Professional Documents
Culture Documents
$30.9 MILLION
77 Statement by Directors
PRODUCTION VOLUME
78 Independent Auditors’ Report
1,605 BOEPD
EAM
79 Consolidated Income Statement
S TR 80 Balance Sheets
UP 81
82
Consolidated Statement of Changes in Equity
Statement of Changes in Equity – Company
83 Consolidated Cash Flow Statement
SPC 84 Notes to the Financial Statements
Investor Information
135 Corporate Directory
136 Financial Calendar
137 Shareholdings Statistics
138 Share Performance
139 Notice of Annual General Meeting/Closure of Books
Proxy Form
Notes
GROUP FINANCIAL HIGHLIGHTS
Per share
Earnings (cents) Return On Equity (%)
Attributable 98.79 55.33 79
Net assets ($) 3.48 3.06 14
Net tangible assets ($) 3.25 2.85 14 2006 19
Shareholder value
Distribution (cents per share)
Interim Dividend 20 – –
Ordinary dividend 40 20 100
Special dividend – 15 –
2007
1Q 2Q 3Q 4Q Total
+78.5%
2007 was a year of record
achievements for SPC, despite
this being one of the most volatile
years in the oil industry.
DEAR SHAREHOLDERS,
I am pleased to report that 2007 was a
year of record achievements for SPC,
despite this being one of the most
volatile years in the oil industry. The
Group recorded a PATMI of $508.3
million, an improvement of 78.6% over
the PATMI of 2006 and achieved a return
on equity of 30%.
10,000 barrels of oil equivalent per day amount to 60 cents per share. These
(boepd), from below 3,000 boepd at the dividends are all on the new one-tier
beginning of the year. tax exempt basis.
508.3m
CORPORATE GOVERNANCE bottomline in 2008.
ACCOLADES
SPC’s good corporate governance IN APPRECIATION
practices have not gone unnoticed by All that the Group had achieved in
the investing public. The Company was
honoured with a third place award at
the 2007 SIAS Corporate Governance
2007 could not have happened without
many willing hands and great hearts.
Much of this success was due to the
+78.6%
PATMI reached a record level of
Award event, the fifth consecutive time competence, passion and teamwork of
$508.3 million, a 78.6% increase.
it has won an award. The Company both the SPC and SRC staff. At SPC,
was also recognised as a merit we have built up a multinational and
recipient of the Most Transparent multi-talented team to take us to the
Company Award. This was followed next level as an integrated oil and gas
by a joint Bronze award under the company. As we continue our journey
Singapore Corporate Awards 2008 to build and grow SPC, I wish to extend
for the Best Managed Board. my heartfelt appreciation to fellow
Board Members for their counsel and
OUTLOOK FOR THE INDUSTRY guidance. I would also like to thank our
Global refining capacity is expected shareholders, customers and business
to be constrained both by high partners for their continuing confidence
construction costs and skill shortages. and support.
Although the volatility in global financial
markets is likely to restrain economic Yours sincerely,
activities, refining margins are expected
to remain relatively healthy in 2008
given the continued lack of meaningful
spare refining capacity and the
continuing strong demand for petroleum
products from Asia, the Middle-East Choo Chiau Beng
and Russia. Chairman
For and on behalf of the Board
29 February 2008
Growth
With its scale and spread, SPC is
Delivering
More
Returns
Integrated
Total Revenue
8,766.7
$ million
2007
4,974.4 2004
From its refining roots, SPC has grown to become an
integrated oil and gas enterprise. SPC is well positioned
2,337.3 to deliver more value with its diversified earnings stream.
2001
Refining
SPC IS DELIVERING MORE GROWTH
Regional
From a predominantly homegrown company to a regional player,
SPC’s presence has expanded to include Australia, Cambodia, China,
Hong Kong, Indonesia, Taiwan, Thailand and Vietnam.
$ million
2007
1,900.5
2004
1,012.7
779.1
2001
180.3 Upstream
107 Downstream
Singapore
SPC IS DELIVERING MORE RETURNS
Strong
From delivering sustainable to superior returns,
SPC has a business strategy to maximise performance.
Its vision for a fully integrated value chain will continue
to fuel future growth.
