.
(a) FCL Crystal Pte. Ltd.
Property investment
Property investment
(a) FCL Alexandra Point Pte. Ltd.
Property investment
(a) FCL Management Services Pte. Ltd.
Management services
(a) Frasers Centrepoint Asset Management
Management services
(Commercial) Ltd.
(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.
Management services
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
100.0
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
303
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
%
2017
%
Subsidiaries of the Company (cont'd)
Country of Incorporation and Place of Business: Singapore (cont'd)
(a) Frasers Logistics & Industrial Asset
Management services
100.0
100.0
Management Pte. Ltd.
(a) FCL Investments (Industrial) Pte. Ltd.
Financial services
(a) FCL Treasury Pte. Ltd.
Financial services
100.0
100.0
100.0
100.0
Country of Incorporation and Place of Business: Hong Kong
(a) Excellent Esteem Limited
Investment holding
100.0
100.0
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
80.0
80.0
100.0
100.0
100.0
80.0
80.0
100.0
100.0
100.0
100.0
100.0
(a) North Gem Development Pte. Ltd.
Property development
100.0
100.0
(a) Sembawang Residences Pte. Ltd.
Property development
(a) FCOT Treasury Pte. Ltd.
(a) FH-REIT Treasury Pte. Ltd.
Treasury
Treasury
80.0
26.8
22.6
80.0
27.2
21.6
(a) Frasers Hospitality Changi Trust
Real estate investment trust
100.0
100.0
(a) Frasers Commercial Trust
Real estate investment trust
(a) Frasers Centrepoint Trust
Real estate investment trust
26.8
41.7
27.2
41.5
(a) Frasers Hospitality China Square Trust
Real estate investment trust
100.0
100.0
(a) Frasers Hospitality Trust
Stapled trust
(a) Frasers Logistics & Industrial Trust
Real estate investment trust
22.6
19.9
21.6
20.5
304
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
%
2017
%
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia
(a) Australand Industrial No. 139 Pty Limited
Investment holding
(a) Australand Industrial Pty Limited
Investment holding
(a) Australand Northshore Pty Limited
Investment holding
(a) Australand Residential No. 156 Pty Limited
Investment holding
(a) Australand W9 & 10 Stage 4B Pty Limited
Investment holding
(a) Caloundra Apartments Pty Ltd
Investment holding
(a) Frasers (FPA) Pty Limited
Investment holding
(a) Frasers Central Park Equity No. 2 Pty Ltd
Investment holding
(a) Frasers Central Park Holdings No. 1 Pty Ltd
Investment holding
(a) Frasers Property Australia Pty Limited
Investment holding
(a) Frasers Property Queensland
Constructions Pty Limited
(a) Frasers Property Limited
(a) Frasers Queens Pty Ltd
(a) Frasers AHL Pty Ltd
Investment holding
Investment holding and
property development
Investment holding and
property development
Investment holding and
trustee-manager
(a) Australand Investments Limited
Management services
(a) Frasers Property (APG) Pty Limited
Management services
(a) Frasers Property Funds Management Limited
Management services
(a) Australand Industrial No. 72 Pty Limited
Property development
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
100.0
100.0
100.0
100.0
100.0
100.0
(a) Australand Industrial No. 113 Pty Limited
Property development
100.0
100.0
(a) Australand Industrial No. 76 Pty Limited
Property development
100.0
100.0
(a) Australand Residential Botany Pty Limited
Property development
100.0
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
305
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
%
2017
%
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(a) Australand Residential Edmondson
Property development
100.0
100.0
Park Pty Limited
(a) Australand Residential No. 143 Pty Limited
Property development
100.0
100.0
(a) Australand Residential No. 166 Pty Limited
Property development
100.0
100.0
(a) Bayslore Pty Limited
Property development
100.0
100.0
(a) Clemton Park Development
No. 1 Pty Limited
Property development
100.0
100.0
(a) Croydon Developments Pty Limited
Property development
100.0
100.0
(a) Frasers Broadway Pty Ltd
Property development
100.0
100.0
(a) Frasers Kensington Land Pty Ltd
Property development
100.0
100.0
(a) Frasers Mandurah Pty Ltd
Property development
(a) Frasers Papamoa Limited
Property development
75.0
75.0
75.0
75.0
(a) Frasers Property Bahrs Scrub Pty Limited
Property development
100.0
100.0
(a) Frasers Putney Pty Limited
Property development
100.0
100.0
(a) Port Catherine Developments Pty Ltd
Property development
100.0
100.0
(a) Frasers Property Management
Property management
100.0
100.0
Services Pty Limited
(a) Australand Finance Pty Limited
Treasury
(a) Australand Holdings Custodian Pty Limited
Trustee
(a) Australand Property Pty Limited
(a) Freshwater No. 6 Pty Limited
Trustee
Trustee
Country of Incorporation and Place of Business: New Zealand
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
(a) Frasers Papamoa Limited
Property development
75.0
75.0
306
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Subsidiaries of the Group (cont'd)
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
Effective
Shareholding
2016
%
2017
%
100.0
100.0
80.0
100.0
100.0
80.0
(a) Malmaison and Hotel du Vin Property
Investment holding
100.0
100.0
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
(a) Frasers (Central House) Limited
Property development
(a) Frasers (Riverside Quarter) Ltd
Property development
(a) Frasers Projects Ltd
Property development
100.0
100.0
100.0
100.0
100.0
100.0
80.0
80.0
100.0
100.0
100.0
100.0
100.0
100.0
80.0
80.0
(a) Hotel du Vin Trading Limited
Hotel Trading Company
100.0
100.0
Country of Incorporation and Place of Business: China
(1) (a) Beijing Fraser Suites Real Estate
Management Co., Ltd.
Property investment
100.0
100.0
(1) (a) Chengdu Sino-Singapore Southwest
Property development
80.0
80.0
Logistics Co., Ltd
(1) (a) Singlong Property Development
Property development
100.0
100.0
(Suzhou) Co., Ltd
Country of Incorporation and Place of Business: Hong Kong
(a) Ace Goal Limited
Investment holding
100.0
100.0
(a) Superway Logistics Investments
Investment holding
80.0
80.0
(Hong Kong) Limited
Country of Incorporation and Place of Business: Thailand
(a) Frasers Property Holdings (Thailand) Co., Ltd.
Investment holding
100.0
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
307
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
%
2017
%
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Luxembourg
(c) Frasers Property Investments (Europe) S.à.r.l.
Investment holding
100.0
Country of Incorporation and Place of Business: The Netherlands
(c) Frasers Property Investments (Holland) B.V.
Investment holding
100.0
(1) (c) Geneba Properties N.V.
Commercial real estate investment
99.5
(1) (c) Geneba RE 1 B.V.
(1) (c) Geneba RE 3 B.V.
(1) (c) Geneba RE 6 B.V.
(1) (c) Geneba RE 7 B.V.
Investment holding
Investment holding
Investment holding
Investment holding
(1) (c) Geneba RE 9 B.V.
Property investment
(1) (c) Geneba RE 10 B.V.
(1) (c) Geneba RE 16 B.V.
(1) (c) Geneba RE 17 B.V.
(1) (c) Geneba RE 18 B.V.
(1) (c) Geneba RE 19 B.V.
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Country of Incorporation and Place of Business: Germany
(1) (c) Greenfield Logistikpark Vaihingen-Ost GmbH
Property investment
94.4
99.5
99.5
99.5
94.4
94.4
99.5
99.5
99.5
99.5
93.5
–
–
–
–
–
–
–
–
–
–
–
–
–
308
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017ANNUAL REPORT 2017 39.
SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D)
Principal Activities
Effective
Shareholding
2016
%
2017
%
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
(c) Shanghai Zhong Jun Property Real
Estate Development Co., Ltd
Property development
45.2
45.2
Country of Incorporation and Place of Business: Thailand
(a) Golden Land Property Development
Investment holding
39.9
35.6
Public Company Limited
(1) (c) TICON Industrial Connection Public
Investment holding
41.0
–
Company Limited
Joint Arrangements of the Group
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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
309
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
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 – 18,535 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 Robertson Walk
8,881 sqm
17,694 sqm
26,575 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
– 32,899 sqm
A 20-storey commercial-cum-serviced apartment complex with a
5-storey covered carpark, a 5-storey podium block and a 2-storey retail
podium at Valley Point Shopping Centre/Office Tower, 491/B,
River Valley Road.
