SingPost AR0910
SingPost AR0910
SingPost AR0910
transforming
to deliver
Contents
06 Letter to Shareholders
08 Board of Directors
10 Transforming to Deliver Value
18 Transforming to Deliver
on Service Obligations
21 Investor Relations
22 Shareholder Returns
23 Property
24 Group Financial Highlights/
Business Review
25 Group Five-Year Financial Summary
26 Financial Review and Outlook
30 Corporate Governance Report
46 Information on Directors and
Key Management
56 Statutory Reports and Financial
Statements
137 SGX Listing Manual Requirements
138 Shareholding Statistics
140 Notice of Annual General Meeting
144 Notice of Books Closure
145 Proxy Form
148 Contact Points
Our Vision
Awards
& Accolades
H Awarded the EMS Cooperative Certification Gold Level Award by the Universal Postal Union (UPU) for our
Speedpost Worldwide Courier Service for the ninth consecutive year since 2001. We are the only postal
organisation in the world to attain this achievement.
H Won the 2009 EMS Customer Care Award (Medium Category) for the second consecutive year.
H Ranked 7th out of 680 SGX-listed companies in the second full year issue of the Governance and Transparency
Index (GTI), which was jointly conducted by The Business Times and the Corporate Governance and Financial
Reporting Centre. The GTI ranks companies on their governance standards, financial transparency and investor
relations practices.
H Presented the runner-up award for the Most Transparent Company Award 2009 in the Services/Utilities/
Agriculture category at the SIAS 10th Investors Choice Awards for the third time.
H Received the Patron of Heritage award from the National Heritage Board for the third consecutive year.
H Awarded the NTUC May Day Model Partnership Award 2009 - Institutional Category.
H Chairman Mr Lim Ho Kee was conferred the Medal of Commendation Award at the NTUC 2009 May Day
awards ceremony for being a friend of labour, an important advocate for the workers and promoting continued
employment beyond retirement.
SingPost started diversifying beyond postal services,
to offer more value-added products and services
including financial services in 2004, to grow our
revenue while bringing value-enhancing services
closer to customers.
transforming to deliver Since 2003, SingPost has been growing and transforming
ourselves to cater to the evolving needs of our customers
Operating in this fast changing environment, our ability As part of our transformation over the past few years,
to constantly push the envelope and innovate ensures SingPost has been steadily expanding beyond our shores.
our relevance to the community as a vital and convenient In 2009, we made two strategic acquisitions - Quantium
network for connecting people and businesses. Solutions and Postea Inc. - to strengthen and extend our
core competencies into the Asia Pacific region and also to
tap on new market potential and opportunities.
A dedicated queue for postal services such as the purchase of
postage stamps and registered article transactions was introduced
at all 62 post offices to serve customers better.
Every day, rain or shine, we are driven to deliver the best for We will continue to provide an outstanding universal service,
our customers, whether behind the scenes or serving them today and tomorrow.
directly. Day in and day out, we are always close at hand.
If you are simply keeping in touch with friends and loved
ones, you can count on us to deliver your letters or parcels
on time and with a smile. If you walk into any of our 62 post
offices, you can expect the same great service - quick, easy
and convenient from our friendly staff.
Letter to
Shareholders
A Transformational Company in a
Changing Business Environment
We are seeing structural changes in the postal landscape
arising from changing global trends in technology,
business and lifestyle. Companies and government
agencies are increasingly using e-platforms to
communicate; the trend of e-billing and e-statements
is gaining momentum. In Singapore, we have been
recording a continuous decline in public mail volumes
over the last decade, a trend that is experienced by many
developed countries.
06
New investments will be required to enable SingPost to A Word of Welcome and Thanks
achieve our targets. In March 2010, we issued S$200
million of Fixed Rate Notes due 2020, which, along with I would like to welcome two new Directors to the Board
our cash holdings, provides us the financial capacity to they are Michael James Murphy and Zulkifli Bin
invest for growth. We are exploring new opportunities for Baharudin. I am confident that the Board will be stronger
growth through partnerships and collaborations, mergers for their presence and benefit from the experience and
and acquisitions, either in Singapore or Asia Pacific. insights that they bring with them. I also want to thank
Wilson Tan, who was our Group CEO and Director until
We are also strengthening our business efficiencies so April 2010 for his many contributions to SingPost.
as to mitigate business cost increases. The cost controls
and capacity management measures that we put in place I would also like to express my deepest gratitude to the
in 2008 have proven to be effective and enabled us to Board members for providing strategic direction and
reduce operating expenses in tandem with the decline counsel to the Company throughout the year.
in our Mail and Speedpost businesses. This year,
the Groups operating expenses decreased by 0.7 per As the Group accelerates its transformation, the Board is
cent to S$333.5 million (excluding the consolidation of mindful that success is a team effort of the management
Quantium Solutions). and staff, the Union and our business partners, so I want
to extend them my heartfelt gratitude for their support in
As the global economies return to growth, we expect this challenging transformation effort. We will continue to
improving business conditions for our Mail, Logistics, work together to serve our customers better and build a
Retail and Financial services and we see windows future for all of us.
of opportunity ahead to create more value for our
shareholders. Finally, I would like to thank you, our shareholders for your
support and faith in SingPost over the last year. We will be
working hard to deliver value and be a company that you
Reaffirming our Social Commitment can be proud of.
While we transform ourselves for growth, we remain
Yours sincerely,
highly cognisant of our role in the community. With over
150 years history, we have become one of the most
recognised brands in Singapore and are mindful of the
trust the people have put in us.
07
Board of
Directors
Lee Chong Kwee Lim Eng Keith Tay Ah Kee Lim Ho Kee
(Non-Executive, (Non-Executive, (Non-Executive, (Chairman,
Independent Director) Non-Independent Independent Director) Non-Executive,
Director) Independent Director)
08
Kenneth Michael Tan Yam Pin Timothy Chia Michael James Zulkifli Bin
Tan Wee Kheng Chee Ming Murphy Baharudin
(Non-Executive,
(Non-Executive, Independent Director) (Non-Executive, (Non-Executive, (Non-Executive,
Independent Director) Independent Director) Non-Independent Independent Director)
Director)
09
Transforming
to Deliver Value
10
a pre-paid envelope with creative advertising messages,
is distributed to customers making transactions at the
post office. It enables customers to post their mail free
within Singapore while offering businesses another viable
option to reach out to their customers in a cost-effective
way.
11
Strengthened International
Collaborations Closer to home, in the Asia Pacific region, SingPost
continues to be a board member of the Asia Pacific Post
In FY2009/10, we continued to focus on regional (APP) Cooperative board and Office Director of both the
collaborations and establishing Singapore as an APP and Regional Technical Centre for Asia Pacific.
e-commerce hub to strengthen our international We also led several workshops on terminal dues in order
mail business. In spite of the challenging economic to help ASEAN members understand and manage the
environment, we achieved growth in e-commerce changes in the new terminal dues system.
volume for outgoing small packet mail despatched from
Singapore. Leveraging our core competencies in reliable
delivery service and strong global postal network, we will
continue to grow our transshipment business for
e-commerce items. During the year, we continued our efforts to use
innovative techniques on stamp designs.
With effect from 1 January 2010, Singapore was We premiered Singapores first embroidered appliqu
reclassified as a New Target Country from Developing stamp. Featuring the white Pigeon Orchid, the flowers
Country by the Universal Postal Union (UPU), a United were delicately embroidered and affixed on this
Nations agency that determines the terminal dues - limited edition stamp, making it a unique addition
an international remuneration system between postal to philatelists collection. A special Collectors
administrations for the delivery of international mail. As a Sheet of the Zodiac Tiger stamp using the offset
result of the reclassification, SingPosts terminal dues are lithography with reflective index transparent hologram
settled under a new structure, which will result in higher with morphing effect was released. We also issued
outpayments for international mailing. We have taken and stamps with diverse themes covering significant
will continue to take measures to mitigate its impact. events like the launch of the SMRTs Circle Line, the
150th anniversary of the Singapore Botanic Gardens,
During the year, we continued to expand the customer and the Asia-Pacific Economic Cooperation (APEC)
base of our hybrid mail business, DataPost inthe five meetings in Singapore, as well as joint stamps with
markets where we operate, namely Singapore, Malaysia, the Philippines and Indonesia. Altogether 12 stamp
Hong Kong SAR, Thailand and the Philippines. issues were released for the year.
12
Logistics
13
Besides focusing on operational efficiencies, we have
also been rapidly building up our own distribution
networks within the region. During the year, Quantium
Solutions India successfully strengthened its presence Growing Customised Logistics
in India. To date, it has 32 offices in 11 cities across
India including the newly opened offices in Mangalore,
Solutions
Ghaziabad and Faridabad. The company plans to
For the past few years, we have been building our
increase and open branches in new areas to further
distribution capabilities to offer integrated logistics
extend its business in India.
solutions that cover a wide range of value-added services
including warehousing and fulfilment, and other innovative
In FY2009/10, mailroom management services (MMS)
services. During the review year, we expanded our
continued to be a strategic growth area for Quantium
customer base in the various industries and extended our
Solutions. Under the MMS, we offer customised and
warehousing hubs to include the Airmail Transit Centre.
cost-effective mailroom solutions complete with an
Integrated Mailroom System to track and analyse mailing
We were accorded the Technology Asset Protection
activities, as well as teams of mailroom specialists
Association Class A certification for our warehousing
providing on-target services that have been specially
security capabilities and ISO 9001 certifications for
designed to increase productivity, and help companies
process efficiency.
to retain their competitive edge. To further enhance the
service offerings, we introduced the Virtual Mailroom that
In line with our strategy of growing e-commerce and to
will improve service levels within the organisation as well
be the transshipment hub for this region, we set up a
as allow staff and clients quick access to information.
dedicated Centralised Gateway Operations at our Airmail
Transit Centre which is within the Free Trade Zone to
handle all mail, EMS and parcel transshipment items that
transit via SingPost during the year. This will enable us to
improve the transit time and reduce processing costs,
better serving the growing interest by international online
retailers to use Singapore as a regional distribution hub.
14
vPOST continued to grow and expand its offerings, making online shopping
more convenient for customers.
Improved Competitiveness
In FY2009/10, SingPost improved operational efficiency
by optimising and strengthening our delivery network and
coverage to provide a fast, on-time and reliable collection
and delivery service. Complementing our Speedpost
worldwide courier service to more than 220 countries and
territories, we launched the enhanced EMS (Express Mail
Service) service with additional track and trace capabilities
and high levels of delivery standards. It provides cost-
effective and guaranteed day-certain delivery and visibility
from collection to delivery to selected countries/territories,
namely Australia, China, France, Hong Kong SAR, Japan,
Korea, Spain, the United Kingdom and the United States
of America.
15
Retail
16
Wide Spectrum of Financial Services
In FY2009/10, we launched CPL Premium Holiday
for regular premium policy sign-up under the financial
planning service Care-for-Life, allowing customers to
enjoy savings on their premium. We also offered new
plans such as PruInvestor Guaranteed Plus,
an endowment plan and PruSmart Lady II Pink Campaign
- an affordable medical protection plan, serving the needs
of female customers. To help customers enjoy a regular
stream of income upon retirement and to protect their
savings from huge medical bills, the Retirement Saver
Plus was introduced.
17
Transforming to Deliver
on Service Obligations
Service First
As SingPost continues to transform to better meet
the increasing challenges, we remain committed to Rain or shine, our staff are there to ensure that mail or
our service obligations and giving our best in serving parcel is delivered on time while friendly and helpful
Singaporeans and the public at large. counter staff at our post offices serve with warmth and
professionalism. It is something that we have been doing
day after day, year after year for more than 150 years,
giving customers the service they have come to depend
on and trust.
18
Developing Our Staff Strong Industrial Relations
We are committed to delivering reliable, efficient and During the year, we continued to engage our staff through
convenient services to the public and the businesses every specially organised events and activities such as group
day. To achieve this, we constantly invest in our staff. walks, movie screenings, and regular communications
through staff dialogue sessions.
In FY2009/10, we continued to step up our development
programmes for staff, building a stronger team in In FY2009/10, SingPost continued to work closely with
both soft skills and work-related skills. We rolled out UTES to pro-actively manage our labour costs in the face
the Workforce Skills Qualifications Go the Extra Mile of the economic downturn. Wage increment was frozen,
Service (GEMS) programme by the Singapore Workforce performance-based bonus reduced and certain staff
Development Agency and launched the LCCI (London benefits suspended. To help the lower waged staff during
Chamber of Commerce and Industry) Selling and Sales the downturn, SingPost gave them a one-off payment.
Management programme for sales personnel to enhance
their selling skills. Building on our healthy relations with the union, SingPost,
jointly with UTES and the Tripartite Alliance for Fair
With the support of our staffs union, Union of Telecoms Employment Practices (TAFEP), signed an undertaking
Employees of Singapore (UTES), SingPost also embarked to be a fair employer. Hiring managers underwent a
on the Skills Programme for Upgrading and Resilience workshop with trainers from TAFEP. SingPost and UTES
(SPUR) offered by the Employment And Employability partnered with the Ong Teng Cheong Labour Leadership
Institute, for our in-house Workforce Skills Qualifications Institute to organise the Termination, Dismissal and
training. Discipline Workshops for our supervisory and managerial
staff.
Our ongoing investment in training frontline staff in
customer service paid off. On 6 October 2009, 425 staff SingPost also collaborated with the NTUC Womens
were honoured at the SingPost Best Employee Cum Development Secretariat (WDS) to encourage
Commendation Awards Ceremony 2009. Nationally, at economically inactive women back to the workforce
the Excellent Service Awards (EXSA) 2009 ceremony, on part-time or flexible work arrangements through the
a total of 59 SingPost employees were commended Flexi-Works! Scheme.
for outstanding service. One of our Customer Service
Officers, Ms Maggie Koh Mui Keng was a Superstar
finalist in the retail category.
19
Care and Share In keeping with our efforts to connect with the community
we serve, particularly the youth, SingPost announced
SingPost remains committed to helping the community our partnership with Singapore Youth Olympic Games
that we serve through our corporate social responsibility Organising Committee. As the Official Postal Services
programme. We develop and drive initiatives that create Sponsor for the Singapore 2010 Youth Olympic Games
value and contribute to the well-being of our stakeholders. (Singapore 2010) to be held in August 2010, SingPost
will provide local and overseas delivery of the Games
In FY2009/10, we continued to support Food from the tickets via registered article and offer media spaces
Heart (FFTH), a non-profit organisation that runs voluntary for the Singapore 2010, as well as sell Singapore 2010
food distribution programmes. Apart from the Bread merchandise through selected post offices and our online
Distribution Programme where we leverage our strength portal, vPOST.
in collection and delivery to pick unsold bread and
pastries from bakeries and hotels and transport them to Leveraging our core strengths, SingPost rendered delivery
Self-Collection Centres six times a week, SingPost also and logistical support to the Brooks Republic Charity
supported 50 underprivileged primary school students Run, Breast Cancer Foundation, Dover Park Hospice
with food items during the year. Sunday Walk and SingTel Touching Lives Fund. In addition
to sponsoring the Handicapped Welfare Associations
Under our staff voluntarism programme, SingPost staff (HWA) Wheel Walk or Jog event, SingPost also raised
also gave generously, both personal time and money, S$50,000 for the event. About 150 staff participated in the
towards the Food Goodie Bag Programme. Staff event.
contributed a total of about S$30,000 to purchase food
items for some 100 elderly residents in Kolam Ayer for Other worthwhile causes we supported included the
six sessions since the inaugural session in July 2008, Community Chest SHARE programme, Girl Guides
on top of packing and delivering these items. To spread Singapore Centenary Fund Raising Dinner, Autism
the festive cheer, SingPost staff also organised a year- Association, Work-based Training Programme 2010 and
end party for these residents and distributed red packets waiver of postage for the mailing of literature for the
during the Chinese New Year period. blind. We also supported our business partners in their
community outreach programmes.
20
Investor Relations
We met with 67 overseas and local fund managers and Institutional Holdings by Geographic Distribution
complemented these meetings with regular emails or calls
on corporate developments. SingPost also participated Asia
in two investor conferences in Singapore - Merrill Lynch 14.2%
Asian STARS Conference and UBS Asian Transport
Conference. Management met a total of 22 fund
managers from the United Kingdom, Australia, Japan, Singapore
Hong Kong SAR and Singapore in the two days. North America
15.9%
43.2%
For the quarterly results briefings with the media and
analysts, the Group Chief Executive Officer and Deputy
Group Chief Executive Officer & Chief Financial Officer
personally deliver the financial results. The results Europe
presentations are concurrently webcast, and recordings 26.7%
are archived on the corporate website.
21
21
Shareholder Returns
The total shareholders return (TSR) was 46.9 per cent for FY2009/10 Dividends (per share)
FY2009/10 (source: Bloomberg).
Interim Q1 FY2009/10 1.25 cents
Over the period 1 April 2009 to 31 March 2010, the share
Interim Q2 FY2009/10 1.25 cents
price rose 35.0 per cent from 77.5 cents to S$1.05,
compared to the increase of 70.0 per cent in the FS STI. Interim Q3 FY2009/10 1.25 cents
For FY2009/10, the Board of Directors has proposed a Final FY2009/10 (Proposed)* 2.50 cents
final dividend of 2.5 cents per share. Together with the
Total Dividend Paid/Proposed 6.25 cents
interim dividends of 1.25 cents per share paid in each of
the first three quarters of FY2009/10, the proposed total *For the approval of shareholders at the 18th Annual General Meeting.
dividend would amount to 6.25 cents per share.