PATMI
508.3
$ million
2007
252.9
2004
-1.2
2001
Steady
KEY FIGURES
Turnover The SPC Group achieved PATMI The SPC Group achieved a
revenue of $8.8 billion, PATMI of $508.3 million,
an improvement of 2.2% its best performance to date
$8.8b $508.3m
Return On Equity ROE improved from Cash and Cash Equivalents Cash and cash equivalents
19% to 30% rose 13.4% to $458.2 million
30% $458.2m
Earnings Per Share EPS increased 78.5% NAV Per Share NAV per share improved 13.7%
98.79¢ $3.48
Total Acreage Size SPC owns interests in nine Dividend Payout Ratio The Board has recommended
exploration, pre-development a one-tier tax-exempt dividend
and production acreages in payout of 40 cents per
the Asia-Pacific region with share for approval at the
a total size of more than forthcoming AGM. Together
40,900 km2 with the interim dividend of
20 cents per share, the
total payout will be 61%
of the Group’s PATMI.
40,900 61%
Singapore Petroleum Company Limited Key Figures
14 Report to Shareholders 2007
GROUP STRATEGIC DIRECTIONS
Deliver value and reinforce brand equity • Increased product innovation at the
by seeking growth opportunities at home retail service stations – launched CNG
and abroad. and installed ATMs, snack kiosks, and
plasma TV screens
Changi Airport Fuel Hydrant Installation Petmal Oil Corporation Sdn. Bhd.;
Pte. Ltd.; FST Aviation Services Limited; Singapore Petroleum Dovechem Private
SPC Shipping Company Limited; Limited; Jiangmen City Sinjiang Gas Co.
Singapore Petroleum (China) Private Ltd.; Tiger Oil Corporation.
Limited; Singapore Petroleum (Thailand)
Co., Ltd.; Singapore Petroleum Trading
Company Limited; SPC Cambodia Ltd. WOO SIEW CHENG
1 2
Jeruk Blocks 102 and 106, Vietnam interest in this block. A 3D seismic
The Sampang partners continue to Blocks 102 and 106 cover approximately survey of 650 km2 was completed.
examine possible development scenarios 14,000 km2 and contain the Yentu-1X Exploration drilling is planned for
to commercialise Jeruk’s resources. and Thai Binh oil and gas discoveries. the second half of 2008.
In 2007, the partners completed a
Bohai Bay, China 2,189 km 2D seismic survey in these Block 26/18, China
In October 2007, SPC announced blocks. The joint venture partners In August 2007, SPC signed a petroleum
its successful US$223 million are currently planning to conduct a contract with China National Offshore
($334.5 million) acquisition of two three-well exploration/appraisal drilling Oil Corporation (CNOOC) for a 100%
producing blocks in Bohai Bay, China. programme in 2008. operating interest in Block 26/18. The
Through its wholly-owned subsidiary, Block covers 4,961 km2 in the Pearl River
SPC E&P (China) Pte Ltd, SPC Block 101-100/04, Vietnam Mouth Basin, South China Sea. It is
won a competitive bid for 100% of Block 101-100/04 is located in the Gulf 150 km from shore in water depths
Sino-American Energy Corporation of Tonkin, Northern Vietnam and adjacent between 85 and 200 metres.
shares with 18.2% (8.9% – producing to Blocks 102 and 106. This block
fields) and 23% (7.8% – producing covers approximately 6,174 km2 and Block 26/18 contains the EP-20-3-1
fields) working interest in Blocks 04/36 has gas and condensate discovery. discovery well drilled in 1998.
and 05/36, respectively. Commercial oil production in the basin
Under the exploration phase of the had been centred in the Wenchang,
Blocks 04/36 and 05/36 are located in PSC term, the joint venture partners Penyu, Huizhou, Lufeng and Liuhua
western Bohai Bay, 190 km east of Beijing, are committed to the processing and fields. Preliminary geological and
covering a total of 3,080 km2. The blocks interpretation of existing seismic data, geophysical indicate several prospects.