Leasehold (lease expires year 2876)
Lettable area :
Retail – Valley Point
Office – River Valley Tower
4,025 sqm
17,014 sqm
21,039 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 at The Centrepoint, 176A Orchard Road.
Leasehold (lease expires year 2078), lettable area – 81 sqm
Capri by Fraser, Changi City 313 units of hotel residences at Changi Business Park Central 1.
Leasehold (lease expires year 2069), lettable area – 10,583 sqm
North Point City South
Wing
A mixed commercial and residential development integrated with bus
interchange and community club at Yishun Avenue 2/Yishun Central.
Leasehold (lease expires year 2114), lettable area – approximately
27,019 sqm
Book Value
$'000
278,000
345,000
561,000
346,000
416,000
1,500
203,800
1,162,000
Australia
Fraser Place Melbourne
310
112 serviced apartment units in 2 blocks of high rise buildings at 19
Exploration Lane, Melbourne, Victoria 3000.
Freehold, lettable area – 3,801 sqm
32,972
ANNUAL REPORT 2017
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
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.
Freehold, lettable area – 11,822 sqm
A property comprising a warehouse and a single-storey office at 64 West
Park Drive, West Park, Derrimut, Victoria.
Freehold, lettable area – 20,337 sqm
A property comprising a warehouse and distribution facility at 44
Cambridge Street, Rocklea, Queensland.
Freehold, lettable area – 10,927 sqm
A property comprising a warehouse facility and a single-level office at 1
West Park Drive, Derrimut, Victoria.
Freehold, lettable area – 10,078 sqm
A property comprising common facilities including a café, childcare
centre, car wash, gym, pool and common parking areas at Rhodes
Corporate Park, 1E Homebush Bay Drive, Rhodes, New South Wales.
Freehold, lettable area – 1,343 sqm
Book Value
$'000
16,486
21,804
18,081
9,945
11,168
A property comprising office accommodation at 1F Homebush Bay Drive,
Rhodes Corporate Park, Rhodes, New South Wales.
Freehold, lettable area – 17,644 sqm
113,008
An 8-storey office building at 20 Lee Street, Henry Deane Building, Railway
Square, Sydney, New South Wales.
Leasehold, lettable area – 9,112 sqm
A property comprising a warehouse and an attached 2-storey office at 23
Scanlon Drive, Epping, Victoria.
Freehold, 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.
Freehold, lettable area – 17,733 sqm
An 8-storey building with a terrace area on level 7 at 26-30 Lee Street,
Gateway Building, Sydney, New South Wales.
Leasehold, lettable area – 12,601 sqm
A property comprising an industrial facility with full vehicular access and a
single-level office at 10 Reconciliation Rise, Dremulwuy, New South Wales.
Freehold, lettable area – 25,705 sqm
73,548
11,700
29,781
129,227
40,949
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
311
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia (cont’d)
Frasers Property Australia
Group’s Completed
Investment Properties
(cont’d)
A 6-level office accommodation and a café at 1B Homebush Bay Drive,
Rhodes Corporate Park, Rhodes, New South Wales.
Freehold, 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.
Freehold, lettable area – 17,238 sqm
An office tower with retail, food and amenity at Freshwater Place Office
Tower, 2 Southbank Boulevard, Southbank, Victoria.
Freehold, lettable area – 54,915 sqm
A property comprising a 3-level office and warehouse at 2 Wonderland
Drive, Eastern Creek, New South Wales.
Freehold, lettable area – 29,047 sqm
A property comprising 2 warehouses at 57 Efficient Drive, Truganinga,
Victoria.
Freehold, lettable area- 22,840 sqm
A property comprising 3 warehouses at 8 Hudson Court, Keysborough,
Victoria.
Freehold, lettable area – 25,762 sqm
A property comprising a warehouse at 15 Muir Road, Chullora, New South
Wales.
Freehold, lettable area – 91,690 sqm
A property comprising 2 warehouses at Lot 101 Wayne Drive, Berrinba,
Queensland.
Freehold, lettable area – 15,453 sqm
A property comprising 2 warehouses at 3 Burilda Close, Wetherill Park,
New South Wales.
Leasehold, lettable area – 20,078 sqm
A property comprising 2 warehouses at 4 Burilda Close, Wetherill Park,
New South Wales.
Leasehold, lettable area – 18,869 sqm
A property comprising 2 warehouses at Lot 102 Wayne Goss Drive,
Berrinba, Queensland.
Freehold, lettable area – 19,455 sqm
Book Value
$'000
74,452
123,378
249,946
44,139
22,867
35,418
51,053
22,442
30,844
29,515
29,249
312
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Europe
Fraser Suites Kensington
70 residential apartments at Fraser Suites Kensington, 75 Stanhope
Gardens London SW7 5RN, United Kingdom.
Freehold, lettable area – 6,743 sqm
Capri by Fraser, Barcelona
97 serviced apartments at Sancho de Avila, 32-34 Barcelona, Spain.
Freehold, lettable area – 3,626 sqm
Capri by Fraser, Frankfurt
153 serviced apartments at 42 Europa-allee, 60327, Frankfurt am Maine,
Germany.
Freehold, lettable area – 5,688 sqm
Capri by Fraser, Berlin
143 serviced apartments at Scharrenstraße 22, 10178 Berlin, Germany.
Freehold, lettable area – 4,103 sqm
Flat 3 at Queens Gate
Gardens
An apartment unit at 39A Queens Gate Gardens, London SW7 5RR,
United Kingdom.
Freehold, lettable area – 74 sqm
Geneba Properties Group's
Completed Investment
Properties
A light industrial facility at Wolvega-Wolfraamweg 2, Wolvega, The
Netherlands.
Freehold, lettable area – 17,418 sqm
A light industrial facility at Haßmersheim-Industriestraße, Haßmersheim,
Germany.
Freehold, lettable area – 31,395 sqm
A logistics facility at Marl-Elbestraße 1-3, Marl, Germany.
Freehold, lettable area – 16,831 sqm
A light industrial facility at Schwerte-Binnerheide 26, Schwerte, Germany.
Freehold, lettable area – 5,380 sqm
A leisure facility at Rotterdam-Benthemplein 10, Rotterdam,
The Netherlands.
Leasehold, lettable area – 7,586 sqm
A leisure facility at Rotterdam-Energieweg, Rotterdam, The Netherlands.
Leasehold, lettable area – 3,100 sqm
A light industrial facility at Isenbüttel-Am Krainhop 10, Isenbüttel, Germany.
Freehold, lettable area – 15,589 sqm
A logistics facility at Vaihingen-Otto-Hahn-Straße 10, Vaihingen an der Enz,
Germany.
Freehold, lettable area – 43,756 sqm
Book Value
$'000
209,381
33,365
55,502
58,068
2,057
15,079
45,877
22,169
5,855
31,601
15,079
26,721
79,403
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
313
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Europe (cont’d)
Geneba Properties Group’s
Completed Investment
Properties (cont’d)
A logistics facility at Ulm-Eiselauer Weg 2, Ulm, Germany.
Freehold, lettable area – 24,525 sqm
A business park at Mülheim-Mellinghofer Strasse 55 (Technopark),
Mülheim an der Ruhr, Germany.
Freehold, lettable area – 122,591 sqm
A light industrial facility at Gottmadingen-Industriepark 309,
Gottmadingen, Germany.
Freehold, lettable area – 51,507 sqm
A light industrial facility at Mamming-Industriepark 1, Mamming, Germany.
Freehold, lettable area – 14,193 sqm
A logistics facility at Leipzig-Am Exer 9, Leipzig, Germany.
Freehold, lettable area – 11,537 sqm
A logistics facility at Chemnitz-Johann-Esche-Straße 2, Chemnitz,
Germany.
Freehold, lettable area – 18,053 sqm
A light industrial facility at Amberg-Jubatus-Allee 3, Amberg/
Ebermannsdorf, Germany.
Freehold, lettable area – 9,389 sqm
A logistics facility at s-Heerenberg-Brede Steeg 1, s-Heerenberg,
The Netherlands.