60
1.00
40
0.80
20
0 0.60
Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10
1.00 2,500
0.80 2,000
0.60 1,500
Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10
22
Property
23
Group Financial Highlights/
Business Review
FY06/07 28.0
27.4%
FY05/06 21.9
S$143.7M
Operating Profit (S$m) 7.8% 64.8%
FY07/08 160.9
FY06/07 152.4
FY05/06 139.4
24
Group Five-Year Financial Summary
Key Ratios
EBITDA margin % 44.2 44.2 45.5 46.2 44.9
Net profit margin % 31.4 30.9 31.6 32.1 29.9
Return on average invested capital % 24.3 27.4 29.0 28.0 21.9
Return on average equity % 59.5 61.8 72.6 84.2 51.7
Net debt to equity % 37.8 63.8 87.7 133.4 202.2
EBITDA to interest expense (number of times) 29.9 27.4 23.4 18.6 21.3
Per Share Information (S cents)
Earnings per share basic 8.56 7.73 7.77 7.30 6.46
Earnings per share underlying net profit (4) 8.56 7.65 7.27 6.84 6.46
Net assets per share 15.5 13.3 11.7 9.9 7.7
Dividend per share ordinary 6.25 6.25 6.25 6.25 5.5
Dividend per share special - - - - 10.0
Notes
(1) Operating profit is defined as profit before interest, tax and share of profit of associated companies and joint ventures.
(2) EBITDA is defined as profit before interest, tax, depreciation, impairment and amortisation.
(3) Net profit is defined as profit after tax and minority interest.
(4) Underlying net profit is defined as net profit before one-off items, and gains and losses on sale of investments, properties, plant and equipment.
(5) Free cash flow refers to net cash inflow from operating activities less cash capital expenditure.
(6) Certain comparative figures have been adjusted to conform to current years presentation.
25
Financial Review and Outlook
Note:
(1) Underlying net profit is defined as net profit before one-off items, and gains and losses on sale of investments, properties, plant and equipment.
The Group recognised the need to grow the business while maintaining competitiveness by strengthening efficiencies and
leveraging synergies. During the year, the Group made two major investments the acquisition of Quantium Solutions in
a share swap transaction which involved the disposal of the Companys interest in G3 Worldwide Mail N.V. and a 30 per
cent equity stake in Postea Inc.
For the financial year ended 31 March 2010, operating performance for the Group was bolstered by the acquisition of
Quantium Solutions, gains on intellectual property rights from the collaboration with Postea Inc. and benefits from the
Singapore governments Jobs Credit Scheme. With a stronger second half operating performance, the Groups revenue
for the year rose 9.2 per cent and net profit increased 10.9 per cent. Underlying net profit was steady at S$147.7 million.
Note:
(1) The increase in current years inter-segment eliminations arose from the inclusion of outsourced services and postage revenue, following the
consolidation of Quantium Solutions wef May 2009.
The Groups revenue increased 9.2 per cent to S$525.5 million, due to first-time consolidation of Quantium Solutions.
Excluding Quantium Solutions, Group revenue declined by 2.0 per cent. This was due to the weaker operating
performance in the first half of the financial year as a result of the poor economic environment. The Groups operating
performance picked up in the second half, following the improvement in business conditions.
26
Financial Review and Outlook
Mail revenue, the dominant contributor to revenue at 64.8 per cent, decreased 2.3 per cent to end at S$360.2 million for
the year. Within the Mail business, domestic mail revenue, accounting for 62.4 per cent of Mail revenue, decreased 1.2 per
cent to S$224.6 million. International mail revenue, accounting for 31.2 per cent of Mail revenue, decreased 4.2 per cent
to S$112.4 million. Hybrid mails performance was steady, with revenue increasing 2.1 per cent to S$17.8 million. Revenue
from philately and stamps declined 14.8 per cent to S$5.4 million.
With the inclusion of Quantium Solutions, revenue contribution from Logistics increased from 15.0 percent last year to
27.4 per cent of total Groups revenue this year. Logistics revenue increased 140.2 per cent to S$173.9 million. Speedpost
revenue, accounting for 30.5 per cent of Logistics revenue, declined 4.9 per cent to S$53.3 million. Warehousing,
fulfilment, distribution and others, accounting for 9.8 per cent of Logistics revenue, increased 4.3 per cent to S$17.1
million. First-time contribution from Quantium Solutions stood at S$103.5 million.
Retail revenue, contributing the remaining 7.8 per cent to total revenue, grew 2.4 per cent to S$66.9 million. Increased
contributions from financial services offset the decline in agency and bill presentment services. Agency services, retail
products and others, accounting for 31.1 per cent of Retail revenue, decreased 3.9 per cent to S$20.8 million. Financial
services revenue, accounting for 30.6 per cent of Retail revenue, increased 5.2 per cent to S$20.5 million. Inter-segment
revenue, which arose from provision of services to Mail and Logistics segments, rose 5.7 per cent to S$25.6 million.
The Groups rental and property-related income grew 20.9 per cent to S$40.4 million. The growth was underpinned by
higher rental income from Singapore Post Centre and the leasing of space at the repurposed post office buildings.
Miscellaneous income increased from S$0.3 million to S$12.6 million, mainly attributable to recognition of deferred gains
on intellectual property rights from the collaboration with Postea Inc. and trade-related foreign exchange gains.
The Groups total expenses increased 12.0 per cent to S$384.8 million. Excluding Quantium Solutions and one-off
items such as the benefits from the Singapore governments Jobs Credit Scheme, total expenses would have increased
marginally by 0.7 per cent as a result of the Groups cost-containment measures.
The Groups operating profit rose 12.9 per cent to S$201.5 million. Excluding one-off items such as the gains on
intellectual property rights and benefits from the Jobs Credit Scheme, underlying operating profit grew 3.6 per cent mainly
from the inclusion of Quantium Solutions.
Mail operating profit decreased 6.4 per cent to S$130.6 million, largely reflecting the impact of lower revenue and high
fixed overheads. Logistics operating profit, boosted by Quantium Solutions, was up 83.0 per cent to S$14.4 million.
Retail operating profit decreased 12.3 per cent to S$10.1 million due to increasing costs and reduced contributions from
higher-margin financial services. Operating profit from Others segment increased 138.7 per cent to S$46.4 million due
to higher rental and property-related income and gains on intellectual property rights.
27
Financial Review and Outlook
The Groups share of profit of associated companies and joint ventures was S$1.0 million, down 87.8 per cent from
S$7.8 million. The decline was due mainly to the cessation of equity-accounting for Quantium Solutions and G3 Worldwide
Mail N.V. as a result of the share swap transaction where the Group acquired the balance 50 per cent of Quantium
Solutions in exchange for its entire 24.5 per cent interest in G3 Worldwide Mail N.V.
Net profit for the Group rose 10.9 per cent to S$165.0 million. Excluding one-off items, the Groups underlying net profit
rose marginally by 0.3 per cent.
The Group is committed to an optimal capital structure and constantly reviews its capital structure to balance capital
efficiency and financial flexibility. During the year, the Company issued S$200 million of 10-year Fixed Rate Notes to
finance new investments and fund anticipated capital expenditure and working capital requirements.
Shareholders fund was higher at S$292.9 million compared to S$251.4 million a year ago. The Groups total assets
increased from S$770.2 million to S$1.1 billion, as cash and cash equivalents rose from S$139.5 million to S$390.2
million. Total liabilities increased from S$514.0 million to S$776.4 million.
Total debt increased to S$503.0 million. Net gearing ratio declined from 64 per cent as at 31 March 2009 to 38 per cent as
at 31 March 2010. Interest coverage for the Group remained robust, with EBITDA to interest expense cover increasing to
29.9 times.
28
Financial Review and Outlook
Cash flow generation for the Group remained healthy, with net cash from operating activities amounting to S$208.5 million
for the year ended 31 March 2010, compared to S$170.3 million last year.
Free cash flow amounted to S$196.1 million, a 25.8 per cent increase from S$155.9 million last year.
DIVIDEND
Given the Groups healthy cash flows, the Board of Directors is recommending a final dividend of 2.5 cents per share for
the financial year ended 31 March 2010. Together with the interim dividend payments of 1.25 cents per share for each of
the first three quarters, the annual dividend in respect of the current financial year would amount to 6.25 cents per share.
cents per share
Barring unforeseen circumstances, the Group will endeavour to pay a minimum annual dividend of 5 cents per share.
This will continue to be paid on a quarterly basis.
OUTLOOK
In view of the strong growth for the economy in the first three months of 2010 and the overall improved outlook for external
economies, the Ministry of Trade and Industry has upgraded Singapores GDP growth forecast for 2010 from 4.5-6.5 per
cent to 7.0-9.0 per cent.
The Group is cautiously optimistic about the business outlook. It continues to focus on efforts to diversify and grow its
businesses in Singapore and the Asia Pacific region. Quantium Solutions provides the Group with a regional springboard
to expand its business and extend its core competencies into Asia Pacific. The Groups partnership with Postea Inc.,
a technology company at the forefront of innovative solutions for the postal and logistics industry, adds value to its
business. While much focus is on growing the business, the Group also maintains competitiveness by strengthening
efficiencies and leveraging synergies.
With effect from 15 May 2010, the Group will cease to collect and deliver mail on Saturdays, enabling it to further
streamline operations and optimise resources to stay competitive. Savings from this initiative will be passed back to
customers via discounts on stamp booklets/sheets and rebates on franked mail for a period of a year.
As part of the Groups growth strategy, it has been actively exploring investment and business opportunities in Singapore
and the region. With its strong cash position and the recent new funding from the S$200 million Fixed Rate Notes,
the Group has the financial capability to fund new investments that may arise.
29
Corporate Governance Report
INTRODUCTION
The Board and management of SingPost firmly believe that good corporate governance is essential to the long term
sustainability of the Companys businesses and performance. SingPost is committed to maintaining its high standard of
corporate conduct and places importance on its corporate governance processes and systems so as to ensure greater
transparency, accountability and protection of shareholders interests.
This report describes SingPosts corporate governance practices and structures that were in place during the financial
year, with specific reference made to the principles and guidelines of the Code of Corporate Governance 2005 (the Code).
A BOARD MATTERS
Every company should be headed by an effective Board to lead and control the company. The Board is collectively
responsible for the success of the company. The Board works with Management to achieve this and the Management
remains accountable to the Board.
The Board oversees the business affairs of the Company and is collectively responsible for its success. It assumes
responsibility for the Groups overall strategic plans, key operational initiatives, major funding and investment proposals,
financial performance reviews and corporate governance practices. It provides leadership and guidance to management.
The Company has in place financial authorisation and approval limits for operating and capital expenditure, procurement
of goods and services as well as acquisition and disposal of investments. Within these guidelines, the Board approves
transactions above certain thresholds. The Board also approves the annual budget and financial results for release to the
Singapore Exchange Securities Trading Limited (SGX-ST).
The Board is supported in its tasks by Board Committees that have been established to assist in the execution of its
responsibilities. In order to facilitate decision-making and to ensure the smooth operation of the Company, the Board has
delegated some of its powers to the Executive Committee. The Board is also supported by the Nominations Committee,
the Compensation Committee, the Audit Committee and the Board Risk Committee. The composition and terms of
reference of each Committee are described in this report.
The Board conducts regular scheduled meetings at least four times a year and meets as and when warranted by
particular circumstances between the scheduled meetings. The Companys Articles of Association provide for meetings to
be held via telephone and video conferencing. In the financial year ended 31 March 2010, a total of eight Board meetings
was held. The attendance of the directors at Board meetings and Board Committee meetings, as well as the frequency of
such meetings, is disclosed in this report.
Newly appointed directors are issued a formal letter by the Company Secretary setting out the directors duties and
advising of their disclosure obligations under the Companies Act, Cap. 50 and SGX-ST listing rules. Orientation
programmes for new directors are conducted to familiarise them with the business activities of the Group, its strategic
plans and direction and corporate governance practices.
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Corporate Governance Report
There should be a strong and independent element on the Board, which is able to exercise objective judgement on
corporate affairs independently, in particular, from management. No individual or small group of individuals should be
allowed to dominate the Boards decision making.
The Board currently comprises nine directors of whom seven are independent and two are non-independent. The Group
Chief Executive Officer (Group CEO) is the only executive director. Mr Wilson Tan Wee Yan was the Group CEO and
executive director until 3 April 2010.
The Nominations Committee reviews and determines the independence of each director on an annual basis based on
the guidelines provided in the Code. In addition, the Nominations Committee requires each director to state whether he
considers himself independent despite not having any of the relationships identified in the Code. Based on the above,
the Nominations Committee concludes that the non-independent directors are Mr Lim Eng, the Chief Executive Officer of
NCS Pte Ltd, a wholly-owned subsidiary of SingTel which is a substantial shareholder of SingPost and Mr Michael James
Murphy. Mr Michael James Murphy is deemed to be a non-independent director as a result of the agreements entered
into between SingPost and Postea, Inc. and Proiam Asia Pacific Pte Ltd, a related corporation of Postea, Inc. where
SingPost made certain payments to Postea, Inc. and Proiam Asia Pacific Pte Ltd during the financial year (details of which
are provided in the Directors Report). Mr Michael James Murphy is the Chief Executive Officer, director and a substantial
shareholder of Postea, Inc.
The size and composition of the Board are reviewed from time to time by the Nominations Committee to ensure that it has
the appropriate mix of expertise and experience and collectively possesses the relevant and necessary skill sets and core
competencies for effective decision-making. The Committee also strives to ensure that the size of the Board is conducive
to discussions and facilitates decision-making.
As a group, the directors bring with them a broad range of expertise and experience in areas such as accounting, finance,
law, business and management, strategic planning, logistics, postal technology and customer service. The diversity of
the directors experience allows for the useful exchange of ideas and views. The non-executive directors communicate
regularly without the presence of the executive director or management to review matters of a confidential nature. The
profile of each Board member is set out in the section entitled Profile of Directors.
The Board considers the present Board size appropriate for the current nature and scope of the Groups operations.
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Corporate Governance Report
There should be a clear division of responsibilities at the top of the company the working of the Board and the executive
responsibility of the companys business which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
There is a clear separation of the roles and responsibilities of the chairman and the chief executive officer of SingPost.
Different individuals assume the chairman and the chief executive officer functions in the Company; these posts are,
and will, remain separate. Mr Lim Ho Kee, a non-executive director, is the Chairman and assumes responsibility for the
workings of the Board. The Chairman monitors the translation of the Boards decisions and directions into executive
action. He also ensures the quality, quantity and timeliness of information flow between the Board and management and
that the Board has sufficient opportunities for interaction and informal meetings with management. Mr Wilson Tan Wee
Yan as the Group CEO was the most senior executive in SingPost until he stepped down on 3 April 2010. The Group
CEO implements the Boards decisions and assumes the executive responsibility of the day-to-day management of the
Company, in accordance with the strategies, policies, budget and business plans approved by the Board. The Group
CEO is supported by the Executive Management Committee and the Management Committee in his duties. The functions
and key responsibilities of these Committees are set out under the section of Board and Management Committees in
this report.
The appointments of the chairman and the chief executive officer of SingPost require the prior written approval of the
Infocomm Development Authority of Singapore (IDA).
There should be a formal and transparent process for the appointment of new directors to the Board.
Recommendations for nominations of new directors and retirement of directors are made by the Nominations Committee
and considered by the Board as a whole. The Committee is chaired by Mr Kenneth Michael Tan Wee Kheng, an
independent director who is not associated with a substantial shareholder. The appointment of directors to the Board
requires the prior written approval of the IDA.
The Nominations Committee reviews and assesses candidates for directorships (including executive directorships) before
making recommendations to the Board. In recommending new directors to the Board, the Nominations Committee takes
into consideration the skills and experience required and the current composition of the Board, and strives to ensure that
the Board has an appropriate balance of independent directors as well as directors with the right profile of expertise,
skills, attributes and abilities.
The process for the appointment of new directors begins with the Nominations Committee conducting a needs analysis
and identifying the critical needs in terms of expertise and skills that are required in the context of the strengths and
weaknesses of the current Board. The Committee then defines a profile for the new director to serve as a brief for
recruitment. The Committee is empowered to engage professional search firms and will give due consideration to
candidates identified by substantial shareholders, Board members and management. Potential candidates will meet
with at least one member of the Board. The Committee is responsible for references, which are considered prior
to its endorsement of the candidate. Where a candidate has been endorsed by the Committee, it will then make a
recommendation to the Board for the approval of his appointment. Upon the Boards approval, the Company will seek
IDAs approval in accordance with the requirement set out in the Companys Postal Services Act, Cap. 237A.
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Corporate Governance Report
In evaluating a directors contribution and performance for the purpose of re-nomination, the Nominations Committee
takes into consideration a variety of factors such as attendance, preparedness, participation and candour.
In addition, the Nominations Committee reviews whether each director has given sufficient time and attention to the
affairs of the Company and decides if a director has been adequately carrying out, and is able to carry out, his duties as
a director of the Company. The Nominations Committee has determined that all the directors have adequately carried out
their duties, based on their attendance as disclosed in this report.
At each Annual General Meeting (AGM) of the Company, not less than one third of the directors for the time being (being
those who have been longest in office since their appointment or re-election) are required to retire from office by rotation.
In addition, a director is required to retire at the AGM if, were he not to retire, he would at the next AGM have held office
for more than three years. In accordance with the guidelines set out in the Code, the Companys Articles of Association
provide that a chief executive officer, being an executive director of SingPost, will also retire by rotation. A retiring director
is eligible for re-election by the shareholders of the Company at the AGM. Also, all newly appointed directors during the
year will hold office only until the next AGM and will be eligible for re-election. Such directors are not taken into account in
determining the number of directors who are to retire by rotation.
The Nominations Committee assesses the independence of directors as described under Principle 2.
There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to
the effectiveness of the Board.