contain several CFD producing fields with acquisition of new 3D seismic surveys Under the initial three-year exploration
a total gross production of approximately and drilling of one exploration well within phase, SPC is responsible to carry out
50,000 bpd. Produced oil is gathered by the first three years. To date, the 3D an agreed work commitment on this
six platforms and processed by a FPSO seismic survey covering 689 km2 block which includes acquiring 2,000 km
under a long term lease. has been completed. Exploration drilling of 2D seismic survey and the drilling of
is planned for early 2009. one exploration well. Upon commercial
Effective 1 July 2007, the Bohai Bay hydrocarbon discovery, CNOOC has the
assets contributed approximately Block B, Cambodia right to participate up to an interest of
4,300 bpd to SPC’s production. Block B acreage is located 250 km 51% in the PSC.
Ongoing infill drilling and well workover offshore from Cambodia. The block
are being conducted by the operator to lies on the southeast of the Khmer T/47P, Australia
maximise production from the fields. Basin where a number of oil and gas In March 2007, SPC together with
The Bohai Bay assets is currently SPC’s discoveries had been made. Tap Oil and Jubilant Energy were
largest producing property. awarded an exploration permit for Block
In January 2007, SPC and its joint T/47P. The Bass Basin block contains
venture partners exercised their the Cormorant oil, condensate and
pre-emption rights to acquire the entire gas discoveries.
10% participating interest of CE
1. CFD FPSO Vessel. Cambodia B Ltd. As a result, SPC In addition to the Cormorant
2. Oyong production barge. currently holds a 33.3% participating discoveries, T/47P also contains
* Includes annualised production from Oyong and CFD (fourth quarter 2007 onwards)
** Based on in-house estimates
MARKET ENVIRONMENT driven by China and India’s burgeoning in the third quarter due to an unplanned
Crude and product prices increased appetite for energy. Consumption of shutdown of a Japanese nuclear
sharply in 2007 due to perceived energy in the Middle-East also grew power plant.
imbalances and uncertainties in supplies as the high oil prices triggered a
and availabilities. Global refining capacity construction boom across the region. In the Asia-Pacific region, tight global
remained tight in 2007. refining capacity and favourable
The monthly average Dubai crude supply-demand fundamentals resulted
In 2007, regional markets such as price in January was US$51.70 per in healthy refining margins. Average
Indonesia and Vietnam took further steps barrel (bbl). This rose to an average of refining margins peaked at US$9.00
toward cleaner fuel specifications. The US$86.87/bbl in November due largely per barrel in the second quarter due
buoyant energy market also witnessed to lower crude inventory levels and to the extensive turnaround of regional
the addition of new storage capacities geopolitical tensions. refineries. As a result of the positive
in Singapore. The addition of refining refining environment, the Group achieved
capacity globally however continued Product prices in Singapore were well a record average refining margin of about
to be constrained by high construction supported for most of the year. Gasoline US$7.00/bbl for 2007.
costs and the shortage of the right demand was strong during the second
skill set. Project delays were and third quarters due to the US summer
therefore prevalent. driving season and the anticipation
of hurricanes in the US Gulf Coast.
Global oil demand for 2007 was Naphtha demand was exceptionally
85.7 million bpd, an increase of 1.2% high from the petrochemical sector.
over the 84.7 million bpd in 2006. The kerosene and gas oil crack spreads
The Asia-Pacific region accounted for peaked in the fourth quarter due to
25.5 million bpd out of this global additional demand anticipated for
demand and contributed 60% of this heating during the winter season. Fuel 1. Unwavering vigilance to ensure
incremental global demand of 1 million oil demand was also healthy for most safety and reliability.
bpd. The demand growth was mainly part of the year with increased demand 2
2. Round-the-clock quality control.
CRUDE AND REFINERY an existing hydro-desulphurisation SPC’s sales volume at Changi was
The total crude throughput for 2007 unit would be revamped to produce 15,500 bpd, 1.3% lower than in 2006.
was 51.5 million barrels (bbls). During ULSD. The revamp to enhance the The total fuel throughput at the airport
the year, SRC upgraded its facilities existing capability would increase was approximately 80,000 bpd, a decline
to enhance its flexibility to process a ULSD production volumes in 2009. of 0.8% over 2006. SPC supplied fuel to
wider crude slate. The refinery achieved In line with the commitment for a 21 airline customers at this location.
maximum utilisation of its crude cleaner and greener environment,
distillation and upgrading units, and SPC continues to evaluate further At the Hong Kong International Airport,
operated safely and reliably throughout similar projects. SPC achieved a sales volume of 3,000
the year. SRC achieved a high utilisation bpd. SPC provided refuelling services to
rate of more than 97% for 2007. SRC’s AVIATION SALES five airline customers at this location.