Freehold, lettable area – 84,806 sqm
A logistics facility at Nürnberg-Koperstrasse 10, Nürnberg, Germany.
Freehold, lettable area – 21,496 sqm
A logistics facility at Achern-Ambros-Nehren-Strasse 1, Achern, Germany.
Freehold, lettable area – 12,304 sqm
A logistics facility at Rheinberg-Saalhoffer Straße 211, Rheinberg, Germany.
Freehold, lettable area – 31,957 sqm
A light industrial facility at Münster-Gustav-Stresemann-Weg 1, Münster,
Germany.
Freehold, lettable area – 12,960 sqm
A light industrial facility at Brilon-Keffelker Straße 66, Brilon, Germany.
Freehold, lettable area – 13,352 sqm
Book Value
$'000
68,575
121,104
71,751
25,226
20,532
27,768
11,710
105,550
29,807
21,976
45,410
23,580
16,522
314
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Europe (cont’d)
Geneba Properties Group’s
Completed Investment
Properties (cont’d)
A light industrial facility at Rastede-Am Autobahnkreuz 14,
Rastede, Germany.
Freehold, lettable area – 11,491 sqm
A logistics facility at Tilburg-Belle van Zuylenstraat 5, Tilburg,
The Netherlands.
Freehold, lettable area – 18,121 sqm
A logistics facility at Zeewolde-Handelsweg 26, Zeewolde,
The Netherlands.
Freehold, lettable area – 51,703 sqm
Book Value
$'000
29,836
23,741
63,202
A logistics facility at Venlo-Heierhoevenweg 17, Venlo, The Netherlands.
Freehold, lettable area – 32,642 sqm
41,545
A 21-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
54,969
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
247,732
44,044
Vietnam
Me Linh Point
China
Fraser Suites Beijing
Philippines
Fraser Place Manila
Indonesia
Fraser Residence Sudirman 108 serviced apartment units in Fraser Tower of Fraser Residence
46,380
Sudirman Jakarta at Jalan Setiabudi Raya No. 9, Setiabudi District, Jakarta.
Freehold, lettable area – 11,324 sqm
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
315
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS CENTREPOINT TRUST
Book Value
$'000
Singapore
Causeway Point
Northpoint City
North Wing
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 – 38,612 sqm
1,190,000
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 – 20,269 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 adjacent 2-storey
restaurant building at 368 and 370 Alexandra Road.
Freehold, lettable area – 6,595 sqm
Yishun 10 Retail Podium
10 strata-titled retail units.
Leasehold (lease expires year 2089) , lettable area – 967 sqm
HELD THROUGH FRASERS COMMERCIAL TRUST
Singapore
China Square Central
Alexandra Technopark(1)
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
316
733,000
318,000
105,000
178,000
104,600
39,500
565,000
623,000
139,000
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
Australia
Central Park
47-storey office tower at 152-158 St Georges Terrace, Perth.
Freehold, lettable area – 33,038 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 Street, Melbourne.
Freehold, lettable area – 31,923 sqm
HELD THROUGH FRASERS HOSPITALITY TRUST
Singapore
Book Value
$'000
289,831
265,900
303,126
Fraser Suites Singapore(1)
255 serviced apartment units at 491A River Valley Road, Singapore 248372.
Freehold, lettable area – 22,214 sqm
355,500
Australia
Fraser Suites Sydney(1)
United Kingdom
201 serviced apartment units at Fraser Suites Sydney, 488 Kent Street,
Sydney NSW 2000.
Freehold, lettable area – 10,007 sqm
154,647
Fraser Place Canary Wharf(1) 2 buildings of 108 residential apartments at 80 Boardwalk Place,
London E14 5SF, United Kingdom.
Freehold, lettable area – 4,460 sqm
Fraser Suites Glasgow(1)
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
Fraser Suites Edinburgh(1)
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
85,755
18,753
28,585
Fraser Suites Queens Gate(1) 105 residential apartments at 39B Queens Gate Gardens,
116,707
London SW7 5RR, United Kingdom.
Freehold, lettable area – 4,188 sqm
Germany
Maritim Dresden
328 hotel rooms at Ostra-Ufer 2, 01067 Dresden, Germany.
Freehold, lettable area – 25,916 sqm
98,171
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
317
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
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
Book Value
$'000
25,569
19,145
31,908
South Centre Road Trust A An industrial facility, a substantial 2-level office and a ground floor café,
4,946
Link Road Trust A
Jets Court Trust A
Jets Court Trust B
located at 115-121 South Centre Road, Melbourne Airport, Victoria.
Leasehold (lease expires year 2047), lettable area – 3,085 sqm
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 2047), 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 2047), lettable area – 9,869 sqm
2 adjoining warehouse facilities, each with front office accommodation,
located at 25-29 Jets Court, Melbourne Airport, Victoria.
Leasehold (lease expires year 2047), 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 2047), lettable area – 12,086 sqm
Sky Road East Trust B
A warehouse and distribution facility with a single-level office, located at
38-52 Sky Road East, Melbourne Airport, Victoria.
Leasehold (lease expires year 2047), lettable area – 46,231 sqm
Douglas Street Trust A
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
27,920
8,722
11,806
9,998
29,249
24,037
24,187
318
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
Bam Wine Court Trust A
South Park Drive Trust D
A single-level office and temperature-controlled warehouse, located at
22-26 Bam Wine Court, Dandenong South, Victoria.
Freehold, lettable area – 17,606 sqm
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
Sunline Drive 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
Boundary Road Trust A
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
Book Value
$'000
24,463
14,226
16,220
37,226
20,527
38,511
17,786
38,290
31,908
26,590
Sunline Drive Trust B
1 office and warehouse, located at 42 Sunline Drive, Truganina, Victoria.
Freehold, lettable area – 14,636 sqm
17,815
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
319
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
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 – 74,546 sqm
Kangaroo Avenue Trust C
1 office/warehouse distribution centre, located at 21 Kangaroo Avenue,
Eastern Creek, New South Wales.
Freehold, lettable area – 41,401 sqm
Kangaroo Avenue Trust B
2 adjoining office and warehouse, located at 17 Kangaroo Avenue, Eastern
Creek, New South Wales.
Freehold, lettable area – 23,112 sqm
Eucalyptus Place Trust A
Office/warehouse facility, located at 7 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
Book Value
$'000
46,798
41,268
90,406
70,729
44,937
31,110
35,471
Reconciliation Rise Trust B Industrial distribution facility, located at 8-8A Reconciliation Rise,
40,984
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 2049), lettable area – 90,661 sqm
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
26,058
25,792
13,827
20,421
320
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
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 11 Gibbon Road,
Winston Hills, New South Wales.
Freehold, lettable area – 16,625 sqm
Kangaroo Avenue Trust A
2 separate standalone distribution facilities, located at 4-8 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
Book Value
$'000
68,602
44,139
80,804
14,598
17,337
35,418
25,526
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
26,803
Queensport Road Trust A Warehouse and manufacturing facility, with a detached 2-level office
39,619
building, located at 286 Queensport Road, North Murarrie, Queensland.
Leasehold (lease expires year 2115), lettable area – 21,531 sqm
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
58,498
258,455
Shettleston Street Trust A Warehouse and distribution facility with a single-level office,
24,250
located at 99 Shettleston Street, Rocklea, Queensland.
Leasehold (lease expires year 2115), lettable area – 15,186 sqm
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
321
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED INVESTMENT PROPERTIES (CONT’D)
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D)
Australia (cont’d)
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 2097), lettable area – 8,224 sqm
Butler Boulevard Trust C
Office and warehouse facility, located at 20-22 Butler Boulevard,
Adelaide Airport, South Australia.
Leasehold (lease expires year 2097), lettable area – 11,197 sqm
Butler Boulevard Trust A
Office and warehouse facility, located at 18-20 Butler Boulevard,
Adelaide Airport, South Australia.
Leasehold (lease expires year 2097), 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 143 Pearson Rd, Yatala,
Queensland.
Leasehold (lease expires year 2115), lettable area – 30,618 sqm
Indian Drive Trust A
Horsley Drive Trust A
Horsley Drive Trust B
Stanton Road Trust B
Office/warehouse development, located at 111 Indian Drive, Truganina,
Victoria.