A process is in place to assess the performance and effectiveness of the Board as a whole and each directors
contribution to the effectiveness of the Board. The performance criteria for the Board evaluation are based on financial
and non-financial indicators such as an evaluation of the size and composition of the Board, the Boards access to
information, Board processes, strategy and planning, accountability, Board performance in relation to discharging its
principal functions, communication with management and standards of conduct of the directors.
As part of the process, the directors complete appraisal forms which are then collated by an independent consultant.
The independent consultant reviews the results of the appraisal with the Chairman of the Nominations Committee and
presents a report to the Board together with the recommendations of the Chairman of the Nominations Committee.
The directors also undertake individual evaluation to assess each directors contribution to the Boards effectiveness.
The results of the evaluation are used by the Nominations Committee to discuss improvements with the Board and to
provide constructive feedback to individual directors. Where appropriate, the Chairman of the Board may take these
results into account when the Nominations Committee is determining the re-election of directors or the appointment of
directors onto Board Committees.
The Board and the Nominations Committee have strived to ensure that directors appointed to the Board possess the
experience, knowledge and skills critical to the Groups business to enable the Board to make sound and well-considered
decisions.
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Corporate Governance Report
In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely information
prior to board meetings and on an on-going basis.
The Board is furnished with relevant information and adequate analysis by management pertaining to matters for the
Boards discussion and decision. Management also ensures that the Board receives regular reports on the Groups
financial performance and operations. The Board has separate and independent access to management and the
Company Secretary at all times. The Company Secretary attends to all corporate secretarial and compliance matters and
is responsible for ensuring that legal and regulatory requirements as well as Board procedures are complied with.
The Company Secretary also attends all Board meetings and facilitates and organises directors induction and training.
The appointment and removal of the Company Secretary are subject to the approval of the Board.
To assist Board members in fulfilling their responsibilities, procedures are in place for directors to seek independent
professional advice, where appropriate, at the expense of the Company.
To assist the Board in the execution of its duties, the Board has established various Board committees, namely the
Executive Committee, the Nominations Committee, the Compensation Committee, the Audit Committee and the Board
Risk Committee, each of which is empowered to make decisions on matters within its terms of reference and applicable
limits of authority.
Membership in the different committees requires careful consideration to ensure an equitable distribution of
responsibilities among Board members. The need to maximise the effectiveness of the Board and to foster active
participation and contribution from Board members is also taken into consideration.
Executive Committee
The members of the Executive Committee are Mr Lim Ho Kee (Committee Chairman), Mr Keith Tay Ah Kee and
Mr Timothy Chia Chee Ming, all of whom are non-executive independent directors and Mr Lim Eng, a non-executive
non-independent director. Mr Wilson Tan Wee Yan ceased to be a member of the Executive Committee following his
resignation as a director on 3 April 2010.
The Committee develops and recommends to the Board the overall strategy for the Group, considers and approves
major investment projects, determines investment policies and manages the Groups assets and liabilities in line with the
Boards policies and directives. The Committee met two times during the financial year.
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Corporate Governance Report
Nominations Committee
The members of the Nominations Committee are Mr Kenneth Michael Tan Wee Kheng (Committee Chairman), Mr Lim Ho
Kee, Mr Timothy Chia Chee Ming and Mr Zulkifli Bin Baharudin, all of whom are non-executive independent directors.
Mr Zulkifli Bin Baharudin was appointed as member of the Nominations Committee on 2 February 2010. The responsibilities
of the Committee include the following:
reviewing and assessing candidates for directorships (including executive directorships) before making
recommendations to the Board for appointment of directors;
reviewing and recommending to the Board the retirement and re-election of directors in accordance with the
Companys Articles of Association at each AGM;
reviewing the composition of the Board annually to ensure that the Board has an appropriate balance of independent
directors and to ensure an appropriate balance of expertise, skills, attributes and ability among the directors; and
reviewing the independence of the directors.
The Nominations Committee held five meetings during the financial year.
Compensation Committee
The Compensation Committee comprises Mr Lim Eng (Committee Chairman), Mr Lim Ho Kee, Mr Keith Tay Ah Kee and
Mr Lee Chong Kwee. All the Compensation Committee members are non-executive independent directors except Mr Lim
Eng, who is a non-executive non-independent director.
Although Mr Lim Eng is not considered independent under the Code, he is a non-executive director with a clear
separation of his role from management in the deliberations of the Compensation Committee. The responsibilities of the
Committee include:
recommending to the Board for endorsement the remuneration policies and guidelines for setting remuneration for
directors and key executives;
approving performance targets for assessing the performance of the executive director;
recommending the specific remuneration package for the executive director; and
administering the Singapore Post Share Option Scheme.
The Compensation Committee held two meetings during the financial year.
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Corporate Governance Report
Audit Committee
The Audit Committee comprises three non-executive independent directors namely Mr Keith Tay Ah Kee (Committee
Chairman), Mr Kenneth Michael Tan Wee Kheng and Mr Tan Yam Pin. The responsibilities of the Committee as specified in
its written charter include:
assisting the Board in discharging its statutory responsibilities on financial and accounting matters;
reviewing the audit plans and reports of the external auditors and internal auditors and considering the
effectiveness of the actions taken by management on the auditors recommendations;
appraising and reporting to the Board on the audits undertaken by the external auditors and internal auditors,
the adequacy of disclosure of information, and the appropriateness and quality of the system of management and
internal controls;
reviewing the cost effectiveness of the audit and the independence and objectivity of the external auditors annually,
taking into account the nature and extent of non-audit services supplied by the external auditors and seeking to
balance the maintenance of objectivity and value for money; and
reviewing interested person transactions, as defined in the Listing Manual of the SGX-ST.
The Audit Committee held four meetings during the financial year.
The Board Risk Committee held four meetings during the financial year.
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Corporate Governance Report
Management Committee
The Group CEO is also supported by the Management Committee which comprises the senior management of the Company.
The Committee reviews and directs management on operational policies and activities.
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Corporate Governance Report
B REMUNERATION MATTERS
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the
remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
The Compensation Committee meets yearly to discuss the performance assessment of the executive director as well
as the level of rewards to pay. The recommendations on the remuneration of the executive director for the year of
assessment are forwarded to the Board for approval. The Committee also reviews and approves the remuneration of
senior management, as well as the annual increment and variable bonus for employees.
Directors fees are recommended by the Committee and are submitted for endorsement by the Board. Directors fees are
subject to the approval of shareholders at the AGM.
All the members of the Committee are non-executive, independent directors except Mr Lim Eng, who is non-executive and
a non-independent director. No director is involved in deciding his own remuneration.
The Compensation Committee has access to expert professional advice on human resource matters whenever there is a
need to consult externally.
The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company
successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of
executive directors remuneration should be structured so as to link rewards to corporate and individual performance.
Non-executive directors remuneration takes into account the effort and time spent, and responsibilities of the directors.
Directors receive a basic retainer fee, additional fees for appointment to Board Committees and attendance fees for
Board and Board Committee meetings as well as for participation in pro tem committee meeting, special projects and
assignments. The non-executive directors do not receive share options as part of their remuneration. The directors
remuneration is reviewed yearly to ensure its competitiveness and the quantum of the fees is approved by shareholders
during the AGM.
For the year ended 31 March 2010, special recognition is proposed for two Board directors, Mr Lim Ho Kee and Mr
Michael James Murphy, to compensate them for their substantial time and efforts beyond their normal scope of duties
as Board directors. Mr Michael James Murphy provided management with detailed strategic guidance on information
technology transformation and on innovation for the changing landscape of the Postal business. Mr Lim Ho Kee as
Chairman provided management with protracted executive guidance during the period of leadership change. Group CEO,
Mr Wilson Tan Wee Yan, tendered his resignation on 4 January 2010 and his last day of service was 3 April 2010.
The Group CEO, who is an executive director, is not paid directors fees. The employment contract of the Group CEO is
on a fixed appointment period and contains clearly spelt out terms for the discontinuation of service. The Group CEOs
terms of employment and rewards, including long-term incentives in the form of SingPost share options, are approved by
the Board.
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Corporate Governance Report
Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure
for setting remuneration in the companys annual report. It should provide disclosure in relation to its remuneration policies
to enable investors to understand the link between remuneration paid to directors and key executives, and performance.
Directors Remuneration
The directors compensation for the financial year ended 31 March 2010 is as listed below:
No employee of the Company and its subsidiary companies is an immediate family member of a director and whose
remuneration exceeded S$150,000 during the financial year ended 31 March 2010.
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Corporate Governance Report
Executives Remuneration
The Company adopts a remuneration strategy that supports a pay-for-performance philosophy. The Companys
executives participate in an annual performance review process that assesses the individuals performance against set
performance targets. Performance against these targets is a key factor determining their remuneration.
The remuneration structure for the Group CEO and key executives consists of the following components:
Fixed Component
Fixed pay comprises basic salary and Annual Wage Supplement.
Variable Component
This component refers to the variable bonus that is paid based on the Companys and individuals performance.
To ensure rewards are closely linked to performance, the percentage of the variable component against total
compensation is higher for the Group CEO and key executives.
Provident Fund
This component is made up of the Companys contributions towards the Singapore Central Provident Fund.
Benefits
Benefits provided are consistent with market practice and include medical benefits, flexible benefits, car allowance and
club benefits, where applicable. Eligibility for these benefits will depend on individual salary grade and scheme of service.
Share Options
Share options are granted to align staffs interests with that of shareholders. These options are granted with reference to
the desired remuneration structure target and valued based on the Trinomial Option Pricing Model. Details of the share
option scheme can be found in the Directors Report section of the Annual Report.
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Corporate Governance Report
The following information relates to the remuneration of the Companys key executives (not being directors) for the
financial year ended 31 March 2010:
No.
Awarded
& Accepted Value
Name of Executive % % % % % (000) (S$000)
S$250,000 to below
S$500,000
Ng Hin Lee 57 33 2 8 100 600 54.6
Deputy Group
Chief Executive Officer
& Chief Financial Officer
Woo Keng Leong 66 23 2 9 100 450 41.0
Executive Vice President
(Mail)
Teo Yew Hwa 70 17 2 11 100 300 27.3
Chief Executive Officer,
Quantium Solutions
International
Loh Choo Beng 66 21 3 10 100 350 31.9
Executive Vice President
(Retail & Financial
Services)
Notes
(1) Fixed Component refers to base salary earned and Annual Wage Supplement, if applicable, for the year ended 31 March 2010.
(2) Variable Component refers to variable bonus paid in the financial year ended 31 March 2010.
(3) Provident Fund represents payment in respect of the companys statutory contributions to the Singapore Central Provident Fund.
(4) Benefits are stated on the basis of direct costs to the company. These include medical benefits, flexible benefits and car allowance.
(5) Total Compensation excludes the value of share options.
(6) The option valuation adopted simulation methodologies consistent with assumptions that apply under the Trinomial Option Pricing Model.
The Board should present a balanced and understandable assessment of the companys performance, position and
prospects.
The Board has overall responsibility to shareholders for ensuring that the Group is well managed and guided by its
strategic objectives. In presenting the Groups annual and quarterly financial statements to shareholders, it is the aim of
the Board to provide shareholders with a balanced and understandable assessment of the Groups performance, position
and prospects. Management provides the Board with management accounts and other financial statements on a monthly
basis.
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Corporate Governance Report
The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
Information on the members of the Audit Committee and the Committees responsibilities is outlined under the Board
and Management Committees section of this report.
The Audit Committee has explicit authority to investigate any matters within its terms of reference and has full access to
and cooperation from management, in addition to its direct access to the external auditors. If required, the Committee
has authority to seek external resources to enable it to discharge its functions properly, including obtaining legal or other
professional advice and services.
Internal Audit performs detailed work to assist the Audit Committee in the evaluation of material internal controls of
the Group.The external auditors, in the course of conducting their normal audit procedures on the statutory financial
statements of the Group, also review the Groups material internal controls to the extent of their scope as laid out in their
audit plan. Material internal control weaknesses noted, if any, by the auditors and their recommendations are reported to
the Committee.
The Committee has reviewed the overall scope of both internal and external audits and the assistance given by the
Companys staff to the auditors. It has met with the Companys internal and external auditors to discuss the results of
their respective examinations and their evaluation of the Companys system of internal controls. The Committee has also
met with the internal and external auditors, without the presence of management.
The Committee has reviewed the quarterly and annual financial statements of the Company and the Group for the
financial year ended 31 March 2010 as well as the auditors report thereon. Interested person transactions of the Group in
the financial year have been reviewed by the Committee.
The Committee has reviewed with management all the non-audit services provided by the external auditors to the
Company and the Group in the financial year ended 31 March 2010. The Committee is of the opinion that the
independence of the external auditors would not be impaired by the provision of these non-audit services. The external
auditors have also provided a confirmation of their independence to the Audit Committee.
Whistle-blowing Policy
The Company has in place whistle-blowing policies and arrangements by which staff may, in confidence, raise concerns
about possible improprieties in matters of financial reporting or other matters. To ensure independent investigation of such
matters and for appropriate follow up action, all whistle-blowing reports are sent to the internal audit function. The Audit
Committee is informed of all whistle-blowing reports received. Details of the whistle-blowing policies and arrangements
are posted in the Companys intranet for staffs easy reference. New staff are briefed on these during the orientation
programme.
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Corporate Governance Report
The Board should ensure that the management maintains a sound system of internal controls to safeguard the
shareholders investments and the companys assets.
Management is responsible for establishing and ensuring the Group has a sound system of internal controls (including
the risk management systems), with oversight from the Board and Board Committees.
Risk management in SingPost is a continuous, iterative and integrated process which has been incorporated into the
various planning, approval, execution, monitoring, review and reporting systems. These include:
strategic, business, operations and financial planning;
budgeting, investment, divestment and expenditure approval systems;
business, operations and financial performance tracking, review and reporting systems; and
preventive and detective systems to ensure compliance with legal and regulatory requirements.
The Groups risk management policy is to take calculated risks so as to maximise returns at an optimal level of risk. In
determining an appropriate response to the risks identified, the costs of the mitigating measures are balanced with the
benefits of eliminating or reducing the risks.
The Group adopts a top-down as well as a bottom-up approach on risk management to ensure that its strategic,
business, operations, financial, reporting and compliance risk exposures are identified and appropriately managed to
achieve its goals and objectives.
The Management Risk Committee is chaired by the Group CEO and all his direct reports are members of this Committee.
The role of this Committee is to provide further assurance that the material risk exposures of the Group have been
identified and evaluated at the group level, the measures implemented to manage these risks are adequate and effective
but not excessive, and the residual risks are acceptable.
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Corporate Governance Report
A formal risk review exercise is carried out every year for the Management Risk Committee to independently assess the
material risk exposures identified by the respective business units and support units, as well as the risk management
measures implemented. A risk owner is identified for each material risk exposure of the Group.
The material risk exposures of the Group as assessed by the Management Risk Committee and the measures
implemented to manage these risks are presented to the Board Risk Committee for its independent review. The final risk
review report, incorporating the recommendations of the Board Risk Committee, is presented to the Board.
Besides the annual risk review exercise, the Board Risk Committee also reviews specific material risks in detail from time
to time. If there are events which trigger a major risk to the Group, meetings will be convened for the Committee to review
the risk.
Various measures are implemented to manage the Groups operational risks. These include safety and security
measures, internal control procedures, business continuity plans and appropriate insurance coverage.
Details of the Groups financial risks management measures are outlined in Note 32 to the Financial Statements.
Based on the internal controls established by the Group, work performed by the internal and external auditors, and
reviews carried out by the management, various Board Committees and the Board, the Board is of the opinion that the
Group has adequate internal controls.
The company should establish an internal audit function that is independent of the activities it audits.
The internal audit functions primary line of reporting is to the Chairman of the Audit Committee, while it reports
administratively to the Group CEO. The Audit Committee reviews the adequacy of the internal audit function and its
standing within the Company to ensure it is able to perform its functions effectively and objectively.
Companies should engage in regular, effective and fair communication with shareholders.
The Company proactively communicates with shareholders and investors by keeping them updated on the Companys
growth initiatives, activities and financial performance to help them better understand the operations and prospects of the
organisation.
The Company practises fair disclosure and treats all shareholders equally. To ensure a high level of transparency in
disclosure, price sensitive information is swiftly disseminated to the public through SGXNET in a timely manner and
posted thereafter on the corporate website at www.singpost.com. Other platforms are also employed to share pertinent
information with investors, such as briefings, teleconferences, investor meetings and conferences, roadshows, the internet
and email broadcasts.
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Corporate Governance Report
The Company believes in fostering long-term working relationships with the investor community. Management actively
participates in one-on-one and group meetings with analysts and investors to provide updates and insights into the
business. The Company also continues to engage and partner with the Securities Investors Association (Singapore) in
reaching out to retail investors.
The Companys quarterly results are promptly released within a month after the close of every financial quarter. Joint
briefings for analysts and the media are organised for the first-half and full-year results releases, while teleconference calls
are scheduled for the first and third quarters. The results are presented by the Group Chief Executive Officer and Deputy
Group Chief Executive Officer & Chief Financial Officer. The results presentation, concurrently broadcast via live audio
webcast, provides shareholders with an opportunity to gather first hand information on the performance of the Company.
Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to
communicate their views on various matters affecting the company.
The Company encourages shareholder participation at Annual General Meetings and Extraordinary General Meetings,
which serve as a good platform for them to meet with management and the Board to clarify issues relating to the
Companys performance and directions. Shareholders can also articulate their views on matters relating to the Company
or question the Board on issues pertaining to the resolutions proposed at the event.