Injury and Incident Free (IIF) culture has The Aviation Sales unit markets and
resulted in tangible benefits. The refinery supplies aviation fuel to airlines at four At the Bangkok International Airport
recorded 4.3 million man-hours without international airports namely, Singapore, at Suvarnabhumi, SPC maintained its
any loss time injury as of December Hong Kong, Bangkok and Taipei. With market share supplying fuel to five
2007. It also achieved 1 million man- more than 30 years of aviation fuel sales airline customers.
hours of “no recordable injury” in 2007. experience, SPC has built a solid
reputation as a reliable supplier of At the Taiwan Taoyuan International
SRC carried out a successful turnaround quality aviation fuels. Airport, SPC achieved a sales volume
of the Crude Distillation Unit 1 and of 1,000 bpd.
associated upgrading and auxiliary units Fuel sales at Singapore Changi Airport
during May and June 2007. About 1,300 accounts for the largest segment of the DISTILLATES
contract workers were engaged during Group’s aviation volume. Being an The Distillates unit is responsible for
this month-long maintenance exercise aviation hub, and Asia’s sixth busiest the sales and trading of products such
which was completed safely without airport, Changi handled close to as naphtha and motor gasoline (light
any incident. 40 million passengers and a cargo distillates), jet fuel and gas oil (middle
throughput of 1.8 million tonnes for distillates). The unit actively traded
As part of the Group’s environmental 2007. Air passenger traffic in Southeast distillate products from SRC and
initiatives, SPC and its refinery partners Asia saw strong growth in 2007 external sources.
announced, an ultra-low sulphur diesel from increased leisure travel and the
(ULSD) production project in May 2007. proliferation of low cost carriers. Fuel 2007 was a challenging year for distillates
ULSD with a sulphur content of efficient aircraft and higher load factor trading. Continuous price volatilities called
50 parts-per-million would conform to however capped fuel consumption for caution. The move to cleaner and
Euro-IV specifications. For this project, despite passenger growth. lighter fuel specifications in the region
posed a challenge for SPC to produce
and sell finished products that meet the
requirements of end-users. The Distillates
unit captured a positive trading margin
in the fast-changing environment by
closely monitoring the market and taking
advantage of the Group’s supply chain
network. The Distillates unit achieved
a turnover volume of 33 million bbls
in 2007.
MARKET DEVELOPMENT
AND VENTURES SPC’s physical presence for the first RETAIL SALES AND DEVELOPMENT
Market environment time as a business entity in the country. Market environment
In line with SPC’s vision to build a Prior to this venture, SPC’s presence The retail market remained competitive
premium regional brand name, the in Indonesia was represented by the and challenging, with fluctuating and high
Market Development and Ventures unit marketing of lubricants through product prices throughout the year. Such
seeks overseas marketing business appointed distributors. high product prices were frequently not
opportunities. It focuses primarily on fully recovered at the pump. At the end of
tapping Asian markets that are beginning Preserving value 2007, SPC had a network of 38 service
to liberalise or are actively seeking The unit consistently monitored and stations. Two outlets, Market Street and
foreign investments. The energy sector reviewed Marketing’s investment Aljunied Road service stations, were
in most Asian markets is considered to portfolio to ensure an adequate closed when the leases expired. A new
be strategic to economic development. return-on-investment. Investments that service station was opened in Punggol.