Freehold, lettable area – 21,660 sqm
Specialised temperature-controlled warehouse and 2-level office, located
at 1 Burilda Close, Wetherill Park, New South Wales.
Leasehold (lease expires year 2106), lettable area – 18,848 sqm
A standalone high-clearance warehouse, sub-divided into 2 tenancy areas,
located at Lot 1, 2 Burilda Close, Wetherill Park, New South Wales.
Leasehold (lease expires year 2106), lettable area – 14,333 sqm
A 2-level office and high-clearance warehouse facility, located at 8
Stanton Road, Seven Hills, New South Wales.
Freehold, lettable area – 10,708 sqm
Efficient Drive Trust B
A single-level office and high-clearance warehouse facility, located at 43
Efficient Drive, Truganina, Victoria.
Freehold, lettable area – 23,088 sqm
South Park Drive Trust E
A single-level office and high-clearance warehouse facility, located at 89-
103 South Park Drive, Dandenong South, Victoria.
Freehold, lettable area – 10,425 sqm
Book Value
$'000
9,180
11,168
8,509
6,807
18,081
39,619
35,312
65,932
24,675
17,762
27,122
12,710
TOTAL COMPLETED INVESTMENT PROPERTIES
13,948,240
322
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
INVESTMENT PROPERITIES UNDER CONSTRUCTION
Singapore
Frasers Tower
Capri by Fraser,
China Place
Europe
A commercial development at Cecil Street/Telok Ayer Street.
Leasehold (lease expires year 2112), gross floor area – 77,162 sqm
306 units of hotel residences at 181 South Bridge Road.
Leasehold (lease expires year 2096), gross floor area – 16,000 sqm
Fraser Suites Hamburg
147 serviced apartment units at Rodingsmarkt 2, Hamburg, Germany.
Freehold, lettable area – 5,273 sqm
Central House
Freehold land of approximately 9,012 sqm situated in Aldgate, London,
United Kingdom.
Book Value
$'000
1,416,000
192,884
79,563
107,954
Vietnam
G Homes
Serviced apartment located at Thao Dien ward, District 2, Ho Chi Minh City.
6,272
HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST
Australia
Indian Drive Trust B
A single-level office and high-clearance warehouse facility, located at 29
Indian Drive, Keysborough, Victoria
Freehold, lettable area – 21,854 sqm
Pearson Road Trust B
A single-level office and high-clearance warehouse facility, located at 166
Pearson Road, Yatala, Queensland
Freehold, lettable area – 23,218 sqm
Hudson Court Trust A
A 2-level office and high-clearance temperature-controlled warehouse,
located at 17 Hudson Court, Keysborough, Victoria
Freehold, lettable area – 21,200 sqm
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION
TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)
19,996
36,162
10,211
1,869,042
15,817,282
(1) As the Group consolidates the REITs, the carrying values of these properties have been adjusted to reflect the Group's freehold interest in the
properties.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
323
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
PROPERTY, PLANT AND EQUIPMENT
Australia
Capri by Fraser, Brisbane
239 units of hotel residences at 80 Albert St, Brisbane QLD 4000.
Freehold, gross floor area – 14,217 sqm
Fraser Suites Perth
236 apartments and suites at 10 Adelaide Terrace, East Perth WA 6004.
Freehold, gross floor area – 27,447 sqm
United Kingdom
Malmaison Belfast
Malmaison Edinburgh
Malmaison Glasgow
Malmaison Leeds
Malmaison Liverpool
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 4
meeting rooms with a maximum capacity of 100.
Leasehold (lease expires year 2146), gross floor area – 8,250 sqm
Book Value
$'000
93,020
120,453
13,249
26,823
18,859
25,555
24,888
Malmaison Reading
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
23,638
Hotel du Vin Birmingham A boutique hotel situated at Church Street, Birmingham, B3 2NR,
18,196
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
324
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
United Kingdom (cont’d)
Hotel du Vin Brighton
Hotel du Vin Bristol
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
Hotel du Vin Cambridge
A boutique hotel situated at 15-19 Trumpington Street, Cambridge, CB2 1QA,
England. The property provides a 41 bedroom boutique hotel, a 82 cover
restaurant, bar and 2 meeting rooms for a maximum capacity of 24.
Leasehold (lease expires year 2105), gross floor area – 4,320 sqm
Hotel du Vin Cheltenham 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
Hotel du Vin Glasgow
Hotel du Vin Harrogate
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
A boutique hotel situated at Devonshire Gardens, Glasgow, G12 0UX,
Scotland. The property provides a 49 bedroom boutique hotel, a 80 cover
restaurant, bar, gym and meeting rooms for a maximum capacity of 50.
Freehold, gross floor area – 5,280 sqm
A boutique hotel situated at Prospect Place, Harrogate, North Yorkshire,
HG1 1LB, England. The property provides a 48 bedroom boutique hotel, a
90 cover restaurant, bar and meeting rooms for a total capacity of 60.
Freehold, gross floor area – 7,552 sqm
Hotel du Vin Henley-on-
Thames
A boutique hotel situated at New Street, Henley-on-Thames, Oxfordshire,
RG9 2BP, England. The property provides a 43 bedroom boutique hotel, a
80 cover restaurant, bar and meeting rooms for a total capacity of 56.
Freehold, gross floor area – 5,260 sqm
Hotel du Vin Newcastle
A boutique hotel situated at Allan House, City Road, Newcastle-upon-Tyne,
NE1 2BE, England. The property provides a 42 bedroom boutique hotel, a
84 cover restaurant, bar and meeting rooms for a maximum capacity of 36.
Freehold, gross floor area – 3,491 sqm
Book Value
$'000
33,263
22,570
27,615
16,238
22,068
20,632
13,229
16,928
8,479
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
325
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
United Kingdom (cont’d)
Hotel du Vin Poole
Hotel du Vin St Andrews
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
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
Malmaison Cheltenham
Hotel du Vin Avon Gorge
Hotel du Vin Exeter
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
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
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
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
Book Value
$'000
7,213
11,649
16,369
31,172
14,415
18,516
21,033
22,061
18,632
Hotel du Vin Aberdeen
An unoccupied building to be redeveloped at Clarke Building, Schoolhill,
Aberdeen, AB10 1JQ.
7,182
326
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
HELD THROUGH FRASERS HOSPITALITY TRUST
Singapore
Book Value
$'000
InterContinental
Singapore(2)
406 hotel rooms at 80 Middle Road, Singapore 188966.
Leasehold (lease expires year 2089), gross floor area – 49,987 sqm
490,267
Malaysia
The Westin Kuala Lumpur(2) 443 hotel rooms at 199 Jalan Bukit Bintang, Kuala Lumpur, 55100.
142,309
Freehold, gross floor area – 79,593 sqm
Japan
ANA Crown Plaza Kobe(2)
593 hotel rooms at 1-Chome, Kitano-Cho, Chuo-Ku, Kobe, 650-0002.
Freehold, gross floor area – 136,657 sqm
135,278
Australia
Novotel Rockford Darling
Harbour(2)
230 hotel rooms at Novotel Rockford Darling Harbour, 17 Little Pier Street,
Darling Harbour, NSW 2000.
Leasehold (lease expires year 2098), gross floor area – 12,128 sqm
79,409
Sofitel Sydney Wentworth(2) 436 hotel rooms at 61-101 Phillip Street, Sydney, NSW 2000.
200,376
Freehold, gross floor area – 33,589 sqm
Novotel Melbourne
on Collins(2)
380 hotel rooms at 270 Collins Street, Melbourne, VIC 3000.
Freehold, gross floor area – 20,860 sqm
260,883
United Kingdom
Park International London(2) 171 hotel rooms at 117-129 Cromwell Road, South Kensington, London,
67,167
SW7 4DS.
Leasehold (lease expires year 2089), gross floor area – 6,825 sqm
Best Western Cromwell
London(2)
85 hotel rooms at 108, 110 and 112 Cromwell Road, London, SW7 4ES.