The Companys Articles of Association allow a shareholder entitled to attend and vote to appoint two proxies who need
not be a shareholder of SingPost to attend and vote on behalf at general meetings. The Company proposes separate
resolutions on each substantially separate issue. Proxy votes for each resolution are shown to shareholders and proxies at
the AGM before voting takes place. Voting in absentia by mail, email or fax is currently not permitted under the Companys
Articles of Association until security, integrity and other pertinent issues are satisfactorily resolved.
Board members and the chairpersons of the Audit, Board Risk, Nominations and Compensation Committees are present
to address shareholders questions at general meetings. The Companys external auditors are also present to address
shareholders queries relating to the conduct of audit and the preparation and content of the auditors report.
DEALINGS IN SECURITIES
SingPosts securities trading policy provides that directors and officers of the Group should not deal in SingPosts shares
during the periods commencing one month before the announcement of SingPosts annual results, and two weeks before
the announcement of its quarterly results and ending on the date of the announcement of the relevant results, or if they
are in possession of unpublished price-sensitive information on the Group. The policy also discourages trading on short-
term considerations.
45
Information on Directors
and Key Management
Profile of Directors
Mr Lim Ho Kee, 65
Non-executive, independent director
Mr Lim was appointed as a director in April 1998 and as Chairman of the Board of Directors in March 2003. Mr Lim was
last re-elected in 2008. He is the Chairman of the Executive Committee and also a member of the Compensation and
Nominations Committees. Mr Lim is currently a Director of Jardine Cycle & Carriage Limited, MCL Land Limited, Keppel
Land Limited, Transcu Limited and Postea, Inc.
With more than 30 years of experience in both the public and private sectors, Mr Lims past portfolio includes
directorships in SingTel, Keppel Tatlee Bank Limited and K1 Ventures Ltd. He was an independent director of SingTel
between April 1992 and September 2000 and chaired the Finance and Investment committee during the period.
Mr Lim had a career spanning 15 years with UBS A.G. Switzerland from 1984 to 1999. He was the Chief Executive Officer
of UBS East Asia from 1991 to 1993, Executive Vice President of the UBS Group from 1993 to 1996 and Chairman of UBS
East Asia from 1997 to 1999.
Before his appointment at UBS A.G. Switzerland, Mr Lim was General Manager of Treasury at Overseas Union Bank from
1982 to 1983 and was Deputy Managing Director (Operations) of the Monetary Authority of Singapore (on secondment
from Overseas Union Bank) from 1981 to 1982. Prior to joining Overseas Union Bank, Mr Lim had a career spanning
seven years with JP Morgan from 1975 to 1981. He held positions as Managing Director of Morgan Guaranty Pacific as
well as Head of Treasury of JP Morgan Singapore.
Mr Lim obtained his Bachelor of Science degree in Economics from the London School of Economics, UK.
Mr Tay was appointed as a director in April 1998 and was last re-elected in 2009. He is the Chairman of the Audit and also
a member of the Executive, Compensation and Board Risk Committees.
Mr Tay was the President of the Institute of Certified Public Accountants of Singapore from 1982 to 1992 and was the
Singapore Representative on the Council of the International Federation of Accountants from 1987 to 1990. Mr Tay was
Chairman and Managing Partner of KPMG Peat Marwick from 1984 to 1993. Mr Tay presently serves on the boards
of several public companies, including Singapore Reinsurance Corporation Limited, FJ Benjamin Holdings Ltd and
Singapore Airport Terminal Services Limited. He is Chairman of Aviva Ltd and Stirling Coleman Capital Limited. He is a
board member of the Singapore International Chamber of Commerce, of which he was Chairman from 1995 to 1997.
Mr Tay qualified as a Chartered Accountant in London, UK. He was conferred the first International Award for outstanding
contribution to the profession by the Institute of Chartered Accountants in England & Wales in 1988 and the BBM (Public
Service Star) by the President of the Republic of Singapore in 1990. The Institute of Certified Public Accountants of
Singapore conferred upon Mr Tay the Gold Medal for distinguished service to the profession and made him an Honorary
Fellow in 1993.
46
Information on Directors
and Key Management
Profile of Directors
Mr Tan, Senior Counsel, was appointed as a director in March 2003 and was last re-elected in 2008. He is the Chairman of
the Nominations Committee and also a member of the Audit and Board Risk Committees.
He is currently the Senior Partner of Kenneth Tan Partnership. He was admitted as an Advocate and Solicitor to the
Supreme Court of the Republic of Singapore in 1984 and was appointed Senior Counsel in 1997. He taught at the Faculty
of Law of the National University of Singapore from 1983 as a Senior Tutor until 2001 when he was an Adjunct Senior
Fellow. He was also a partner of Drew & Napier between 1988 and 1989, a partner of Rajah & Tann between 1989 and
1994 and a partner of Shook Lin & Bok between 1994 and 1996. From 1992 to 1997, he was a member of the Senate of
the Academy of Law.
Mr Tan is a fellow of the Academy of Law, a member of the Law Society of Singapore and a member of the International
Bar Association. He is also a President of the Law Society Disciplinary Tribunal. He is an accredited Arbitrator with the
Singapore International Arbitration Centre and the Regional Centre for Arbitration in Kuala Lumpur and an accredited
Mediator and Evaluator with the Singapore Mediation Centre.
Mr Tan graduated with an LLB, First Class honours from the National University of Singapore.
Mr Tan was appointed as a director in February 2005 and was last re-elected in 2008. He is the Chairman of the Board
Risk Committee and also a member of the Audit Committee.
Mr Tan is a director of Great Eastern Holdings Limited, Keppel Land Limited, BlueScope Steel Limited (Australia) and
Leighton Asia Limited (Hong Kong). He is also a Member of the Singapore Public Service Commission since 1990.
Mr Tan holds a Bachelor of Arts degree in Economics from the University of Singapore and a Master of Business
Administration degree from the University of British Columbia, Canada. He is a Fellow of the Canadian Institute of
Chartered Accountants, Canada.
47
Information on Directors
and Key Management
Profile of Directors
Mr Lee Chong Kwee, 53
Non-executive, independent director
Mr Lee was appointed as a director in September 2006 and was last re-elected in 2009. He is a member of the
Compensation Committee.
Mr Lee is the Chairman of Jurong Port Pte Ltd and a director of Mapletree Investments Pte Ltd, Great Wall Airlines
Company Limited, First Flight Couriers Pvt Ltd and Tiger Airways Holdings Limited. He is also a Corporate Advisor to
Temasek Holdings (Private) Limited. Mr Lee was previously the Chief Executive Officer of Pontiac Land Private Limited and
director of several companies including Sinotrans Ltd, PSB Certifications and the JTC Corporation. At JTC, he was also
the Chairman of its Audit Committee and Member of the Finance and Investment Committee. He also served as Advisory
Board Member of The Logistics Institute Asia-Pacific and the National University of Singapore Business School.
Mr Lee obtained his Bachelor of Science (Honours) degree in Mathematics & Statistics from the University of Malaya,
Malaysia and a Certified Diploma in Accounting and Finance, ACCA.
Mr Chia was appointed as a director in September 2006 and was last re-elected in 2009. He is a member of the Executive
and Nominations Committees.
Mr Chia is the Chairman and Founder of Gracefield Holdings Ltd and its group of companies. He is currently the Deputy
Chairman and Group CEO of Hup Soon Global Corporation Limited and Chairman Asia of UBS Investment Bank.
Prior to these appointments, he was President of both PAMA Group Inc and PAMA (Singapore) Private Limited. Mr Chia
holds directorships in several public listed and private companies. His board directorships include Banyan Tree Holdings
Ltd, Fraser and Neave Limited and SP PowerGrid Ltd. He is also a member of the Board of Trustees of the Singapore
Management University.
Mr Lim Eng, 54
Non-executive, non-independent director
Mr Lim was appointed as a director in July 2007 and was last re-elected in 2008. He is the Chairman of the Compensation
Committee and a member of the Executive Committee.
Mr Lim is the Chief Executive Officer of NCS Pte Ltd and sits on several boards of the NCS Group. Prior to this, Mr Lim
held the position of Group Director Human Resource in Singapore Telecommunications Limited (SingTel) and was
responsible for strategic HR issues for the SingTel Group, including NCS and Optus. Since joining SingTel as an engineer
in 1980, Mr Lim has held several key management positions, including that of Assistant Vice President of Business
Communications, Chief Executive Officer of the General Business Group, Special Assistant to the President, and Vice
President of Corporate Products. He was also President of SingTels Taiwan Joint Venture, New Century Infocomm Co Ltd
(NCIC) a fixed-line operator in Taiwan which SingTel had a stake in until 2007.
Mr Lim holds a Bachelor of Engineering (Electrical) degree from the National University of Singapore, and a Master of
Science Management from the Massachusetts Institute of Technology.
48
Information on Directors
and Key Management
Profile of Directors
Mr Murphy is the Founder and Chief Executive Officer of Postea, Inc., a Cambridge, Massachusetts-based postal
technology group. He also sits on the board of the Postea group of companies which includes The Innovations Group,
Inc., Proiam, Inc. and Proiam Asia Pacific Pte Ltd.
Mr Murphy has more than 29 years of experience in the high-tech and financial services industries, building high-
performance, distributed, and transaction-oriented environments. He founded Escher Group in 1989 and grew the
Cambridge, Massachusetts-based company to world leadership in postal counter-automation software, with clients in
more than 30 countries. He also holds a number of technology and design patents.
Mr Murphy obtained his Bachelor of Science degree in Nuclear Engineering and Industrial Technology from the University
of Massachusetts, and continuing graduate studies as a sponsor of the Media Lab at Massachusetts Institute of
Technology.
Mr Zulkifli was appointed as a director in November 2009 and a member of the Nominations Committee on 2 February
2010.
Mr Zulkifli is currently the Managing Director of Global Business Integrators Pte Ltd and the Vice Chairman of Mentor
Media Ltd. He also sits on the boards of Civil Aviation Authority of Singapore, National Volunteer and Philanthropy Centre,
Indo-Trans (Vietnam) Logistics Co. Pte Ltd and Securus Partners Pte Ltd. He is also a member of the Board of Trustees of
the Singapore Management University.
A Nominated Member of Parliament from 1997 to 2001, Mr Zulkifli is Singapores Non-Resident Ambassador to the
Peoples Democratic Republic of Algeria.
Mr Zulkifli holds a Bachelor of Science degree in Estate Management from the National University of Singapore.
49
Information on Directors
and Key Management
Present and Past Directorships
Lim Ho Kee Jardine Cycle & Carriage Limited Singapore Shipping Corporation Limited
Keppel Land Limited Mentor Media Ltd
MCL Land Limited Southern Capital Group Private Limited
Cypress Woods Pte Ltd CWT Limited
(formerly known as CWT Distribution Limited)
RedFire Investments Pty Ltd (Australia) HerbalScience Singapore Pte. Ltd.
(Chairman)
Transcu Group Limited
Postea, Inc.
50
Information on Directors
and Key Management
Present and Past Directorships
Other Companies:
Kenneth Michael
Tan Wee Yan
51
Information on Directors
and Key Management
Present and Past Directorships
Tan Yam Pin BlueScope Steel Limited (Australia) Certis CISCO Security Pte. Ltd.
Keppel Land Limited PowerSeraya Limited
(Chairman)
Great Eastern Holdings Limited Seraya Energy Pte Ltd
Leighton Asia Limited (Hong Kong) Singapore Food Industries Limited
(Chairman)
52
Information on Directors
and Key Management
Present and Past Directorships
Timothy Chia Chee Ming Guan-Leng Holdings Pte. Ltd. Frasers Centrepoint Limited
Banyan Tree Holdings Limited Macquarie Pacific Star Prime
REIT Management Limited
Singapore Management University Hup Soon Global Pte Ltd
(Member, Board of Trustees) (Chairman/GCEO)
Parkesville Pte. Ltd. Borneo Technical Co. (M) Sdn Bhd
SP PowerGrid Limited Meritz Securities Co. Ltd
Fraser and Neave Limited Magnecomp Precision Technology
Public Co., Ltd
Gracefield Holdings Limited United Motor Works Pte Ltd
(Chairman) (under voluntary liquidation)
United Motor Works (Siam) FJ Benjamin Holdings Ltd
Public Co., Ltd
(Chairman)
United Motor Works (Mauritius) Limited Anglo-Thai Company Limited
Hup Soon Global Corporation Limited Borneo Technical (Thailand) Limited
(Deputy Chairman/Group CEO)
UBS AG, Singapore Branch Nichiyu Asia Pte Ltd
(Chairman)
SPI (Australia) Assets Pty Ltd HSG Investments Pte Ltd
53
Information on Directors
and Key Management
Present and Past Directorships
Zulkifli Bin Baharudin Mentor Media Ltd Communication Design International Limited
(Vice Chairman)
Global Business Integrators Pte Ltd
(Managing Director)
GBI Capital Pte Ltd
Securus Partners Pte Ltd
Indo-Trans (Vietnam) Logistics
Co. Pte Ltd
Civil Aviation Authority of Singapore
(Member)
GB Vietnam Investments Pte Ltd
Singapore Management University
(Member, Board of Trustees)
National Volunteer and
Philanthropy Centre
54
Information on Directors
and Key Management
Profile of Key Executives
Mr Ng Hin Lee, 53
Deputy Group Chief Executive Officer & Chief Financial Officer
Mr Ng joined SingPost in 2006, bringing with him more than 20 years of experience in key financial and managerial
positions. In January 2010, he was appointed Deputy Group Chief Executive Officer of SingPost. Before joining SingPost,
Mr Ng was the Executive Director of Valen Technologies (S) Pte Ltd. His career history included employment with KPMG,
Banque Paribas (Singapore Branch), Data General Hong Kong Ltd as well as with Gul Technologies Singapore Ltd.
Mr Ng is the Chairman of Singapore Post Enterprise Private Limited, SingPost Retail Services Pte Ltd, First Cube Pte Ltd
and director of several boards of SingPosts subsidiaries which include Quantium Solutions International Pte Ltd and
DataPost Pte Ltd. He is also a director of Proiam, Inc., Proiam Asia Pacific Pte Ltd and The Innovations Group, Inc..
Mr Ng obtained his Bachelor of Accountancy degree from University of Singapore and is a Fellow Member of the Institute
of Certified Public Accountants of Singapore.
A Public Service Commission scholar, Mr Woo was posted to the then Postal Services Department in 1980. He is responsible
for transforming SingPosts Mail business into one of the most efficient and admired mail service providers in the world.
Mr Woo is the Chairman of DataPost Pte Ltd, eP2M Services Sdn. Bhd. and DataPost (HK) Private Limited and an
Executive Director of Quantium Solutions International Pte Ltd. He also sits on the boards of Singapore Post Enterprise
Private Limited, Thai British DPost Company Limited and Singapore Philatelic Museum. He is a board member of Kahala
Posts Group (KPG) and is also a member of the Stamp Advisory Committee and the Global Mail Security Working
Group, an international body under the Universal Postal Union. Mr Woo obtained his Bachelor of Arts (Honours) from the
Nanyang University in Singapore and attended a four-month International Post Office Management course in the UK.
Mr Teo started his career with SingTel in 1982 and was posted to SingPost in 1989. He managed the postal operations till
his posting to the SingPost joint venture, G3 Worldwide Aspac Pte Ltd in 2001 as the Chief Executive Officer. He oversaw
the successful transition of the joint venture to Quantium Solutions International Pte Ltd after it was fully acquired by
SingPost in 2009. From 1998 to 1999, he was the Managing Director of SingTels Indonesian joint venture which involved
the installation/management and operation of domestic and long distance telephone network and services in the East
Indonesia Region. He obtained his Bachelor of Science degree, with honours, from the National University of Singapore.
He also obtained a Master of Science (Management) degree from the Massachusetts Institute of Technology, USA.
Mr Loh joined SingPost in 2003 to spearhead the Companys foray into financial services. In April 2006, his role was
expanded to include the retail business. Mr Loh started his career with Overseas Union Bank Limited in 1984, and moved
to Keppel Bank of Singapore Limited in 1992 where he pursued his banking career through the subsequent merger of
Keppel Bank and Tat Lee Bank Limited, and the final merger with Oversea-Chinese Banking Corporation Limited.
With 18 years of experience in the financial business, Mr Loh has held various functions covering branch banking
operation, product development in consumer and small and medium enterprise lending, and initiation of strategic
business units including the priority banking and wealth management businesses. Mr Loh is a board member of the
Intellectual Property Office of Singapore and is a member of their Audit Committee. Mr Loh graduated from the National
University of Singapore with a Bachelor of Business Administration degree.
55
Statutory Reports and Financial Statements
Contents
57 Directors Report
63 Statement by Directors
64 Independent Auditors Report
66 Consolidated Income Statement
67 Consolidated Statement
of Comprehensive Income
68 Balance Sheets
70 Consolidated Statement
of Changes in Equity
71 Consolidated Cash Flow Statement
73 Notes to the Financial Statements
56
Directors Report
For the financial year ended 31 March 2010
The directors present their report to the members together with the audited financial statements of the Group for the
financial year ended 31 March 2010 and the balance sheet of the Company as at 31 March 2010.
Directors
The directors of the Company in office at the date of this report are as follows:
57
Directors Report
For the financial year ended 31 March 2010
Share options
The Singapore Post Share Option Scheme (the Scheme) was adopted on 21 March 2003 and administered by the
Compensation Committee comprising Mr Lim Eng (Chairman), Mr Lee Chong Kwee, Mr Lim Ho Kee, and Mr Keith
Tay Ah Kee during the financial year ended 31 March 2010.
Employees (including executive directors) and non-executive directors, subject to certain conditions, are eligible to
participate in the Scheme. The Scheme provides a means to recruit, retain and give recognition to employees, and to
give recognition to non-executive directors, who have contributed to the success and development of the Company
and / or the Group.