There may hence be regulatory, political have become non-strategic or are
or bureaucratic barriers that could under-performing would be divested if New service station at Punggol
impede SPC’s participation. these could not be turned around. In The Punggol service station (PGSS)
2007, SPC completed the divestment commenced business in September
New investment of its interest in Jiangmen City Sinjiang 2007. The station is fully outfitted with
In the third quarter of 2007, the unit Gas Corporation, a liquefied petroleum fuel dispensers, a convenience store,
successfully initiated the acquisition of a gas (LPG) storage and marketing a snack kiosk, an ATM machine and
60% shareholding in a local Indonesian enterprise in China. SPC also divested manual car wash facilities to meet the
fuels-marketing company, PT Solar its entire shareholding interest in Tiger
Premium Central (PT Solar). This joint Oil Corporation in Korea, a company
venture will build on and expand SPC’s with a network of service stations and
presence in Indonesia through the petroleum distribution terminals. 1. Making Choices convenience store
marketing of fuels. PT Solar also marked your everyday choice.
3
needs of motorists and residents in LPG, asphalt and sulphur within the prices. The finished products market
the neighbourhood. This modern and Asia-Pacific region. meanwhile lagged behind such base
fully-equipped station is currently the oil cost increases. SPC initiated timely
only service station in Punggol. In 2007, the inland, commercial and marketing programmes to mitigate the
industrial markets continued to be highly impact of high costs and low margins to
At the grand opening of the service competitive. Market growth was modest as remain profitable.
station in November, SPC donated ample supplies were available. Nonetheless
$10,000 to the Punggol 21 Community with the focus on service and reliability, Achievements
Club Building Fund, and sponsored SPC was able to secure new contracts To maintain its strategy of building
prizes for a constituency photography with a number of key customers. market presence and strengthening
competition themed “Fabric of Punggol”. earnings, SPC focused on the
Marketing, trading and export of special marketing of premium automotive and
Retailing of compressed natural gas products in the Asia-Pacific region industrial lubricants. Improvements
In November, SPC announced the contributed significantly to the unit’s were made to SPC’s product mix with
introduction of compressed natural portfolio. In spite of volatile product an increased proportion of premium
gas (CNG) at its Jalan Buroh service prices throughout the year, the lubricants marketed to maximise returns.
station. This facility began operations steady increase in regional demand To generate greater cost savings and
in February 2008. The project is part of enabled the unit to perform profitably. efficiencies, the unit also undertook
SPC’s corporate social responsibility to initiatives with strategic distribution
support clean fuels. Besides being the SPC Wearnes Pte Ltd partners alongside improvements in
first to retail CNG at a service station, SPC retails bottled LPG to the domestic internal processes.
SPC continues to offer a comprehensive market through its joint venture company,
range of products and services across SPC Wearnes Pte Ltd. The joint venture 2007 was an outstanding year for the
its retail network. faced a challenging year of escalating Lubricant Sales unit. The Singapore
product costs in a highly competitive distribution network was rationalised
COMMERCIAL SALES marketplace in 2007, and this is expected resulting in more focused marketing and
Market environment to continue in 2008. new customers. SPC also entered into
The Commercial Sales unit is responsible an Original Equipment Manufacturer
for the marketing of petroleum products LUBRICANT SALES lubricant supply partnership with a
(except lubricants) to the domestic Market environment major European engine manufacturer.
commercial, industrial and wholesale The Lubricant Sales unit markets Continuing its growth in the region,
markets. It also markets, trades and SPC-branded lubricants in Singapore SPC successfully entered the Vietnam
exports special products such as and Asia-Pacific. In 2007, the market and Bangladesh lubricant markets
continued to experience high base oil while improving its presence in existing
overseas markets.
1 2
Technology
SPC continued to keep pace with
new technology to meet both market
and environmental requirements. Its
lubricant products were upgraded and
new additive technology was used in 3
both SPC automotives and industrial
lubricants sold in the region.
The acceptance and effectiveness of the Several of the projects involved testing In 2007, the Engineering department
technology employed in SPC lubricants and upgrading of the underground successfully completed 45,000 safety
was demonstrated through the 25 cars storage and piping system at the service man-hours and performed the year’s
from Hong Kong and China that used stations. All fuel dispensing pumps were activities without any Loss Time Injury (LTI).