Leasehold (lease expires year 2089), gross floor area – 2,512 sqm
29,115
LAND AND BUILDING – HOTELS
OTHER EQUIPMENT, FURNITURE AND FITTINGS
TOTAL PROPERTY, PLANT AND EQUIPMENT
2,118,749
121,975
2,240,724
(2)
To align to the Group’s accounting policy, the property, plant and equipment held under FHT are stated at cost less accumulated depreciation and
any impairment.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
327
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
COMPLETED PROPERTIES HELD FOR SALE
Singapore
Soleil @ Sinaran
Australia
Lumiere
Central Park
Putney Hill
Queens Riverside
China
Leasehold land of approximately 12,468 sqm situated at Sinaran Drive. The
development has a gross floor area of 44,878 sqm and consists of 417
condominium units.
Freehold land of approximately 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 comprising approximately 500 private
apartment units and 12 commercial space of a total of approximately 41,287
sqm of gross floor area for sale.
Effective
Group
Interest %
100.0
100.0
50.0
100.0
100.0
Chengdu Logistics Hub Leasehold land of approximately 195,846 sqm situated at Chengdu. Phase 1
80.0
Baitang One
United Kingdom
Wandsworth Riverside
Quarter
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
carpark 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.
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.
Camberwell Green
Freehold land of approximately 2,310 sqm situated at 1-6 Camberwell Green
and 307-311 Camberwell New Road SE5, London. The development consists
of 92 private apartments, 9 shared ownership units and 8 commercial units.
328
100.0
80.0
80.0
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
Singapore
Parc Life
North Park
Residences
Australia
Frasers Landing
Central Park
– JVs
Central Park
– Broadway
Putney Hill
Port Coogee
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 gross floor
area for sale.
A residential development comprising 464
land lots to go.
A residential development comprising 575
apartment lots to go.
A residential development comprising 294
apartments and 8 non-residential lots to go.
A residential development comprising 199
apartment lots to go.
A residential development comprising 669
apartment and land lots to go.
92
2nd Quarter 2018
80.0
59
4th Quarter 2018
100.0
25
2nd Quarter 2022
75.0
81
4th Quarter 2019
50.0
2
3rd Quarter 2019
100.0
75
1st Quarter 2019
100.0
3
2nd Quarter 2027
100.0
Discovery Point
Shared Works
A residential development comprising 466
apartment lots to go.
43
2nd Quarter 2020
100.0
Cockburn Living
A residential development comprising 399
apartment lots to go.
54
4th Quarter 2025
100.0
Fairwater
A residential development comprising 650
apartment, house and land lots to go.
32
3rd Quarter 2020
100.0
Cova – Hope Island
A residential development comprising 197
MD housing, house and land lots to go.
64
4th Quarter 2019
100.0
Yungaba
Northshore
– Hamilton
A residential development comprising 10
apartment lots to go.
A residential development comprising 545
apartment, MD housing, house and land lots
to go.
95
2nd Quarter 2018
100.0
39
4th Quarter 2022
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
329
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
Australia (cont’d)
Casiana Grove
A residential development comprising 20 land
lots to go.
97
2nd Quarter 2018
100.0
Lidcombe Village
Civil
A residential development comprising 41
apartment, MD housing, house and land lots
to go.
68
3rd Quarter 2019
100.0
Baldivis Grove
A residential development comprising 302
land lots to go.
18
2nd Quarter 2022
100.0
Greenvale
A residential development comprising 14 MD
housing and land lots to go.
98
1st Quarter 2019
100.0
Baldivis Parks
A residential development comprising 814 MD
housing and land lots to go.
22
2nd Quarter 2026
50.0
Wallan
Parkville
Carlton
A residential development comprising 1,452
land lots to go.
25
4th Quarter 2026
50.0
A residential development comprising 631
apartment lots to go.
A residential development comprising 203
apartment and MD housing lots to go.
44
2nd Quarter 2023
50.0
73
1st Quarter 2020
65.0
Avondale Heights
A residential development comprising 135 MD
housing lots to go.
–
2nd Quarter 2019
100.0
Point Cook
Botany
A residential development comprising 376 MD
housing and land lots to go.
31
3rd Quarter 2020
50.0
A residential development comprising 360
apartment and MD housing lots to go.
18
3rd Quarter 2018
100.0
Coorparoo Square
A residential development comprising 370
apartment lots to go.
–
2nd Quarter 2018
50.0
Park Ridge
A residential development comprising 54 land
lots to go.
86
4th Quarter 2018
100.0
Burwood Brickworks A residential development comprising 713 MD
–
2nd Quarter 2025
100.0
housing, land and apartment lots to go.
North Ryde
A residential development comprising 383
apartment lots to go.
Warriewood
A development comprising 1 superlot to go.
–
–
3rd Quarter 2018
50.0
3rd Quarter 2018
100.0
330
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
Australia (cont’d)
Edmondson Park
A residential development comprising 1,813
apartment lots to go.
–
3rd Quarter 2024
100.0
Brookhaven
A residential development comprising 1,439
land lots to go.
7
2nd Quarter 2024
100.0
Deebing Heights
A residential development comprising 966
land lots to go.
–
2nd Quarter 2026
100.0
Shell Cove
A residential development comprising 996 MD
housing, house and land lots to go.
66
2nd Quarter 2025
50.0
Berwick Waters
A residential development comprising 1,076
land lots to go.
49
2nd Quarter 2024
50.0
Sunbury Fields
A residential development comprising 159 land
lots to go.
59
4th Quarter 2018
100.0
Westmeadows
A residential development comprising 120 MD
housing and land lots to go.
43
3rd Quarter 2019
100.0
Port Coogee
A residential development comprising 6 land
lots to go.
44
4th Quarter 2018
50.0
Seaspray
ART
Greenwood
Ivanhoe
A residential development comprising 3 land
lots to go.
A residential development comprising 1 land
lot to go.
A residential development comprising 138
apartment and MD housing lots to go.
A residential development comprising 1,016
social dwellings and 2,395 apartments to go.
84
4th Quarter 2019
50.0
–
–
3rd Quarter 2018
50.0
1st Quarter 2021
100.0
–
4th Quarter 2029
100.0
Wyndham Vale
A residential development comprising 1,174
land lots to go and 20 retail lots to go.
–
4th Quarter 2026
100.0
CEVA Alliance, West
Park, Victoria
Built form project with estimated gross lettable
area of 37,177 sqm.
–
1st Quarter 2018
100.0
OJI, Yatala,
Queensland
Built form project with estimated gross lettable
area of 24,486 sqm.
92
1st Quarter 2018
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
331
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
Australia (cont’d)
National Tiles &
Spec, West Park,
Victoria
Vivin, Western
Sydney Parklands
Trust, New South
Wales
Built form project with estimated gross lettable
area of 30,023 sqm.
–
1st Quarter 2018
100.0
Built form project with estimated gross lettable
area of 26,055 sqm.
–
3rd Quarter 2018
100.0
Primewest, Derrimut,
Victoria
Built form project with estimated gross lettable
area of 23,028 sqm.
62
1st Quarter 2018
100.0
Spec 6 (Silvan/
Rubies),
Keysborough,
Victoria
Built form project with estimated gross lettable
area of 28,335 sqm.
–
3rd Quarter 2018
100.0
PFD, Chullora, New
South Wales
Built form project with estimated gross lettable
area of 22,208 sqm.
–
4th Quarter 2018
100.0
Rhino Rack & Spec,
Eastern Creek,
New South Wales
Built form project with estimated gross lettable
area of 26,550 sqm.
–
3rd Quarter 2018
100.0
Eastern Creek –
Stage 2, New
South Wales
Eastern Creek –
Stage 3, New
South Wales
Eastern Creek –
Stage 5, New
South Wales
Industrial type of estate with an estimated total
saleable area of 8,688 sqm.
–
1st Quarter 2018
100.0
Industrial type of estate with an estimated total
saleable area of 15,082 sqm.
–
1st Quarter 2018
50.0
Industrial type of estate with an estimated total
saleable area of 55,358 sqm.
47
1st Quarter 2020
100.0
Macquarie Park,
New South Wales
Office type of estate with an estimated total
saleable area of 15,620 sqm.
–
1st Quarter 2019
50.0
Keysborough –
Stage 6, Victoria
Industrial type of estate with an estimated total
saleable area of 5,394 sqm.