The exercise price of the granted options is equal to the average of the last dealt prices for the share on the
Singapore Exchange Securities Trading Limited (SGX-ST) for the five (5) consecutive trading days immediately
preceding the date of grant of that option.
The value of the share option is determined using the Trinomial option pricing model (taking into account
relevant assumptions).
Granted options shall be exercisable, in whole or in part, during the exercise period applicable to that option
and in accordance with the vesting schedule applicable to that option or other conditions (if any) that may be
imposed by the Compensation Committee in relation to that option. Options may be exercised, in whole or in
part in respect of 1,000 shares or any multiple thereof, by a participant giving notice in writing, accompanied
by a remittance for the aggregate subscription cost in respect of the shares for which that option is exercised.
The method of settlement could be in cheque, cashiers order, bankers draft or postal order made out in
favour of the Company or such other mode of payment as may be acceptable to the Company. There are no
restrictions on the eligibility of the persons to whom the options have been granted to participate in any other
share option or share incentive scheme, whether or not implemented by any of the other companies within the
Group or any other company. The Group has no legal or constructive obligation to repurchase or settle the
options in cash.
58
Directors Report
For the financial year ended 31 March 2010
Other than the share options granted on 24 October 2007 and 13 January 2010, share options granted to
eligible employees (including executive directors) effective 26 June 2006 have a four-year vesting schedule and
the details are as follows:
59
Directors Report
For the financial year ended 31 March 2010
100% of the share options granted on 13 January 2010 will vest after the third anniversary and lapse on the
sixth anniversary.
Share options granted to non-executive directors vest after one year from the date of grant and are exercisable
for a period of five years.
The total number of shares over which options may be granted under the Scheme on any date, when added to
the nominal amount of shares issued and issuable and in respect of all options granted under the Scheme,
shall not exceed 5.0 per cent of the issued share capital of the Company on the day preceding that date.
Since the adoption of the Scheme to 31 March 2009, a total of 52,128,936 share options were granted. Particulars of
the options were set out in the Directors Report for the respective financial years.
During the financial year ended 31 March 2010, 8,375,000 share options were granted. At the end of the financial
year, details of the options granted and the number of unissued ordinary shares of the Company under options
outstanding are as follows:
Number of ordinary shares under options outstanding(1)
Granted
Balance during Balance
At financial Options Options At
Date of Exercise Exercise 1.4.09 year exercised forfeited 31.3.10(4)
grant Period Price(2) (000) (000) (000) (000) (000)
60
Directors Report
For the financial year ended 31 March 2010
No option has been granted to controlling shareholders of the Company or their associates.
No key management personnel or employee has received options of 5% or more of the total number of shares
available under the Scheme during the financial year. No other director or employee of the Company and its
subsidiaries (as defined in the SGX-ST Listing Manual) has received options of 5% or more of the total number of
shares available to all directors and employees of the Company and its subsidiaries under the Scheme during the
financial year.
Audit Committee
The members of the Audit Committee comprised the following non-executive and independent directors at the end of
the financial year:
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act,
Cap 50.
The Audit Committee has reviewed the overall scope of both internal and external audits and the assistance given by
the Companys officers to the auditors. It has met with the Companys internal and external auditors to discuss the
results of their respective examinations and their evaluation of the Companys system of internal accounting controls.
The Audit Committee has also reviewed the balance sheet of the Company and the consolidated financial statements
of the Group for the financial year ended 31 March 2010 as well as the independent auditors report thereon prior to
their submission to the Board of Directors for approval.
Pursuant to the requirements of the SGX-ST, the Audit Committee, with the assistance of the internal auditors, has
reviewed the guidelines and procedures set up to identify, report and where necessary, seek appropriate approval
for interested person transactions of the Group. Interested person transactions of the Group during the financial year
have also been reviewed by the Audit Committee.
The Audit Committee has recommended to the Board of Directors that the independent auditor,
PricewaterhouseCoopers LLP, be nominated for re-appointment at the forthcoming Annual General Meeting of the
Company.
61
Directors Report
For the financial year ended 31 March 2010
Independent auditor
The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment.
Singapore
3 May 2010
62
Statement by Directors
For the financial year ended 31 March 2010
(a) the balance sheet of the Company and the consolidated financial statements of the Group as set out on pages
66 to 136 are drawn up so as to give a true and fair view of the state of affairs of the Company and of the Group
as at 31 March 2010, and of the results of the business, changes in equity and cash flows of the Group for the
financial year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
Singapore
3 May 2010
63
Independent Auditors Report
TO THE MEMBERS OF SINGAPORE POST LIMITED
We have audited the accompanying financial statements of Singapore Post Limited (the Company) and its
subsidiaries (the Group) set out on pages 66 to 136, which comprise the balance sheets of the Company
and of the Group as at 31 March 2010, and the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement
of the Group for the financial year then ended, and a summary of significant accounting policies and other
explanatory notes.
(a) devising and maintaining a system of internal accounting control 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 profit and loss
accounts and balance sheets and to maintain accountability of assets;
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements
are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial
statements 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 entitys internal control. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
64
Independent Auditors Report
TO THE MEMBERS OF SINGAPORE POST LIMITED
Opinion
In our opinion,
(a) the balance sheet of the Company and the consolidated financial statements of the Group are properly drawn
up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a
true and fair view of the state of affairs of the Company and of the Group as at 31 March 2010, and the results,
changes in equity and cash flows of the Group for the financial year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditor, have been properly kept in accordance with the
provisions of the Act.
PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore
3 May 2010
65
Consolidated Income Statement
For the financial year ended 31 March 2010
Group
2010 2009
Note S$000 S$000
66
Consolidated Statement
of Comprehensive Income
For the financial year ended 31 March 2010
Group
2010 2009
S$000 S$000
67
Balance Sheets
As at 31 March 2010
Group Company
2010 2009 2010 2009
Note S$000 S$000 S$000 S$000
ASSETS
Current assets
Cash and cash equivalents 11 390,220 139,548 358,746 131,255
Trade and other receivables 12 87,311 69,303 63,467 52,243
Inventories 803 678 800 674
Other current assets 13 6,804 5,708 3,374 4,523
Non-current asset held for sale - 84,275 - 80,922
485,138 299,512 426,387 269,617
Non-current assets
Derivative financial instruments 14 3,494 3,258 3,494 3,258
Trade and other receivables 15 2,688 359 9,754 9,859
Investments in associated companies
and joint ventures 17 42,989 9,021 - 2,450
Investments in subsidiaries 18 - - 145,907 12,105
Investment property 19 199,054 204,941 204,741 209,131
Property, plant and equipment 20 251,285 252,408 231,114 243,584
Intangible assets 21 89,585 252 216 252
Deferred income tax assets 352 - - -
Other non-current assets 317 412 317 412
589,764 470,651 595,543 481,051
68
Balance Sheets
As at 31 March 2010
Group Company
2010 2009 2010 2009
Note S$000 S$000 S$000 S$000
LIABILITIES
Current liabilities
Trade and other payables 22 195,182 159,358 173,170 160,091
Deferred gain on intellectual property rights 23 11,741 - 11,741 -
Deferred income 24 70 70 70 70
Current income tax liabilities 9 34,177 35,014 31,700 34,624
241,170 194,442 216,681 194,785
Non-current liabilities
Borrowings 25 502,977 302,969 502,977 302,969
Deferred income tax liabilities 26 17,283 16,200 15,299 15,811
Deferred gain on intellectual property rights 23 14,676 - 14,676 -
Deferred income 24 281 351 281 351
535,217 319,520 533,233 319,131
69
Consolidated Statement of Changes in Equity
For The Financial Year Ended 31 March 2010
2010
Beginning of financial year 114,673 130,984 5,700 251,357 4,844 256,201
Dividends 30 - (120,406) - (120,406) - (120,406)
Total comprehensive income
for the year - 164,973 (4,185) 160,788 750 161,538
Employee share option scheme:
- Value of employee services 28(b)(i) - - 669 669 - 669
- Proceeds from shares issued 28(b)(i) 565 - (52) 513 - 513
End of financial year 115,238 175,551 2,132 292,921 5,594 298,515
2009
Beginning of financial year 113,053 102,561 5,800 221,414 4,170 225,584
Dividends 30 - (120,382) - (120,382) - (120,382)
Total comprehensive income
for the year - 148,805 (715) 148,090 674 148,764
Employee share option scheme:
- Value of employee services 28(b)(i) - - 769 769 - 769
- Proceeds from shares issued 28(b)(i) 1,620 - (154) 1,466 - 1,466
End of financial year 114,673 130,984 5,700 251,357 4,844 256,201
70
Consolidated Cash Flow Statement
For the financial year ended 31 March 2010
Group
2010 2009
Note S$000 S$000
71
Consolidated Cash Flow Statement
For the financial year ended 31 March 2010
Group
2010 2009
Note S$000 S$000
72
Notes to the Financial Statements
For the financial year ended 31 March 2010
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General information
Singapore Post Limited (the Company) is incorporated and domiciled in Singapore. The address of its
registered office is 10 Eunos Road 8, Singapore Post Centre, Singapore 408600.
The principal activities of the Company consist of the operation and provision of postal and logistics services.
Its subsidiaries are principally engaged in provision of business mail solutions and distribution of mail, electronic
printing and despatching services, secured personal finance services, investment holding and provision of
electronic platform and recyclable lockers for merchandise distribution.
The Group acquired control of Quantium Solutions International Pte. Ltd. (formerly known as G3 Worldwide
Aspac Pte. Ltd.) (Quantium Solutions) in a share swap transaction during the financial year (Note 18).
The preparation of financial statements in conformity with FRS requires management to exercise its judgement
in the process of applying the Groups accounting policies. It also requires the use of certain critical accounting
estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are disclosed in Note 3.
The following are the new or amended FRS and INT FRS that are relevant to the Group:
FRS 1(revised) Presentation of Financial Statements (effective for the Group from 1 April 2009). The revised
standard prohibits the presentation of items of income and expenses (that is, non-owner changes in
equity) in the statement of changes in equity. All non-owner changes in equity are shown in a performance
statement, but entities can choose whether to present one performance statement (the statement of
comprehensive income) or two statements (the income statement and statement of comprehensive
income). The Group has chosen to adopt the second alternative. Where comparative information is restated
or reclassified, a restated balance sheet is required to be presented as at the beginning comparative period.
There is no restatement of the balance sheet as at 1 April 2008 in the current financial year.
73
Notes to the Financial Statements
For the financial year ended 31 March 2010
Amendment to FRS 107 Improving disclosures about financial instruments (effective for the Group from
1 April 2009). The amendment requires enhanced disclosures about fair value measurement and liquidity
risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value
measurement hierarchy (see Note 32(e)). The adoption of the amendment results in additional disclosures
but does not have an impact on the accounting policies and measurement bases adopted by the Group.
FRS 40 (amendment) Investment property (and consequential amendments to FRS 16) (effective for the
Group from 1 April 2009). Prior to 1 April 2009, property that is under construction or development for
future use as an investment property was accounted for under FRS 16 Property, plant and equipment at
cost less impairment. With effect from 1 April 2009, such property is accounted in accordance with
FRS 40 Investment property at cost less accumulated depreciation and accumulated impairment losses
as the Group has adopted the cost model for accounting of investment property. The amendment did not
have any impact on the financial statements of the Group.
Revenue from sale of goods is recognised when there is transfer of risks and rewards of ownership to the
customer, which generally coincides with their delivery and acceptance.
Revenue from the rendering of services is recognised over the period in which the services are performed based
on the stage of completion determined by reference to services performed to date as a percentage of total
services to be performed.
Accrual for unearned revenue is made for stamps which have been sold, but for which services have not been
rendered as at the balance sheet date. This accrual is classified as advance billings under trade and other
payables.
Interest income is recognised on a time-proportion basis using the effective interest method.
Rental income from operating leases is recognised on a straight-line basis over the lease term.
74
Notes to the Financial Statements
For the financial year ended 31 March 2010
The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the dates of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair values on the date of acquisition, irrespective of the extent of minority interest. Please refer to
Note 2.5(a) for the accounting policy on goodwill on acquisition of subsidiaries.
Subsidiaries are consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on
transactions between group entities are eliminated. Unrealised losses are also eliminated but are
considered an impairment indicator of the assets transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Minority interests are that part of net results of operations and of net assets of a subsidiary attributable to
the interests which are not owned directly or indirectly by the Group. They are measured at the minorities
share of fair value of the subsidiaries identifiable assets and liabilities at the date of acquisition by the
Group and the minorities share of changes in equity since the date of acquisition, except when the
minorities share of losses in a subsidiary exceeds its interest in the equity of that subsidiary.
In such cases, the excess and further losses applicable to the minorities are attributed to the equity holders
of the Company, unless the minorities have a binding obligation to, and are able to, make good the losses.
When that subsidiary subsequently reports profits, the profits applicable to the minority interests are
attributed to the equity holders of the Company until the minorities share of losses previously absorbed
by the equity holders of the Company are fully recovered.
Please refer to Note 2.7 for the accounting policy on investments in subsidiaries in the separate financial
statements of the Company.
75
Notes to the Financial Statements
For the financial year ended 31 March 2010
Investments in associated companies and joint ventures are accounted for in the consolidated financial
statements using the equity method of accounting less impairment losses.
Investments in associated companies and joint ventures are initially recognised at cost. The cost of an
acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred
or assumed at the date of exchange, plus cost directly attributable to the acquisition.
In applying the equity method of accounting, the Groups share of its associated companies and joint
ventures post-acquisition profits or losses is recognised in the income statement and its share of
post-acquisition movements in reserves is recognised in equity directly. These post-acquisition movements
are adjusted against the carrying amount of the investments. When the Groups share of losses in
an associated company or joint venture equals or exceeds its interest in the associated company or
joint venture, including any other unsecured non-current receivables, the Group does not recognise
further losses, unless it has obligations or has made payments on behalf of the associated company
or joint venture.
Unrealised gains on transactions between the Group and its associated companies and joint ventures are
eliminated to the extent of the Groups interest in the associated companies and joint ventures. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Where necessary, adjustments are made to the financial statements of associated companies
and joint ventures to ensure consistency of accounting policies with those of the Group.
Dilution gains and losses arising from investments in associated companies and joint ventures are
recognised in the income statement.
Please refer to Note 2.7 for the accounting policy on investments in associated companies and joint
ventures in the separate financial statements of the Company.
76
Notes to the Financial Statements
For the financial year ended 31 March 2010
The cost of property, plant and equipment initially recognised includes its purchase price and any cost that
is directly attributable to bringing the asset to the location and condition necessary for it to be operating in
the manner intended by management.
(b) Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their
depreciable amounts over their estimated useful lives as follows:
Useful lives
Leasehold land 30 99 years
Buildings 5 50 years
Postal equipment 3 15 years
Plant and equipment 3 20 years
Capital work-in-progress, representing costs of property, plant and equipment which have not been
commissioned for use, is not depreciated.
The residual values, estimated useful lives and depreciation method of property, plant and equipment
are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are
recognised in the income statement when the changes arise.
(d) Disposal
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and
its carrying amount is recognised in the income statement.
77
Notes to the Financial Statements
For the financial year ended 31 March 2010
Goodwill on acquisitions of subsidiaries is recognised separately as intangible assets and carried at cost
less accumulated impairment losses. Goodwill on acquisition of associated companies and joint ventures is
included in investments in associated companies and joint ventures.
Gains and losses on the disposal of subsidiaries, associated companies and joint ventures include the
carrying amount of goodwill relating to the entity sold except for goodwill arising from acquisitions prior
to 1 April 2001. Such goodwill was adjusted against retained earnings in the year of acquisition and not
recognised in the income statement on disposal.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at
least at each balance sheet date. The effects of any revision are recognised in the income statement when the
changes arise.
78
Notes to the Financial Statements
For the financial year ended 31 March 2010
Investment properties are initially recognised at cost and subsequently carried at cost less accumulated
depreciation and accumulated impairment losses. Depreciation is calculated using the straight-line method
to allocate the depreciable amounts over the estimated useful lives as follows:
The residual values, useful lives and depreciation method of investment properties are reviewed, and adjusted
as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement
when the changes arise.
Investment properties are subject to renovations or improvements at regular intervals. The cost of major
renovations and improvements is capitalised and the carrying amounts of the replaced components are written
off to the income statement. The cost of maintenance, repairs and minor improvements is charged to the income
statement when incurred.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount
is recognised in the income statement.
79
Notes to the Financial Statements
For the financial year ended 31 March 2010
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Groups
cash-generating-units (CGU) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the
recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGUs fair value less
cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to
the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset
in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to
sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate
cash flows that are largely independent of those from other assets. If this is the case, the recoverable
amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss
in the income statement.
An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change
in the estimates used to determine the assets recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided
that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior
years.
A reversal of impairment loss for an asset other than goodwill is recognised in the income statement.
80
Notes to the Financial Statements
For the financial year ended 31 March 2010
The Group assesses at each balance sheet date whether there is objective evidence that these financial assets
are impaired and recognises an allowance for impairment when such evidence exists. Allowance for impairment
is calculated as the difference between the carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate.
2.10 Borrowings
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in
the income statement over the period of the borrowings using the effective interest method.
Borrowings which are due to be settled within twelve months after the balance sheet date are included in current
borrowings in the balance sheet. Other borrowings with an unconditional right to defer settlement for at least
twelve months after the balance sheet date are included in non-current borrowings in the balance sheet.
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategies for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,
on whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair
values or cash flows of hedged items.
Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised
in the income statement when the changes arise.
The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if
the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability if the
remaining expected life of the hedged item is less than 12 months.
81
Notes to the Financial Statements
For the financial year ended 31 March 2010
The fair values of currency forwards are determined using actively quoted forward exchange rates. The fair
values of interest rate swaps are calculated as the present value of the estimated future cash flows discounted
at actively quoted interest rates.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying
amounts.
Leases of assets where substantially all risks and rewards incidental to ownership are retained by the
lessors are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessors) are recognised in the income statement on a straight-line basis over the period of
the lease.
Leases of investment properties where the Group retains substantially all risks and rewards incidental to
ownership are classified as operating leases. Rental income from operating leases (net of any incentives
given to the lessees) is recognised in the income statement on a straight-line basis over the lease term.
Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the
carrying amount of the leased assets and recognised as an expense in the income statement over the lease
term on the same basis as the lease income.
When an operating lease is terminated before the lease period expires, any payment made (or received) by the
Group as penalty is recognised as an expense (or income) in the financial year in which termination takes place.
82
Notes to the Financial Statements
For the financial year ended 31 March 2010
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable income statement at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries,
associated companies and joint ventures, except where the Group is able to control the timing of the reversal
of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be
available against which the deductible temporary differences and tax losses can be utilised.
(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date; and
(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance
sheet date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expenses in the income statement, except to
the extent that the tax arises from a business combination or a transaction which is recognised directly in equity.
Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
2.17 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the
amount has been reliably estimated. Provisions are not recognised for future operating losses.
83
Notes to the Financial Statements
For the financial year ended 31 March 2010
When the options are exercised, the proceeds received (net of transaction costs) and the related balance
previously recognised in the share option reserve are credited to share capital account, when new ordinary
shares are issued.
84
Notes to the Financial Statements
For the financial year ended 31 March 2010
(i) Assets and liabilities are translated at the closing exchange rates at the date of the balance sheet;
(ii) Income and expenses are translated at average exchange rates (unless the average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses are translated using the exchange rates at the dates of the
transactions); and
(iii) All resulting currency translation differences are recognised in the currency translation reserve.
Goodwill and fair value adjustments arising on acquisition of foreign operations on or after 1 April 2005 are
treated as assets and liabilities of the foreign operations and translated at the closing rates at the date of
the balance sheet. For acquisitions prior to 1 April 2005, the exchange rates at the dates of acquisition are
used.
85
Notes to the Financial Statements
For the financial year ended 31 March 2010
Government grants receivable are recognised as income or cost recovery over the periods necessary to match
them with the related costs which they are intended to compensate, on a systematic basis.
Government grants relating to assets are deducted against the carrying amount of the assets.
The recoverable amounts of these assets and where applicable, cash-generating units, have been
determined based on value-in-use calculations. These calculations require the use of estimates
(Note 21(a)).
Management performed impairment tests on the above mentioned assets and concluded that no
impairment is required for the financial year ended 31 March 2010 (2009: nil).
(b) Estimated residual values and useful lives of property, plant and equipment
The Group reviews the residual values and useful lives of property, plant and equipment at each balance
sheet date based on factors such as business plans and strategies, expected level of usage and future
technological developments. A reduction in the estimated useful lives of property, plant and equipment
would increase the recorded depreciation and decrease the carrying value of property, plant and
equipment. The net book value of property, plant and equipment at 31 March 2010 was S$251.3 million
(2009: S$252.4 million). There were no significant revision to the estimated residual values and useful lives
as at 31 March 2010 and 2009.
86
Notes to the Financial Statements
For the financial year ended 31 March 2010
The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses preserve
jobs in the economic downturn. The Jobs Credit will be paid to eligible employers in 2010 in four payments and
the amount an employer can receive would depend on the fulfilment of the conditions as stated in the scheme.
87
Notes to the Financial Statements
For the financial year ended 31 March 2010
6. Volume-related expenses
Group
2010 2009
S$000 S$000
8. Finance expenses
Group
2010 2009
S$000 S$000
Interest expense:
- Bonds 9,438 9,486
Effect of hedging using interest rate swaps (1,669) (1,732)
Currency exchange gains / (losses) net 138 (33)
7,907 7,721
88
Notes to the Financial Statements
For the financial year ended 31 March 2010
9. Income taxes
(a) Income tax expense
Group
2010 2009
S$000 S$000
The tax expense on profit differs from the amount that would arise using the Singapore standard rate of income
tax is as explained below:
Group
2010 2009
S$000 S$000
89
Notes to the Financial Statements
For the financial year ended 31 March 2010
Net profit attributable to equity holders of the Company (S$000) 164,973 148,805
Weighted average number of ordinary shares outstanding
for basic earnings per share (000) 1,926,472 1,925,955
Basic earnings per share (cents per share) 8.56 7.73
90
Notes to the Financial Statements
For the financial year ended 31 March 2010
For share options, the weighted average number of shares on issue has been adjusted as if all dilutive share
options were exercised. The number of shares that could have been issued upon the exercise of all dilutive share
options less the number of shares that could have been issued at fair value (determined as the Companys
average share price for the financial year) for the same total proceeds is added to the denominator as the
number of shares issued for no consideration. No adjustment is made to the net profit.
Net profit attributable to equity holders of the Company (S$000) 164,973 148,805
Weighted average number of ordinary shares outstanding
for basic earnings per share (000) 1,926,472 1,925,955
Adjustment for share options (000) 106 141
Weighted average number of ordinary shares for diluted earnings per share (000) 1,926,578 1,926,096
Diluted earnings per share (cents per share) 8.56 7.73
91
Notes to the Financial Statements
For the financial year ended 31 March 2010
The aggregate effects of the acquisition on the cash flows of the Group were:
Group
At carrying
amounts in
acquirees
At fair values books
S$000 S$000
Identifiable assets and liabilities
Cash and cash equivalents 11,082 11,082
Trade and other receivables 21,027 21,027
Property, plant and equipment (Note 20) 8,632 8,632
Other current assets 278 278
Customer relationship (Note 21) 6,360 -
Total assets 47,379 41,019
Trade and other payables 7,739 7,739
Provisions and other liabilities and charges 8,499 8,499
Current income tax liabilities (Note 9) 2,698 2,698
Deferred income tax liabilities (Note 26) 1,452 371
Total liabilities 20,388 19,307
Identifiable net assets acquired 26,991 21,712
Less: share of identifiable net assets held previously (8,390)
92
Notes to the Financial Statements
For the financial year ended 31 March 2010
Trade receivables
- Subsidiaries - - 21,752 8,511
- Joint ventures 24 2,689 - 2,666
- Associated company 45 - 45 -
- Companies related by a substantial shareholder 2,854 3,277 2,556 2,774
- Third parties 82,550 65,020 39,368 39,669
85,473 70,986 63,721 53,620
Less: Allowance for impairment
of receivables third parties (2,792) (2,868) (2,195) (2,460)
Trade receivables net 82,681 68,118 61,526 51,160
Loan to an indirect associated company 3,007 - - -
Less: Non-current portion (Note 15) (2,434) - - -
573 - - -
Other receivables 2,899 329 804 227
Interest receivable 45 15 24 15
Accrued interest receivable on
interest rate swap contracts 992 690 992 690
Staff loans (Note 16) 121 151 121 151
87,311 69,303 63,467 52,243
The loan to an indirect associated company is unsecured and repayable in full by 31 May 2015. Interest is fixed
at 1.5% per annum for the first three years and at 8.5% per annum thereafter.
93
Notes to the Financial Statements
For the financial year ended 31 March 2010
2010
Fair-value hedges
- Interest-rate swaps (non-current) 510,000 3,494 -
2009
Fair-value hedges
- Interest-rate swaps (non-current) 510,000 3,258 -
Interest rate swaps are entered into to minimise the half-yearly interest payments on borrowings that will mature
on 11 April 2013. Changes in the fair values of interest rate swaps that are designated and qualify as fair value
hedges are recorded in the income statement, together with any changes in the fair value of the hedged item.
The carrying amounts of trade and other receivables non-current at balance sheet date approximate their fair
values.
The loan to subsidiary is unsecured, has no fixed terms of repayment and is not expected to be repaid within
12 months from 31 March 2010.
The fair values of trade and other receivables non-current are computed based on cash flows discounted at
market borrowing rates. The fair values and the market borrowing rates used are as follows:
Group Company Borrowing Rates
2010 2009 2010 2009 2010 2009
S$000 S$000 S$000 S$000 % %
94
Notes to the Financial Statements
For the financial year ended 31 March 2010
As at 31 March 2010 and 31 March 2009, no loan is made to the key management personnel of the Group.
95
Notes to the Financial Statements
For the financial year ended 31 March 2010
On 29 May 2009, the Companys wholly-owned subsidiary, Singapore Post Enterprise Private Limited (SPE),
invested in a 30% equity interest at a cost of S$43.1 million in Postea Inc. (Postea) comprising of cash
consideration of US$9.4 million (S$13.7 million)* and a non-cash consideration for the Companys intellectual
property rights in its Self-service Automated Machine (SAM) and SAMPLUS, retail system POST21 and vPOST
online bill payment valued at US$24.3 million (S$35.2 million). This is offset by a right to use the resultant
intellectual property arising from the collaboration with Postea value at S$5.8 million. Postea, incorporated in the
United States of America, is a company that develops and operates companies which provide the technology
and support to the postal, courier and logistics markets.
* As at 31 March 2010, S$10.7 million has been paid. The balance of S$3 million will be paid over 2 years.
96
Notes to the Financial Statements
For the financial year ended 31 March 2010
Assets
- Current assets 1,981 18,006
- Non-current assets 759 3,491
2,740 21,497
Liabilities
- Current liabilities 819 12,215
- Non-current liabilities 400 261
1,219 12,476
97
Notes to the Financial Statements
For the financial year ended 31 March 2010
The fair value of identifiable net assets of the acquiree at the date of acquisition amounted to S$27.0 million,
resulting in a goodwill on acquisition of S$78.0 million. Details of identifiable net assets acquired are disclosed
in Note 11.
The goodwill was attributable to the distribution network of the acquired business and the synergies expected to
arise after the acquisition.
The acquired subsidiary contributed revenue of S$103.3 million and net profit of S$10.1 million to the Group for
the period from 6 May 2009 to 31 March 2010. The subsidiarys assets and liabilities as at 31 March 2010 were
S$101.8 million and S$56.6 million respectively. If the acquisition had occurred on 1 April 2009, Group revenue
would have been S$531.8 million and total profit would have been S$166.2 million.
Cost
Beginning of financial year 271,074 272,635 276,636 278,515
Reclassifications (Note 20) (951) (1,561) 1,239 (1,879)
End of financial year 270,123 271,074 277,875 276,636
Accumulated depreciation
Beginning of financial year 66,133 61,344 67,505 62,683
Reclassifications (481) (777) - (835)
Depreciation charge 5,417 5,566 5,629 5,657
End of financial year 71,069 66,133 73,134 67,505
Net book value
End of financial year 199,054 204,941 204,741 209,131
The fair values of the investment property based on an independent professional valuer are S$423.0 million
(2009: S$418.0 million) and S$438.0 million (2009: S$429.0 million) respectively for the Group and the Company
at the balance sheet date. For the current financial year, valuation was based on the propertys highest-and-best-
use using the Discounted Cash Flow method.
98
Notes to the Financial Statements
For the financial year ended 31 March 2010
Group
2010
Cost
Beginning of financial year 83,340 176,859 94,816 143,928 6,998 505,941
Reclassifications (Note 19) 17 934 - - - 951
Acquisition of a subsidiary
(Note 11) - 6,698 - 1,828 106 8,632
Additions - 53 - 6,068 7,624 13,745
Disposals - (237) (4,522) (11,110) - (15,869)
Transfers 1 62 862 11,617 (12,542) -
Currency translation differences - (3) - 48 - 45
End of financial year 83,358 184,366 91,156 152,379 2,186 513,445
Accumulated depreciation and accumulated impairment losses
Beginning of financial year 16,125 60,055 76,115 101,238 - 253,533
Reclassifications (Note 19) 45 436 - - - 481
Depreciation charge 1,098 4,503 4,408 13,528 - 23,537
Disposals - (25) (4,522) (10,886) - (15,433)
Currency translation differences - - - 42 - 42
End of financial year 17,268 64,969 76,001 103,922 - 262,160
Net book value
End of financial year 66,090 119,397 15,155 48,457 2,186 251,285
99
Notes to the Financial Statements
For the financial year ended 31 March 2010
Group
2009
Cost
Beginning of financial year 83,559 175,066 94,772 140,250 4,709 498,356
Reclassifications (Note 19) (219) 1,780 - - - 1,561
Additions - - - 2,330 10,955 13,285
Disposals - - - (7,299) - (7,299)
Transfers - 13 44 8,609 (8,666) -
Currency translation differences - - - 38 - 38
End of financial year 83,340 176,859 94,816 143,928 6,998 505,941
Accumulated depreciation and accumulated impairment losses
Beginning of financial year 15,023 55,396 71,832 96,642 - 238,893
Reclassifications (Note 19) - 777 - - - 777
Depreciation charge 1,102 3,882 4,283 11,575 - 20,842
Disposals - - - (6,977) - (6,977)
Currency translation differences - - - (2) - (2)
End of financial year 16,125 60,055 76,115 101,238 - 253,533
Net book value
End of financial year 67,215 116,804 18,701 42,690 6,998 252,408
100
Notes to the Financial Statements
For the financial year ended 31 March 2010
Company
2010
Cost
Beginning of financial year 82,625 172,012 94,816 124,030 6,897 480,380
Reclassifications (Note 19) (260) (979) - - - (1,239)
Additions - - - 2,188 7,470 9,658
Disposals - (237) (4,522) (8,531) - (13,290)
Transfers 1 62 862 11,511 (12,436) -
End of financial year 82,366 170,858 91,156 129,198 1,931 475,509
Accumulated depreciation and accumulated impairment losses
Beginning of financial year 15,996 58,812 76,115 85,873 - 236,796
Depreciation charge 1,082 3,845 4,408 11,300 - 20,635
Disposals - (25) (4,522) (8,489) - (13,036)
End of financial year 17,078 62,632 76,001 88,684 - 244,395
Net book value
End of financial year 65,288 108,226 15,155 40,514 1,931 231,114
Company
2009
Cost
Beginning of financial year 82,835 169,910 94,772 121,852 4,541 473,910
Reclassifications (Note 19) (210) 2,089 - - - 1,879
Additions - - - 843 10,955 11,798
Disposals - - - (7,207) - (7,207)
Transfers - 13 44 8,542 (8,599) -
End of financial year 82,625 172,012 94,816 124,030 6,897 480,380
Accumulated depreciation and accumulated impairment losses
Beginning of financial year 14,900 54,180 71,832 82,576 - 223,488
Reclassifications (Note 19) - 835 - - - 835
Depreciation charge 1,096 3,797 4,283 10,210 - 19,386
Disposals - - - (6,913) - (6,913)
End of financial year 15,996 58,812 76,115 85,873 - 236,796
Net book value
End of financial year 66,629 113,200 18,701 38,157 6,897 243,584
101
Notes to the Financial Statements
For the financial year ended 31 March 2010
Cost
Beginning of financial year - -
Acquisition of subsidiary (Note 11) 78,047 -
End of financial year 78,047 -
Net book value
Beginning and end of financial year 78,047 -
The Group recorded no impairment charge for the year ended 31 March 2010 (2009: nil) after performing the
impairment test. As the recoverable amount was significantly higher than carrying amount of the investment,
management believes that any reasonable change to the key assumptions of which the recoverable amount is
based would not cause the carrying amount to exceed the recoverable amount.
102
Notes to the Financial Statements
For the financial year ended 31 March 2010
Cost
Beginning of financial year - -
Acquisition of subsidiary (Note 11) 6,360 -
End of financial year 6,360 -
Accumulated amortisation
Beginning of financial year - -
Amortisation charge (836) -
End of financial year (836) -
Net book value 5,524 -
Cost
Beginning and end of financial year 900 900
Accumulated amortisation
Beginning of financial year (648) (612)
Amortisation charge (36) (36)
End of financial year (684) (648)
Net book value 216 252
103
Notes to the Financial Statements
For the financial year ended 31 March 2010
Cost
Beginning of financial year - -
Additions 5,798 -
End of financial year 5,798 -
Net book value
Beginning and end of financial year 5,798 -
Intellectual property right represents a right to use the resultant intellectual property arising from the collaboration
with an associated company (Note 17 (a)). It is initially recognised at cost and is subsequently carried at cost
less accumulated amortisation and accumulated impairment losses. The benefits arising from the intellectual
property right will be amortised when it is available for use.
Trade payables
- Subsidiaries - - 1,888 4,557
- Joint ventures - 2,146 - 2,146
- Companies related by a substantial shareholder 448 409 448 409
- Third parties 63,379 52,976 52,879 50,947
63,827 55,531 55,215 58,059
Advance billings 11,853 10,505 11,716 10,502
Accrual for other operating expenses 52,784 35,160 41,649 34,109
Interest payable 4,425 4,449 4,425 4,449
Other creditors 12,023 11,491 9,984 11,221
Customers deposits 3,875 2,612 3,819 2,605
Collections on behalf of third parties 37,680 31,087 37,680 30,641
Tender deposits 8,715 8,523 8,682 8,505
195,182 159,358 173,170 160,091
104
Notes to the Financial Statements
For the financial year ended 31 March 2010
Current
Balance as at beginning of financial year - -
Transfer from non-current 20,547 -
Amount recognised as income during the year (8,806) -
Balance as at end of financial year 11,741 -
Non-current
Balance as at beginning of financial year - -
Acquisition of associated company 35,223 -
Transfer to current (20,547) -
Balance as at end of financial year 14,676 -
Deferred gain on intellectual property rights arose from the non-cash portion of the Groups investment in
Postea. It represents the Companys intellectual property rights in its Self-service Automated Machine (SAM)
and SAMPLUS, retail system POST21 and vPOST online bill payment and was valued at US$24.3 million (S$35.2
million) (Note 17 (a)). Deferred gain on intellectual property rights is recognised as income on a straight-line
basis over the period of the Groups collaboration with Postea, which is three years starting from financial year
ended 31 March 2010.