96
3rd Quarter 2018
100.0
Keysborough –
Stage 8, Victoria
Industrial type of estate with an estimated total
saleable area of 79,985 sqm.
38
4th Quarter 2018
100.0
332
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
Australia (cont’d)
Truganina
– Stage 12, West
Park, Victoria
Truganina
– Stage 13, West
Park, Victoria
Truganina
– Stage 15, West
Park, Victoria
Inala, Queensland
Berrinba
– Church Lot,
Queensland
Industrial type of estate with an estimated total
saleable area of 62,156 sqm.
45
4th Quarter 2018
100.0
Industrial type of estate with an estimated total
saleable area of 78,840 sqm.
79
1st Quarter 2019
100.0
Industrial type of estate with an estimated total
saleable area of 67,944 sqm.
61
4th Quarter 2020
100.0
Industrial type of estate with an estimated total
saleable area of 22,222 sqm.
–
1st Quarter 2019
100.0
Industrial type of estate with an estimated total
saleable area of 30,496 sqm.
–
1st Quarter 2019
100.0
Yatala, Queensland
Industrial type of estate with an estimated total
saleable area of 151,189 sqm.
44
3rd Quarter 2021
100.0
Burwood – Retail
Retail type of estate with an estimated total
saleable area of 25,000 sqm.
–
4th Quarter 2019
100.0
Western Sydney
Parklands Trust
– Retail
Retail type of estate with an estimated total
saleable area of 157,700 sqm.
–
4th Quarter 2021
100.0
Gillman, South
Australia
Industrial type of estate with an estimated total
saleable area of 15,016 sqm.
–
1st Quarter 2018
50.0
Kellar Street, Berrinba Industrial type of estate with an estimated total
–
1st Quarter 2020
100.0
saleable area of 44,580 sqm.
Mulgrave, Victoria
Office type of estate with an estimated total
saleable area of 45,309 sqm.
–
2nd Quarter 2025
50.0
Braeside, Victoria
Industrial type of estate with an estimated total
saleable area of 209,269 sqm.
–
4th Quarter 2022
100.0
Eastern Creek Lot
531, New South
Wales
Industrial type of estate with an estimated total
saleable area of 35,000 sqm.
–
3rd Quarter 2019
100.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
333
PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
China
Chengdu Logistics
Hub
Baitang One
New Zealand
Coast Papamoa
Beach
United Kingdom
Wandsworth
Riverside Quarter
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. Phases 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 151,049 sqm and
Phase 3 of 273,055 sqm. Phases 1, 2, 3A and
3C1 of the development were completed.
– Phase 3B
– Phase 3C2
Freehold land of approximately 271,168
sqm situated at Tauranga, North Island for a
proposed development of approximately 316
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.
–
3rd Quarter 2019
80.0
89
–
1st Quarter 2018
3rd Quarter 2019
100.0
100.0
–
3rd Quarter 2018
75.0
12
1st Quarter 2020
80.0
Baildon project
Freehold land of approximately 5,870 sqm
situated at Baildon.
Brown Street project Freehold land of approximately 3,157 sqm
situated at Brown Street, Glasgow.
–
–
–
80.0
–
80.0
334
ANNUAL REPORT 2017 PARTICULARS OF GROUP PROPERTIES
AS AT 30 SEPTEMBER 2017
DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D)
Vietnam
G Homes project
Leasehold land of approximately 7,956
sqm located at district 2, Ho Chi Minh city
for a residential development of a total of
approximately 50,408 sqm of gross floor area
for sale, which is separated into high rise of
42,253 sqm for residential apartments (38,566
sqm) and shop house (3,687 sqm) and low rise
of 8,155 sqm for landed houses.
Stage of
Completion
%
Estimated Date of
Completion
Effective
Group
Interest %
–
2nd Quarter 2021
70.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
335
INTERESTED PERSON TRANSACTIONS
Particulars of interested person transactions ("IPTs") for the period from 1 October 2016 to 30 September 2017 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
–
301
–
289,169
–
8,122
3,146
6,232
1,808
–
116
–
Name of interested person
TCC Group of Companies (1)
– Purchase of products and obtaining of services
– Lease of retail/office/hotel space
– Interest charged on loans
– Acquisition of interest in a joint venture
Frasers Hospitality Trust
– Provision of services
Wee Joo Yeow, Non-executive and Independent Director
– Sale of property units
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.
336
ANNUAL REPORT 2017 SHAREHOLDING STATISTICS
AS AT 12 DECEMBER 2017
Class of Shares
Voting Rights
– Ordinary shares
– One vote per share
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of Holding
No. of Shareholders
%
No. of Shares
%
– 99
– 1,000
1
100
1,001 – 10,000
10,001 – 1,000,000
1,000,001 and above
TOTAL
74
462
4,653
2,231
22
7,442
0.99
6.21
62.52
29.98
0.30
100.00
2,131
309,484
23,214,307
129,763,196
2,752,035,576
2,905,324,694
0.00
0.01
0.80
4.47
94.72
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
Lim Ee Seng
Phay Thong Huat Pte Ltd
10
11 DB Nominees (Singapore) Pte Ltd
12 DBSN Services Pte Ltd
13 Morgan Stanley Asia (Singapore) Securities Pte Ltd
14
15 Choo Meileen
16 Chee Swee Cheng & Co Pte Ltd
17 OCBC Nominees Singapore Pte Ltd
18 OCBC Securities Private Ltd
19
20 CIMB Securities (Singapore) Pte Ltd
TOTAL
Phillip Securities Pte Ltd
The Titular Roman Catholic Archbishop of Kuala Lumpur
879,982,074
863,627,902
824,847,644
97,029,137
20,866,720
14,590,300
12,513,182
9,635,321
3,673,804
3,618,000
3,301,030
3,116,085
2,104,616
2,013,440
1,812,130
1,693,220
1,418,220
1,409,180
1,319,886
1,253,685
2,749,825,576
30.29
29.73
28.39
3.34
0.72
0.50
0.43
0.33
0.13
0.12
0.11
0.11
0.07
0.07
0.06
0.06
0.05
0.05
0.05
0.04
94.65
Note
*
Percentage is based on 2,905,324,694 shares as at 12 December 2017. There are no Treasury Shares as at 12 December 2017.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
337
SHAREHOLDING STATISTICS
AS AT 12 DECEMBER 2017
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
–
–
–
–
–
–
–
–
–
59.07
28.39
–
–
–
–
–
–
–
–
–
–
–
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
–
–
28.39
28.39
28.39
28.39
28.39
28.39
28.39
87.46
87.46
To the best of the Company’s knowledge and based on records of the Company as at 12 December 2017, 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 2,905,324,694 shares as at 12 December 2017. There are no Treasury Shares as at 12 December 2017.
(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 (“Siriwana”) holds an aggregate of approximately 45.27% interest in ThaiBev. This comprises a direct interest of 43.68%
and an indirect interest of 1.59% held through Sirisopha Company Limited (“Sirisopha”). Siriwana holds an approximate 99.98% direct interest in
Sirisopha which in turn holds an approximate 1.59% direct interest in ThaiBev;
-
-
ThaiBev holds a 100% direct interest in IBHL; and
IBHL holds a 100% direct interest in IBIL.
Siriwana 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. Siriwana holds an aggregate of approximately 45.27% interest in ThaiBev. This comprises a direct interest of 43.68%
and indirect interest of 1.59% held through Sirisopha. Siriwana holds an approximate 99.98% direct interest in Sirisopha which in turn holds an
approximate 1.59% 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.
338
ANNUAL REPORT 2017
NOTICE OF ANNUAL GENERAL MEETING
FRASERS CENTREPOINT LIMITED
(Incorporated in Singapore)
(Company Registration No. 196300440G)
NOTICE OF ANNUAL GENERAL MEETING
Date
Place
: 29 January 2018
: Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966
NOTICE IS HEREBY GIVEN that the 54th 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 Monday,
29 January 2018 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
2017 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
2017.
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 Charoen Sirivadhanabhakdi, 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 Charoen will be re-appointed as Chairman of the Board of Directors
and Chairman of the Board Executive Committee.
(b)
“That Khunying Wanna Sirivadhanabhakdi, who will retire by rotation pursuant to article 94 of the
Constitution of the Company and who, being eligible, has offered herself for re-election, be and is hereby
re-appointed as a Director of the Company.”