The current portion of the deferred income for the Group and the Company at the balance sheet date is
S$70,000 (2009: S$70,000).
105
Notes to the Financial Statements
For the financial year ended 31 March 2010
25. Borrowings
Group and Company
2010 2009
S$000 S$000
Non-current
Borrowings (unsecured) 502,977 302,969
Borrowings comprised of S$300 million bonds issued in April 2003 and S$200 million Fixed Rate Notes
(the Notes) issued in March 2010. Both the bond and the Notes have a maturity period of 10 years, are listed
on the SGX-ST and carry a fixed interest rate of 3.13% per annum and 3.5% per annum respectively.
The fair value above is determined based on independent market quotation from a reputable financial institution.
The exposure of non-current borrowings to interest rate risks is disclosed in Note 32.
106
Notes to the Financial Statements
For the financial year ended 31 March 2010
Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent
that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised
tax benefits of tax losses of S$4,532,000 (2009: S$3,032,000) and capital allowances of S$428,000 (2009:
S$486,000) at the balance sheet date which can be carried forward and used to offset against future taxable
income subject to meeting certain statutory requirements by those companies with unrecognised tax losses and
capital allowances in their respective countries of incorporation. The tax losses and capital allowances have no
expiry dates.
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax
jurisdiction) is as follows:
Group
Deferred income tax liabilities
Accelerated
tax depreciation Others Total
S$000 S$000 S$000
2010
Beginning of financial year 16,148 298 16,446
Acquisition of subsidiary (Note 11) 350 1,102 1,452
(Credited) / charged to income statement (793) 343 (450)
End of financial year 15,705 1,743 17,448
2009
Beginning of financial year 17,389 318 17,707
Effect of change in Singapore tax rate (967) (18) (985)
Credited to income statement (274) (2) (276)
End of financial year 16,148 298 16,446
107
Notes to the Financial Statements
For the financial year ended 31 March 2010
2010
Beginning of financial year (246) (246)
Charged to income statement 81 81
End of financial year (165) (165)
2009
Beginning of financial year (293) (293)
Effect of change in Singapore tax rate 17 17
Charged to income statement 30 30
End of financial year (246) (246)
Company
Deferred income tax liabilities
Accelerated
tax depreciation Others Total
S$000 S$000 S$000
2010
Beginning of financial year 15,750 298 16,048
(Credited) / charged to income statement (889) 298 (591)
End of financial year 14,861 596 15,457
2009
Beginning of financial year 16,970 228 17,198
Effect of change in Singapore tax rate (943) (13) (956)
(Credited) / charged to income statement (277) 83 (194)
End of financial year 15,750 298 16,048
108
Notes to the Financial Statements
For the financial year ended 31 March 2010
2010
Beginning of financial year (237) (237)
Charged to income statement 79 79
End of financial year (158) (158)
2009
Beginning of financial year (282) (282)
Effect of change in Singapore tax rate 16 16
Charged to income statement 29 29
End of financial year (237) (237)
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
109
Notes to the Financial Statements
For the financial year ended 31 March 2010
Employees (including executive directors) and non-executive directors, subject to certain conditions, are eligible
to participate in the Scheme. The Scheme provides a means to recruit, retain and give recognition to employees,
and to give recognition to non-executive directors, who have contributed to the success and development of the
Company and / or the Group.
The exercise price of the granted options is equal to the average of the last dealt prices for the share on
the Singapore Exchange Securities Trading Limited (SGX-ST) for the five (5) consecutive trading days
immediately preceding the date of grant of that option.
The value of the share option is determined using the Trinomial option pricing model (taking into account
relevant assumptions).
Granted options shall be exercisable, in whole or in part, during the exercise period applicable to that
option and in accordance with the vesting schedule applicable to that option or other conditions (if any) that
may be imposed by the Compensation Committee in relation to that option. Options may be exercised, in
whole or in part in respect of 1,000 shares or any multiple thereof, by a participant giving notice in writing,
accompanied by a remittance for the aggregate subscription cost in respect of the shares for which that
option is exercised. The method of settlement could be in cheque, cashiers order, bankers draft or postal
order made out in favour of the Company or such other mode of payment as may be acceptable to the
Company. There are no restrictions on the eligibility of the persons to whom the options have been granted
to participate in any other share option or share incentive scheme, whether or not implemented by any
of the other companies within the Group or any other company. The Group has no legal or constructive
obligation to repurchase or settle the options in cash.
Other than the share options granted on 16 May 2005 which has vested 100% after the third anniversary
of the date of grant, the vesting schedule for the share options granted to eligible employees (including
executive directors) prior to 26 June 2006 is as follows:
110
Notes to the Financial Statements
For the financial year ended 31 March 2010
On 24 October 2007, share options were granted to Mr Wilson Tan Wee Yan (former Group Chief Executive
Officer), as well as other eligible employees. With the exception of the share options granted to Mr Tan,
100% of the share options will vest after the third anniversary of the date of grant and lapse on the sixth
anniversary. Share options granted to Mr Tan have a three-year vesting schedule, and only vested options
remain exercisable for a period of one year from 3 April 2010 following his resignation.
100% of the share options granted on 13 January 2010 will vest after the third anniversary and lapse on the
sixth anniversary.
Share options granted to non-executive directors vest after one year from the date of grant and are
exercisable for a period of five years.
The total number of shares over which options may be granted under the Scheme on any date,
when added to the nominal amount of shares issued and issuable and in respect of all options granted
under the Scheme, shall not exceed 5.0 per cent of the issued share capital of the Company on the day
preceding that date.
111
Notes to the Financial Statements
For the financial year ended 31 March 2010
During the financial year ended 31 March 2010, 8,375,000 share options were granted. At the end of the financial
year, details of the options granted and the number of unissued ordinary shares of the Company under options
outstanding are as follows:
Number of ordinary shares under options outstanding(1)
Granted
Balance during Balance
At financial Options Options At
Date of Exercise Exercise 1.4.09 year exercised forfeited 31.3.10(4)
grant Period Price(2) (000) (000) (000) (000) (000)
(1) No share option was issued to non-executive directors during the financial year and there were no outstanding share options
previously granted to the non-executive directors at end of financial year.
(2) Exercise prices of all outstanding share options granted before 29 December 2005 have been reduced in view of the Special
Dividend payment during the financial year ended 31 March 2006. Exercise prices disclosed are the revised exercise prices.
(3) Options, with a 3-year lock-in period, were granted on 16 May 2005, 24 October 2007 and 13 January 2010 to retain key staff critical
for business continuity by providing them with a meaningful reward for driving the business forward and reaping the benefits.
100% of the share options will vest after the third anniversary.
(4) None of the above options granted have expired.
112
Notes to the Financial Statements
For the financial year ended 31 March 2010
The weighted average fair value of options granted during the financial year ended 31 March 2010, determined
using the Trinomial option pricing model, was S$631,378 (2009: S$605,059). The significant inputs into the
model were:
- Weighted average share price of S$0.90 (2009: S$1.10) at the grant date.
- Weighted average exercise price of S$0.902 (2009: S$1.099).
- Expected volatility of 23% (2009: 22%).
- Expected option life of 5 years (2009: 5 years).
- The annual risk-free interest rate of 1.4% (2009: 2.5%) per annum.
The model factored in discrete dividends based on expected yield of 6.7% (2009: 6.8%) per annum. The volatility
measured was based on the historical volatility of the rate of returns of the Companys shares since listing date
13 May 2003.
113
Notes to the Financial Statements
For the financial year ended 31 March 2010
(a) Composition:
Share option reserve 3,214 2,597 3,214 2,597
Cash flow hedge reserve - 32 - -
Currency translation reserve (1,082) 1,475 - -
Other capital reserve - 1,596 - -
2,132 5,700 3,214 2,597
(b) Movements:
(i) Share option reserve
Beginning of financial year 2,597 1,982 2,597 1,982
Employee share option scheme:
- Value of employee services (Note 5) 669 769 669 769
- Issue of shares (Note 27) (52) (154) (52) (154)
End of financial year 3,214 2,597 3,214 2,597
(ii) Cash flow hedge reserve
Beginning of financial year 32 (153) - -
Share of joint venture cash flow
hedge reserve - 185 - -
Transfer to income statement on
reclassification of a joint venture
to subsidiary (32) - - -
End of financial year - 32 - -
(iii) Currency translation reserve
Beginning of financial year 1,475 2,375 - -
Net currency translation differences of
financial statements of foreign
subsidiaries, associated companies
and joint ventures (2,557) (900) - -
End of financial year (1,082) 1,475 - -
(iv) Other capital reserve
Beginning of financial year 1,596 1,596 - -
Transfer on sale of an associated company (1,596) - - -
End of financial year - 1,596 - -
114
Notes to the Financial Statements
For the financial year ended 31 March 2010
30. Dividends
Group and Company
2010 2009
S$000 S$000
At the Annual General Meeting on 30 June 2010, a final exempt (one-tier) dividend of 2.5 cents per share
amounting to a total of S$48.2 million will be recommended. These financial statements do not reflect this
dividend, which will be accounted for in shareholders equity as an appropriation of retained earnings in the
financial year ending 31 March 2011.
115
Notes to the Financial Statements
For the financial year ended 31 March 2010
31. Commitments
(a) Capital commitments
Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements are
as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
The future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet
date but not recognised as liabilities, are as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
The future minimum lease receivables under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as receivables, are as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
116
Notes to the Financial Statements
For the financial year ended 31 March 2010
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk
management for the Group. The Board Risk Committee then establishes the detailed policies such as oversight
responsibilities, risk identification and measurement, exposure limits and hedging strategies, in accordance with
the objectives and underlying principles approved by the Board of Directors.
In addition, the Group is exposed to currency translation risk on net assets in foreign subsidiaries,
associated companies and joint ventures. Currency exposure to the net assets in foreign subsidiaries,
associated companies and joint ventures is not hedged by the Group.
117
Notes to the Financial Statements
For the financial year ended 31 March 2010
Group
As at 31 March 2010
Financial assets
Cash and cash equivalents 383,086 - 7,134 390,220
Trade and other receivables 76,956 2,767 10,276 89,999
Other financial assets 2,333 - 1,031 3,364
Derivative financial instruments 3,494 - - 3,494
465,869 2,767 18,441 487,077
Financial liabilities
Borrowings (502,977) - - (502,977)
Trade and other payables (146,583) (39,755) (8,844) (195,182)
(649,560) (39,755) (8,844) (698,159)
Net financial (liabilities) / assets (183,691) (36,988) 9,597 (211,082)
Less: Net financial liabilities / (assets)
denominated in the respective
entities functional currencies (183,691) - 8,873
Currency exposure - (36,988) 724
118
Notes to the Financial Statements
For the financial year ended 31 March 2010
Group
As at 31 March 2009
Financial assets
Cash and cash equivalents 138,685 - 863 139,548
Trade and other receivables 66,783 2,154 725 69,662
Other financial assets 2,096 - 64 2,160
Derivative financial instruments 3,258 - - 3,258
210,822 2,154 1,652 214,628
Financial liabilities
Borrowings (302,969) - - (302,969)
Trade and other payables (119,372) (39,048) (938) (159,358)
(422,341) (39,048) (938) (462,327)
Net financial (liabilities) / assets (211,519) (36,894) 714 (247,699)
Less: Net financial liabilities /
(assets) denominated in
the respective entities
functional currencies (211,519) - 96
Currency exposure - (36,894) 618
119
Notes to the Financial Statements
For the financial year ended 31 March 2010
Company
As at 31 March 2010
Financial assets
Cash and cash equivalents 358,581 - 165 358,746
Trade and other receivables 70,454 2,767 - 73,221
Other financial assets 1,429 - - 1,429
Derivative financial instruments 3,494 - - 3,494
433,958 2,767 165 436,890
Financial liabilities
Borrowings (502,977) - - (502,977)
Trade and other payables (133,415) (39,755) - (173,170)
(636,392) (39,755) - (676,147)
Net financial (liabilities) / assets (202,434) (36,988) 165 (239,257)
Less: Net financial liabilities
denominated in the respective
entities functional currencies (202,434) - -
Currency exposure - (36,988) 165
120
Notes to the Financial Statements
For the financial year ended 31 March 2010
Company
As at 31 March 2009
Financial assets
Cash and cash equivalents 130,637 - 618 131,255
Trade and other receivables 59,948 2,154 - 62,102
Other financial assets 1,472 - - 1,472
Derivative financial instruments 3,258 - - 3,258
195,315 2,154 618 198,087
Financial liabilities
Borrowings (302,969) - - (302,969)
Trade and other payables (121,043) (39,048) - (160,091)
(424,012) (39,048) - (463,060)
Net financial (liabilities) / assets (228,697) (36,894) 618 (264,973)
Less: Net financial liabilities
denominated in the respective
entities functional currencies (228,697) - -
Currency exposure - (36,894) 618
The Group and Company monitor the currency exposure and enter into currency forwards where
appropriate based on anticipated payments. The Group and Company did not enter into any currency
forwards during the financial year.
121
Notes to the Financial Statements
For the financial year ended 31 March 2010
Group
SDR against SGD
- strengthened (614) (614) (612) (612)
- weakened 614 614 612 612
Company
SDR against SGD
- strengthened (614) (614) (612) (612)
- weakened 614 614 612 612
The Groups policy is to minimise the interest expense consistent with maintaining an acceptable level of
exposure to interest rate fluctuations. A target mix of fixed and floating debts based on the assessment of
interest rate trends is used to achieve this objective. The Group is exposed to fair value interest rate risk
from its fixed rate bonds. The Group has entered into interest rate swaps that are fair value hedges for the
fixed rate bonds. The Groups exposure to cash flow interest rate risks arises mainly from fixed-to-floating
interest rate swaps. The Group manages these cash flow interest rate risks using floating-to-fixed interest
rate swaps.
The Groups and Companys fixed-to-floating interest rate swaps are denominated in SGD. If the SGD
interest rates increase/decrease by 0.60% (2009: 0.60%) with all other variables including tax rate being held
constant, the profit after tax will be lower/higher by S$448,000 (2009: S$660,000).
122
Notes to the Financial Statements
For the financial year ended 31 March 2010
Credit exposure to an individual counterparty is restricted by credit limits that are approved based on ongoing
credit evaluation. The counterpartys payment profile and credit exposure are continuously monitored at the
entity level by the respective management and at the Group level. The Group and the Company have no
significant concentrations of credit risk.
The Group and Company, except for a subsidiary whose business is to provide small loans to customers on
the security of pawned articles, do not hold any collateral. The maximum exposure to credit risk for each class
of financial instruments is the carrying amount of that class of financial instruments presented on the balance
sheet.
The Groups and Companys major classes of financial assets are bank deposits and trade receivables.
The credit risk for trade receivables based on the information provided to key management is as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
By geographical areas
Singapore 66,390 64,031 55,629 47,697
Other countries 16,291 4,087 5,897 3,463
82,681 68,118 61,526 51,160
By types of customers
Related parties 2,923 5,966 24,353 13,951
Non-related parties: -
- Government bodies 5,575 7,619 4,830 6,099
- Banks 14,641 12,312 5,408 5,952
- Overseas postal administrations 2,666 2,102 2,666 2,102
- Other companies 56,876 40,119 24,269 23,056
82,681 68,118 61,526 51,160
123
Notes to the Financial Statements
For the financial year ended 31 March 2010
The age analysis of trade receivables past due but not impaired is as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
The carrying amount of trade receivables individually and collectively determined to be impaired and the
movement in the related allowance for impairment are as follows:
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
The table below analyses the maturity profile of the Groups and Companys financial liabilities (including derivative
financial liabilities) based on contractual undiscounted cash flows.
124
Notes to the Financial Statements
For the financial year ended 31 March 2010
125
Notes to the Financial Statements
For the financial year ended 31 March 2010
Management monitors capital based on gearing ratio. The Group and Company aim to sustain a strong
investment-grade credit profile and the strategy, which was unchanged from 2009, is to maintain gearing ratios
within 200%.
The gearing ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings less cash
and cash equivalents.
Group Company
2010 2009 2010 2009
S$000 S$000 S$000 S$000
The Group and Company have no externally imposed capital requirements for the financial years ended 31
March 2010 and 2009.
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (ie as prices) or indirectly (ie derived from prices) (Level 2); and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The following table presents the assets and liabilities measured at fair value at 31 March 2010.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows and
included in Level 2.
126
Notes to the Financial Statements
For the financial year ended 31 March 2010
During the financial year ended 31 March 2010, the Company made payments on behalf of subsidiaries
totalling S$7.0 million (2009: S$6.3 million) which were subsequently reimbursed.
Included in the above is total compensation to non-executive directors of the Company amounting to
S$904,456 (2009: S$644,562).
127
Notes to the Financial Statements
For the financial year ended 31 March 2010
The CODM considers the business from a business segment perspective. Management manages and monitors
the business in the three primary business areas: Mail, Logistics and Retail:
Mail Mail segment provides comprehensive services for collecting, sorting, transporting and distributing
domestic and international mail as well as sale of philatelic products. International mail service covers the
handling of incoming international mail and outgoing international mail. Mail division also offers ePost hybrid
mail service which integrates electronic data communication with traditional mail.
Logistics Logistics segment provides diverse range of mail logistic services comprising domestic and
international distribution and delivery services. The services include cross-border mail services and other
value-added services (Quantium Solutions), express delivery services (Speedpost), shipping services at
vPOST internet portal, warehousing, fulfilment and distribution services and self storage solutions (S3).
Retail Retail segment provides a wide variety of products and services beyond the scope of traditional
postal services, including agency and remittance services as well as financial services. The three principal
distribution channels are: post offices, authorised postal agencies and stamp vendors; Self-service
Automated Machines (SAMs); and vPOST internet portal for bill presentment / payment.
Other operations include the provision of commercial property rental and investment holding; but these are
not included within the reportable operating segments, as they are not included in the reports provided to the
CODM. The results of these operations are included in the all other segments column.
128
Notes to the Financial Statements
For the financial year ended 31 March 2010
The segment information provided to the CODM for the reportable segments for the year ended 31 March 2009
is as follows:
All other
Mail Logistics Retail segments Eliminations Total
S$000 S$000 S$000 S$000 S$000 S$000
2009
Revenue:
- External 368,032 71,935 41,130 - - 481,097
- Inter-segment 459 483 24,216 - (25,158) -
368,491 72,418 65,346 - (25,158) 481,097
Other income and gains (net)
- Rental, property-related
and miscellaneous income
- External 210 73 766 32,166 - 33,215
- Inter-segment - - - 36,916 (36,916) -
210 73 766 69,082 (36,916) 33,215
129
Notes to the Financial Statements
For the financial year ended 31 March 2010
The CODM assesses the performance of the operating segments based on a measure of operating profit, which
is profit before interest, tax and share of profit of associated companies and joint ventures. Interest income and
finance expenses are not allocated to segments.
130
Notes to the Financial Statements
For the financial year ended 31 March 2010
Geographical information
The Groups three business segments operate principally in one geographical area, which is in Singapore.
Hence, the revenues and non-current assets are principally generated from and located in Singapore
respectively.
(a) Amendments to FRS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items
(effective for annual periods beginning on or after 1 July 2009)
The amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is
eligible for designation should be applied in particular situations. The Group will apply this amendment from
1 April 2010, but it is not expected to have a material impact on the financial statements.
(b) INT FRS 117 Distributions of Non-Cash Assets to Owners (effective for annual periods beginning on or
after 1 July 2009)
INT FRS 117 clarifies how the Group should measure distributions of assets, other than cash, to its owners.
INT FRS 117 specifies that such a distribution should only be recognised when appropriately authorized,
and that the dividend should be measured at the fair value of the assets to be distributed. The difference
between the fair value and the carrying amount of the assets distributed should be recognised in the
income statement. INT FRS 117 applies to pro rata distributions of non-cash assets except for distributions
to a party or parties under common control.
The Group will apply INT FRS 117 from 1 April 2010, but it is not expected to have a material impact on the
financial statements.
131
Notes to the Financial Statements
For the financial year ended 31 March 2010
The Group will apply INT FRS 118 from 1 April 2010, but it is not expected to have a material impact on the
financial statements.
(d) FRS 27(revised) Consolidated and Separate Financial Statements (effective for annual periods beginning on
or after 1 July 2009)
FRS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in
equity if there is no change in control and these transactions will no longer result in goodwill or gains and
losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity
is re-measured to fair value, and a gain or loss is recognised in the income statement. The Group will apply
FRS 27 (revised) prospectively to transactions with minority interests from 1 April 2010.
(e) FRS 103 (revised) Business Combinations (effective for annual periods beginning on or after 1 July 2009)
FRS 103 (revised) continues to apply the acquisition method to business combinations, with some
significant changes. For example, all payments to purchase a business are to be recorded at fair value at
the acquisition date, with contingent payments classified as debt subsequently re-measured through the
income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling
interest in the acquiree either at fair value or at the non-controlling interests proportionate share of the
acquirees net assets. All acquisition-related costs should be expensed. The Group will apply FRS 103
(revised) prospectively to all business combinations from 1 April 2010.
132
Notes to the Financial Statements
For the financial year ended 31 March 2010
SUBSIDIARIES
First Cube Pte Ltd Provision of electronic Singapore 100.00 100.00 6,157 6,157
platform and recyclable
lockers for merchandise
distribution
133
Notes to the Financial Statements
For the financial year ended 31 March 2010
SUBSIDIARIES (continued)
Held by subsidiaries
DataPost (HK) Electronic printing and Hong Kong 70.00 70.00 969 969
Pte Limited (4) enveloping services
134
Notes to the Financial Statements
For the financial year ended 31 March 2010
SUBSIDIARIES (continued)
ASSOCIATED COMPANIES
Held by a subsidiary
135
Notes to the Financial Statements
For the financial year ended 31 March 2010
JOINT VENTURES
Held by subsidiaries
ePDS, Inc. (5) Provision of electronic Philippines 41.0 33.45 318 318
printing and despatching
services
Thai British DPost Provision of laser printing Thailand 34.30 34.30 827 827
Company Limited (6) and enveloping services
1,145 1,145
Notes
(1) Formerly known as G3 Worldwide Distribution (Singapore) Pte Ltd
(2) Formerly known as G3 Worldwide Aspac Pte. Ltd.
(3) Denotes cost less than S$1,000
All companies as at 31 March 2010 are audited by member firms of PricewaterhouseCoopers International Limited, except for the
following:
(4) Audited by Dominic K.F. Chan & Co. but work was performed by PricewaterhouseCoopers LLP, Singapore
(5) Audited by SyCip Gorres Velayo & Co, Philippines
(6) Audited by KPMG Phoomchai Audit Ltd, Thailand
(7) Dissolved on 31 March 2010
* Subsidiary companies of Quantium Solutions International Pte. Ltd. As at 31 March 2009, Quantium Solutions International Pte. Ltd.,
(formerly known as G3 Worldwide Aspac Pte. Ltd.) was a joint venture of the Group.
136
SGX Listing Manual Requirements
For the Financial Year Ended 31 March 2010
1. MATERIAL CONTRACTS
There are no material contracts entered into by SingPost or any of its subsidiaries involving the interests of the
chief executive officer, each director or controlling shareholder (as defined in the SGX Listing Manual), either still
subsisting at the end of the financial year, or if not then subsisting, entered into since the end of the previous
financial year.
2. Auditors remuneration
2010 2009
S$000 S$000
Sales
Singapore Airlines Limited and its associates - - 1,129* 108
Singapore Telecommunications Limited
and its associates - - 11,251* 6,981*
Starhub Ltd and its associates - - 1,589 1,668
Temasek Holdings (Private) Limited
and its associates - - 2,596 2,645*
- - 16,565 11,402
Purchases
Michael James Murphy and his associates - - 248 -
PowerSeraya Ltd and its associates# - - - 7,250
Singapore Airlines Limited and its associates - - 2,600 2,300
Singapore Telecommunications Limited
and its associates - - 358 1,800*
SMRT Corporation Ltd and its associates - - - 983*
Temasek Holdings (Private) Limited
and its associates - - 800* 540
- - 4,006 12,873
Total interested person transactions - - 20,571 24,275
Note
All the transactions set out in the above tables were based on the Groups interested person transactions register. They were based on
either the contractual values for the duration of the contracts (which vary from 3 months to 3 years) or the annual values for open-ended
contracts.
* Include contracts of duration exceeding one year.
#
During the first quarter ended 30 June 2009, PowerSeraya Ltd ceased to be an associate of Temasek Holdings (Private) Limited as
defined under the Listing Manual of SGX. As such, subsequent transactions with PowerSeraya Ltd and its associates are not defined
as interested person transactions under the Listing Manual.
137
Shareholding Statistics
as at 10 May 2010
Class of Shares
Ordinary Shares
Number of shareholders
25,269
Voting Rights
On show of hands each member present in person and each proxy shall have one vote.
On poll every member present in person or by proxy shall have one vote for every share he holds or represents.
Substantial Shareholders
Notes
(1) Deemed through its subsidiary, Singapore Telecommunications Limited and its associated company, DBS Group Holdings Ltd.
(2) Deemed through DBS Nominees Pte. Ltd. and Raffles Nominees Pte. Ltd.
Analysis of Shareholdings
No. of % of No. of % of Issued
Range of Shareholdings Shareholders Shareholders Shares Share Capital
138
Shareholding Statistics
as at 10 May 2010
No. of % of Issued
No. Name Shares Held Share Capital
139
Notice of Annual General Meeting
SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore)
Company Registration Number: 199201623M
NOTICE IS HEREBY GIVEN THAT THE 18TH ANNUAL GENERAL MEETING of the Company will be held at 10 Eunos
Road 8, Singapore Post Centre, SingPost Pavilion (Theatrette) #05-30, Singapore 408600 on Wednesday, 30 June
2010 at 10.30 a.m. to transact the following businesses:
ORDINARY BUSINESS
1. To receive and adopt the Audited Accounts for the financial year ended 31 March 2010,
and the Directors Report and Independent Auditors Report thereon. (Resolution 1)
2. To declare a final tax exempt 1-tier dividend of 2.5 cents per ordinary share in respect of
the financial year ended 31 March 2010. (Resolution 2)
3. To re-elect the following directors who retire by rotation in accordance with Article 91
of the Companys Articles of Association and who, being eligible, offer themselves
for re-election:
Mr Kenneth Tan will, upon his re-election as director of the Company, remain as a
member of the Audit Committee and will be considered independent for the purposes of
Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited
(the SGX-ST).
4. To re-elect the following directors who retire in accordance with Article 97 of the
Companys Articles of Association and who, being eligible, offer themselves for
re-election:
140
Notice of Annual General Meeting
SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore)
Company Registration Number: 199201623M
SPECIAL BUSINESS
8. To consider and, if thought fit, to pass with or without any amendments the following
resolutions as ordinary resolutions:
a) That authority be and is hereby given to the directors to:
(i) (1) issue shares in the capital of the Company (shares) whether by way of
rights, bonus or otherwise; and/or
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
(ii) (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 of the Company while this Resolution is in force,
provided that:
(I) 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 per cent of the total number
of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (II) 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) does not exceed 10 per cent of the
total number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in accordance with sub-paragraph (II) below);
(II) (subject to such manner of calculation as may be prescribed by the SGX-ST) for
the purpose of determining the aggregate number of shares that may be issued
under sub-paragraph (I) above, the percentage of issued shares shall be based
on the total number of issued shares (excluding treasury shares) in the capital of
the Company at the time this Resolution is passed, after adjusting for:
(1) 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
(2) any subsequent bonus issue or consolidation or sub-division of shares;
141
Notice of Annual General Meeting
SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore)
Company Registration Number: 199201623M
(III) 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 Articles of Association for the time being of the Company; and
(IV) (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. (Resolution 10)
b) That approval be and is hereby given to the directors to offer and grant options
(Options) in accordance with the provisions of the Singapore Post Share Option
Scheme (Share Option Scheme) and to allot and issue from time to time such
number of shares as may be required to be issued pursuant to the exercise of the
Options under the Share Option Scheme, provided that the aggregate number of
shares to be issued pursuant to the Share Option Scheme shall not exceed
5 per cent of the total number of issued shares (excluding treasury shares) in
the capital of the Company from time to time. (Resolution 11)
142
Notice of Annual General Meeting
SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore)
Company Registration Number: 199201623M
Resolution 11 is to empower the directors to offer and grant options, and to issue shares in the capital of the
Company, pursuant to the Singapore Post Share Option Scheme (the Share Option Scheme) provided that the
aggregate number of shares to be issued does not exceed 5 per cent of the total number of issued shares
(excluding treasury shares) in the capital of the Company for the time being. Although the Rules of the Share Option
Scheme provide that the maximum number of shares which may be issued under the Share Option Scheme is
limited to 10 per cent of the total number of issued shares in the capital of the Company, Resolution 11 provides
for a lower limit, namely, 5 per cent of the total number of issued shares (excluding treasury shares) in the capital of
the Company, as the Company does not anticipate that it will require a higher limit before the next Annual General
Meeting.
NOTES
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote
instead of him and such proxy need not be a member of the Company. Every instrument of proxy shall be deposited at the registered office of
the Company at 10 Eunos Road 8, Singapore Post Centre, Singapore 408600 (Attention: Secretariat) not less than 48 hours before the time
appointed for the Annual General Meeting.
143
Notice of Books Closure
SINGAPORE POST LIMITED (Incorporated in the Republic of Singapore)
Company Registration Number: 199201623M
NOTICE IS ALSO HEREBY GIVEN THAT the Transfer Book and Register of Members of the Company will be closed
on 7 July 2010 for the preparation of dividend warrants. Duly completed registrable transfers of ordinary shares in
the capital of the Company (Shares) received by the Companys Registrar, M & C Services Private Limited of
138 Robinson Road, #17-00 The Corporate Office, Singapore 068906, up to 5 p.m. on 6 July 2010 will be registered
to determine members entitlements to the proposed final dividend.
Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with Shares at 5 p.m.
on 6 July 2010 will rank for the proposed final dividend. Payment of the dividend, if approved by members at the
18th Annual General Meeting, will be made on 15 July 2010.
144
SINGAPORE POST LIMITED IMPORTANT
(Incorporated in the Republic of Singapore) 1. For investors who have used their CPF monies to buy shares in the
capital of Singapore Post Limited, this Proxy Form is forwarded to
Company Registration Number: 199201623M them at the request of their CPF Approved Nominees and is sent
solely FOR INFORMATION ONLY.
ANNUAL GENERAL MEETING 2. This Proxy Form is not valid for use by CPF investors and shall be
ineffective for all intents and purposes if used or purported to be
PROXY FORM used by them.
of
being a member/members of the abovenamed Company, hereby appoint:
NRIC/Passport Proportion of
Name Address Number Shareholdings (%)
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting, as my/our
proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the 18th Annual
General Meeting of the Company to be held at 10 Eunos Road 8, Singapore Post Centre, SingPost Pavilion (Theatrette)
#05-30, Singapore 408600 on Wednesday, 30 June 2010 at 10.30 a.m. and at any adjournment thereof.
(Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the Ordinary
Resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies
will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)
Ordinary Resolutions For Against
1. To receive and adopt the Audited Accounts, Directors Report and
Independent Auditors Report
2. To declare a final tax exempt 1-tier dividend of 2.5 cents per ordinary
share
3. To re-elect Mr Lim Eng as director
4. To re-elect Mr Lim Ho Kee as director
5. To re-elect Mr Kenneth Michael Tan Wee Kheng as director
6. To re-elect Mr Michael James Murphy as director
7. To re-elect Mr Zulkifli Bin Baharudin as director
8. To approve directors fees payable by the Company
9. To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors of the
Company and to authorise the directors to fix their remuneration
10. To authorise directors to issue shares and to make or grant convertible
instruments
11. To authorise directors to offer/grant options and allot/issue shares
pursuant to the Singapore Post Share Option Scheme
12. Any other business
Notes:
IMPORTANT
Please read Notes. 145
Fold flap
3rd fold here
Postage will be
paid by
For posting in
Singapore only
Secretariat
Singapore Post Limited
(Co. Reg. No. 199201623M)
10 Eunos Road 8
Singapore Post Centre
Singapore 408600
146
IMPORTANT:
PLEASE READ THE FOLLOWING NOTES TO THE PROXY FORM
NOTES
1. If you have Ordinary Shares entered against your name in the Depository Register (as defined in Section 130A
of the Companies Act, Chapter 50 of Singapore), you should insert that number of Ordinary Shares. If you have
Ordinary Shares registered in your name in the Register of Members, you should insert that number of Ordinary
Shares. If you have Ordinary Shares entered against your name in the Depository Register and Ordinary Shares
registered in your name in the Register of Members, you should insert the aggregate number of Ordinary Shares
entered against your name in the Depository Register and registered in your name in the Register of Members.
If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the
Ordinary Shares in the capital of the Company held by you.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not
more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company.
3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of
his shareholding (expressed as a percentage of the whole) to be represented by each proxy. In the case of a
joint appointment of two proxies, the Chairman of the Meeting will be a members proxy by default if either or
both of the proxies appointed do not attend the Annual General Meeting. In the case of an appointment of two
proxies in the alternative, the Chairman of the Meeting will be a members proxy by default if both of the p
roxies
appointed do not attend the Annual General Meeting.
4. The instrument appointing a proxy or proxies must be lodged at the registered office of the Company at
10 Eunos Road 8, Singapore Post Centre, Singapore 408600 (Attention: Secretariat), not less than 48 hours
before the time appointed for the Annual General Meeting. The sending of a Proxy Form by a member does not
preclude him from attending and voting in person at the Annual General Meeting if he finds that he is able to do
so. In such event, the relevant Proxy Forms will be deemed to be revoked.
5. 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 seal or under the hand of an officer or attorney duly authorised.
6. A corporation which is a member may authorise by resolution of its directors or other governing body such
person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179
of the Companies Act, Chapter 50 of Singapore.
GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or 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. In addition, in the case of Ordinary Shares
entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if
the member, being the appointor, is not shown to have Ordinary Shares entered against his name in the Depository
Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central
Depository (Pte) Limited to the Company.
147
Contact Points
Registered Ofice
Singapore Post Limited
10 Eunos Road 8
Singapore Post Centre
Singapore 408600
Tel: +65 6841 2000
Email: [email protected]
Web: www.singpost.com
Company Secretary
Leong Chee Sian (Ms)
Share Registrar
M&C Services Private Limited
138 Robinson Road
#17-00 The Corporate Office
Singapore 068906
Tel: +65 6227 6660
Fax: +65 6225 1452
Auditors
PricewaterhouseCoopers
8 Cross Street #17-00
PWC Building
Singapore 048424
Tel: +65 6236 3388
Fax: +65 6236 3300
Audit Partner
Trillion So (Ms)
Appointed with effect from financial
year ended 31 March 2008
148
Singapore Post Limited
Co. Reg. No.: 199201623M
Registered Office
10 Eunos Road 8
Singapore Post Centre
Singapore 408600