Subject to her re-appointment, Khunying Wanna will be re-appointed as Vice-Chairman of the Board of
Directors.
(c)
“That Mr Chan Heng Wing, 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 Chan, who is considered an independent Director, will be re-appointed
as a member of the Risk Management Committee, a member of the Nominating Committee and a
member of the Remuneration Committee.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
339
NOTICE OF ANNUAL GENERAL MEETING
(d)
“That Mr Weerawong Chittmittrapap, 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 Chittmittrapap, who is considered an independent Director, will
be re-appointed as Chairman of the Nominating Committee and a member of the Risk Management
Committee.
(e)
“That Mr Tan Pheng Hock, who will cease to hold office pursuant to article 100 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.”
Mr Tan is considered an independent Director.
(4)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September 2018
(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, of which Resolutions
(6), (7), (8) and (9) will be proposed as Ordinary Resolutions and Resolution (10) will be proposed as a Special Resolution:
(6)
“That authority be and is hereby given to the Directors of the Company to:
(a)
(i)
issue shares of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1)
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 and subsidiary holdings) (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 and subsidiary holdings) (as calculated in accordance with sub-paragraph (2)
below);
340
ANNUAL REPORT 2017
NOTICE OF ANNUAL GENERAL MEETING
(2)
(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 and subsidiary holdings) 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)
(4)
and, in sub-paragraph (1) above and this sub-paragraph (2), “subsidiary holdings” has the meaning given
to it in the Listing Manual of the SGX-ST;
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
(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 and subsidiary holdings) from
time to time, and in this Resolution, “subsidiary holdings” has the meaning given to it in the Listing Manual of the
Singapore Exchange Securities Trading Limited.”
(8)
“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 3 January 2018 (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”);
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
341
NOTICE OF ANNUAL GENERAL MEETING
(b)
(c)
(9)
“That:
(a)
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 of Singapore (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 Exchange Securities Trading Limited (the “SGX-ST”) transacted
through the trading system of the SGX-ST and/or any other securities exchange on which the
Shares may for the time being be listed and quoted (“Other Exchange”); and/or
off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other
Exchange) in accordance with any equal access scheme(s) as may be determined or formulated
by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by
the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the
case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “Share Purchase Mandate”);
(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;
342
ANNUAL REPORT 2017 NOTICE OF ANNUAL GENERAL MEETING
(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 treasury shares and subsidiary holdings (as defined
in the Listing Manual of the SGX-ST)); 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.”
(10)
“That:
(a)
(b)
the name of the Company be changed from “Frasers Centrepoint Limited” to “Frasers Property Limited”
and that the name “Frasers Property Limited” be substituted for “Frasers Centrepoint Limited” wherever
the latter name appears in the Company’s Constitution; 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 this Resolution.”
By Order of the Board
Catherine Yeo
Company Secretary
Singapore, 3 January 2018
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
343
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 Annual General 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 Annual General 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 of
Singapore.
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
Annual General 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 2017.
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 and subsidiary
holdings), with a sub-limit of 20% for issues other than on a pro rata basis, calculated as described in the
Resolution. As at 8 December 2017 (the “Latest Practicable Date”), the Company had no treasury shares and no
subsidiary holdings.
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 and subsidiary holdings), 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 Appendix 1 to the Letter to Shareholders dated 3 January 2018 (the “Letter”). Please
refer to the Letter for more details.
344
ANNUAL REPORT 2017 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, 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 58,106,493
ordinary shares on the Latest Practicable Date, representing 2% of the issued ordinary shares as at that date, at
the maximum price of S$2.16 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 2017 and certain
assumptions, are set out in paragraph 3.7 of the Letter.
Please refer to the Letter for more details.
(f)
The Special Resolution proposed in item (10) above is to approve the proposed change of name of the Company
from “Frasers Centrepoint Limited” to “Frasers Property Limited”. The rationale for the proposed change of name
is set out in 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.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
345
This page has been intentionally left blank.
346
ANNUAL REPORT 2017 FRASERS CENTREPOINT LIMITED
(Incorporated in Singapore)
(Company Registration No. 196300440G)
PROXY FORM
AN N UAL GENERAL MEETING
IMPORTANT
1. Relevant intermediaries as defined in Section 181 of the Companies Act,
Chapter 50 of Singapore 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
3 January 2018.
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
Proportion of Shareholdings
No. of Shares
%
and/or (delete as appropriate)
Name
Address
NRIC/Passport Number
Proportion of Shareholdings
No. of Shares
%
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 29 January 2018 at Ballrooms
II and III, Level 2, InterContinental Singapore, 80 Middle Road Singapore 188966, and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the AGM (of which Resolution
Nos. 1 to 9 will be proposed as Ordinary Resolutions and Resolution No. 10 will be proposed as a Special Resolution)
as indicated 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 2017 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 2017.
(a) To re-appoint Director: Mr Charoen Sirivadhanabhakdi
(b) To re-appoint Director: Khunying Wanna Sirivadhanabhakdi
(c) To re-appoint Director: Mr Chan Heng Wing
(d) To re-appoint Director: Mr Weerawong Chittmittrapap
(e) To re-appoint Director: Mr Tan Pheng Hock
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the
year ending 30 September 2018 (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 the Directors to issue shares and to make or grant convertible instruments.
To authorise the Directors to grant awards and to allot and issue shares pursuant to
the FCL Restricted Share Plan and/or the FCL Performance Share Plan.
To approve the proposed renewal of the mandate for interested person transactions.
To approve the proposed renewal of the share purchase mandate.
To approve the proposed change of name of the Company.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
*
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 _____________________ 2018.
Signature(s) of Member(s) or Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
Total Number of
Shares held (Note 1)
fold and seal here
NOTES TO PROXY FORM:
1.
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 instrument appointing a proxy or proxies 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 Annual General 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.
A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General 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.
(b)
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore.
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 Annual
General Meeting.
5. Completion and return of the instrument appointing a proxy or proxies shall not preclude a member from attending, speaking and voting at the Annual General
Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Annual General 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 Annual General 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 appointing a proxy or proxies (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 Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.
fold here
Affix
Postage
Stamp
THE COMPANY SECRETARY
FRASERS CENTREPOINT LIMITED
c/o Tricor Barbinder Share Registration Services
(A division of Tricor Singapore Pte. Ltd.)
80 Robinson Road #11-02
Singapore 068898
fold here
FACT SHEET
OVERVIEW
Frasers Centrepoint Limited (“FCL”), is a multi-national company that owns, develops and
manages, a diverse, integrated portfolio of properties. Listed on the Main Board of the
Singapore Exchange Securities Trading Limited (“SGX-ST”) and headquartered in Singapore,
the company is organised around fi ve asset classes, with assets totalling S$27 billion.
FCL’s assets range from residential, hospitality, retail, commercial, and industrial and logistics
properties in Singapore, Australia, China, Southeast Asia and Europe. Its well-established
hospitality business owns and / or operates serviced apartments and hotels in over 80
cities across Asia, Australia, Europe, the Middle East and Africa. The company is unifi ed
by its commitment to deliver enriching and memorable experiences for customers and
stakeholders, leveraging knowledge and capabilities from across markets and property
sectors, to deliver value in its multiple asset classes.
FCL is also a sponsor of four vehicles listed on the SGX-ST. Frasers Centrepoint Trust
(“FCT”), Frasers Commercial Trust (“FCOT”), and Frasers Logistics & Industrial Trust (“FLT”) are
focused on retail properties, offi ce and business space properties, logistics and industrial
properties respectively. Frasers Hospitality Trust (“FHT”) (comprising Frasers Hospitality Real
Estate Investment Trust and Frasers Hospitality Business Trust) is a stapled trust focused on
hospitality properties.
FRASERS CENTREPOINT LIMITED
FCL AT A GLANCE
• Among the top residential developers
and one of the largest mall owners and /
or operators in Singapore
• One of Australia’s leading diversifi ed
property groups
• Owns and / or operates over 23,000
serviced apartments / hotel rooms
(including pending openings) across
more than 80 cities
• S$4,026.6 million revenue in FY17
• S$1,089.0 million PBIT in FY17
• S$488.2 million attributable profi t before
fair value change and exceptional items
in FY17
SINGAPORE
AUSTRALIA
HOSPITALITY
RESIDENTIAL
• Over 19,000 homes built and three
projects under development
COMMERCIAL – NON-REIT
• Has interests in six malls in Singapore
• Has interests in four offi ce and business
space properties in Singapore
COMMERCIAL – REIT
• Holds a 41.7% stake in FCT, which owns
six suburban malls in Singapore and has
a 31.15% stake in Hektar REIT, a retail-
focused REIT in Malaysia
• Holds a 26.8% stake in FCOT, which owns
six offi ce and business space properties
across Singapore and Australia
FEE INCOME
• Asset management and property
management fees
DEVELOPMENT
• A residential pipeline with an estimated
gross development value (“GDV”) of
S$9.3 billion1
• A commercial & industrial (“C&I”) and
retail pipeline with an estimated GDV of
S$2.2 billion2
INVESTMENT – NON-REIT
• S$1.2 billion portfolio of C&I investment
properties, with high occupancy rates and
fi xed rental increases
INVESTMENT – REIT
• Holds a 19.9% stake in FLT, which owns
61 quality industrial and logistics assets
strategically located in major industrial
markets in Australia
FEE INCOME
• Asset management and property
management fees
NON-REIT
• Has interests and / or operates 148
serviced apartments / hotels across Asia,
Australia, Europe, the Middle East and
Africa
REIT
• Holds a 22.6% stake in FHT, which owns
15 hotel and serviced residence assets in
prime locations across Asia, Australia and
Europe
FEE INCOME
• Asset management and property
management fees
GLOBAL FOOTPRINT
RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
Thailand3
United Kingdom
Vietnam4
COMMERCIAL
Australia
China
Malaysia5
Singapore
Thailand6
Vietnam7
INDUSTRIAL/
LOGISTICS
Australia
China
Germany8
Thailand6
The Netherlands8
BUSINESS PARK
Australia
United Kingdom9
HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Myanmar10
Nigeria
Philippines
Republic of
Congo
Qatar
Saudi Arabia10
Singapore
South Korea
Spain
Switzerland
Thailand
Turkey
UAE
United Kingdom
Vietnam
1 Excludes unrecognised lots and revenue; Includes commercial area; Includes 100%
of joint arrangements (Joint Operation - JO and Joint Venture - JV) and project
development agreements - PDAs
2 Estimated pipeline GDV includes GDV related to C&I developments for the Group’s
Investment Property portfolio, on which there will be no profi t recognition. The mix of
internal and external C&I developments in the pipeline changes in line with prevailing
market conditions
3 Through FCL’s 39.9% stake in Golden Land Property Development Public Company
Limited and 19.9% stake in One Bangkok
4 Through FCL’s 70% stake in G Homes House Development Joint Stock Company
5 Through FCT’s stake in Hektar REIT, a retail-focused REIT in Malaysia
6 Through FCL’s 41.0% stake in TICON Industrial Connection Public Company Limited
and 19.9% stake in One Bangkok
7 Through FCL’s 75% stake in Me Linh Point Tower
8 Through FCL’s 99.5% stake in Geneba Properties N.V.
9 Through FCL’s acquisition of four strategically located, high quality business parks in
the United Kingdom
10 Property pending opening
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COMPETITIVE STRENGTHS
• Able to participate in and extract value from the entire real estate value chain by tapping its multi-segment capabilities
• Well-established in the mid-tier and mass market segments of the private residential property market in Singapore, as one of the top
residential developers
• One of the largest retail mall owners and / or operators in Singapore, off ering customised solutions across multiple locations
• Scalable hospitality operator with an international footprint that cannot be easily replicated
• Robust capital structure and well-capitalised balance sheet
• Established REIT platforms for capital recycling through the divestment of mature, stable-yield assets
• Visible income sources from pre-sold residential projects, supported by recurring rental and property / asset management income
• Strong reputation and proven track record across all property segments, with an expertise in developing complex, mixed-use developments
• Backed by a strong sponsor, TCC Group, one of the largest conglomerates in Thailand with businesses across F&B, property and fi nancial
services
GROWTH STRATEGIES
SUSTAINABLE EARNINGS GROWTH
BALANCED PORTFOLIO
OPTIMISE CAPITAL PRODUCTIVITY
• Achieve sustainable earnings growth
• Grow asset portfolio in a balanced
• Optimise capital productivity through
FRASERS CENTREPOINT LIMITED
through signifi cant development project
pipeline, investment properties and fee
income
- Pre-sold revenue of S$3.4 billion across
Singapore, China and Australia provides
earnings visibility from development
pipeline
manner across geographies and property
segments
- > 80% of the Group’s total assets are
REIT platforms and active asset
management initiatives
- In FY16, about S$240 million of assets
recurring income assets
was divested into FLT
- > 60% of the Group’s PBIT are from
recurring income sources
- > 50% of the Group’s total assets are
outside of Singapore
- > 60% of the Group’s PBIT are
generated from overseas markets
UNRECOGNISED RESIDENTIAL REVENUE
Unrecognised Revenue
Unsold / Unlaunched Units
FINANCIAL HIGHLIGHTS
Selected Financials (S$ million)
Revenue
PBIT
Attributable Profi t before Fair Value Change and
Exceptional Items (“APBFE”)
Fair Value Change
Exceptional Items
Attributable Profi t
Key Ratios
Net Asset Value per Share16
Return on Equity17
Earnings per Share18
Net Interest Cover19
PBIT by Business Units (S$ million)
Singapore
Australia
Hospitality
International Business
Corporate and Others
TOTAL
SINGAPORE
S$0.9 billion11
77312
AUSTRALIA
S$2.2 billion13
17,45014
CHINA
S$0.3 billion15
2,28812
FY17
4,026.6
1,089.0
488.2
215.3
(14.4)
689.1
FY16
3,439.6
938.2
479.9
106.3
11.1
597.2
As at 30 Sep 17
As at 30 Sep 16
S$2.46
6.1%
FY17
S$2.30
6.3%
FY16
14.6 cents
14.3 cents
9x
7x
FY17
408.2
290.2
154.2
274.1
(37.7)
1,089.0
FY16
428.2
217.8
135.0
185.7
(28.5)
938.2
ASSET BREAKDOWN BY
GEOGRAPHICAL SEGMENT
AS AT 30 SEP 17
45%
Total Assets:
S$27.0
billion
31%
12%
6%
6%
S$8.4b
Australia
S$3.4b
Europe
China
S$1.5b
Thailand & others20 S$1.5b
Singapore
S$12.2b
11
Includes FCL’s share of JV projects. With the
adoption of FRS 111, about S$0.3b of the
unrecognised revenue relating to JV will not be
consolidated. Nevertheless, impact on PBIT is not
expected to be signifi cant
Includes interest held by JV partners
Includes FCL’s eff ective interest of joint
arrangements (JO and JV) and PDAs
14 Excludes unrecognised lots and revenue;
12
13
15
Includes commercial area; Includes 100% of joint
arrangements (JO and JV) and PDAs
Includes FCL’s share of Gemdale MegaCity.
Gemdale MegaCity is accounted for as an associate
and about S$0.2b of the unrecognised revenue is
not consolidated. Nevertheless, impact on PBIT is
not expected to be signifi cant
16 Presented based on the number of ordinary shares
on issue as at the end of the year
17 APBFE (after distributions to perpetual securities
holders) over average shareholders’ fund
18 APBFE (after distributions to perpetual securities
holders) over weighted average number of ordinary
shares on issue
19 Net interest excluding mark-to-market adjustments
on interest rate derivatives and capitalised interest
Includes Vietnam, Malaysia, Japan, Philippines,
Indonesia and New Zealand
20
Note: Unless otherwise stated, all fi gures in this document are as at 30 September 2017, the end of
Frasers Centrepoint Limited’s latest reported fi nancial year-end.
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ANNUAL REPORT 2017
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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
Untitled-2 1
27/9/16 12:02 PM
Top: Alexandra Point, Singapore
Above left: Artist’s impression of Wonderland at Central Park, Sydney, New South Wales, Australia
Above right: Watertown, Singapore