SPC’s SynAce Racing Pro to participate tested and calibrated regularly for accuracy
in a “drifting” competition in the third at all times. Jurong Bulk Plant Operations
quarter of 2007. SPC’s distribution hub, Jurong Bulk
CCTV systems were upgraded to Plant (JBP) handled higher throughput
OPERATIONS AND LOGISTICS improve security and safety. The CCTV volumes for most of the products in
Organisation resolutions were increased to facilitate 2007. Among the products distributed
The Operations and Logistics unit covers face recognition and remote access or shipped, diesel, LPG and lubricant
two portfolios. The Engineering department monitoring capability. volumes were significantly higher, with
designs, implements and conducts increases of up to 40%.
feasibility studies, and manages The other key projects undertaken at
engineering projects for all Marketing units. service stations include the construction JBP continued to operate productively
The Logistics department provides the and commissioning of a new outlet at without compromising on safety. Having
product distribution link between the Punggol, major upgrading and improvement performed 125,000 man-hour operations
Company’s refinery and its local and programme at Upper East Coast, and this year, it maintained its zero LTI record
regional customers. Its activity hub is the retrofitting and construction of the CNG for four consecutive years. There was also
Jurong Bulk Plant (JBP). filling facility at Jalan Buroh. no fire or major oil spill incident in 2007.
Guideline 1.3
Delegation of authority, by the Board to any Board Committee, to make decisions on certain board matters. 41
Guideline 1.4
The number of board and board committee meetings held in the year as well as the attendance of 42
every board member at these meetings.
Guideline 1.5
The type of material transactions that require board approval under internal guidelines. 41
Guideline 2.2
Where the company considers a director to be independent in spite of the existence of a relationship 43-44
as stated in the Code that would otherwise deem him as non-independent, the nature of the director’s
relationship and the reason for considering him as independent should be disclosed.
Guideline 3.1
Relationship between the Chairman and CEO where they are related to each other. 44
Guideline 4.1
Composition of nominating committee. 45-46
Guideline 4.5
Process for the selection and appointment of new directors to the board. 42, 45
Guideline 4.6
Key information regarding directors, which directors are executive, non-executive or considered 43-45
by the nominating committee to be independent.
Guideline 5.1
Process for assessing the effectiveness of the Board as a whole, and the contribution of each 44-46
individual director to the effectiveness of the Board.
Guideline 9
Clear disclosure of its remuneration policy, level and mix of remuneration, procedure for setting 48
remuneration and link between remuneration paid to directors and key executives, and performance.
Guideline 9.1
Composition of remuneration committee. 48
Guideline 9.2
Names and remuneration of each director. The disclosure of remuneration should be in bands of 48-50
$250,000. There will be a breakdown (in percentage terms) of each director’s remuneration earned
through base/fixed salary, variable or performance-related income/bonuses, benefits in kind,
and stock options granted and other long-term incentives.
Guideline 9.2
Names and remuneration of at least the top five key executives (who are not also directors). 49-50
The disclosure should be in bands of $250,000 and include a breakdown of remuneration.
Guideline 9.3
Remuneration of employees who are immediate family members of a director or the CEO, 49
and whose remuneration exceed $150,000 during the year. The disclosure should be made
in bands of $250,000 and include a breakdown of remuneration.
Guideline 9.4
Details of employee share schemes. 50-51
Guideline 11.8
Composition of audit committee and details of the committee’s activities. 51-53
Guideline 12.2
Adequacy of internal controls including financial, operational and compliance controls, 53-54
and risk management systems.
EXECUTIVE COMMITTEE
The ExCo comprises four Board members. They are Messrs Choo Chiau Beng (Chairman), Koh Ban Heng, Cheng Hong Kok
and Goon Kok-Loon.
In addition, the ExCo acts as an intermediate forum between the Board and management, facilitating timely review and
endorsement of recommendations on the above business matters, subject to the delegation of authority and the final decision
of the Board.
In 2007, the Board met five times. Four new directors to familiarise them with the SPC recognises director training and
scheduled meetings coincided with Group’s business. professional development of directors
the review and release of the quarterly as important. As mentioned, nominee
results with one ad-hoc meeting called In line with the recommendation of the directors to SPC Group companies
at short notice. Three ExCo, four NRC Code, the Company has practised the are encouraged to attend external
and five AC meetings were held in issuance of formal appointment letters courses and continuing education
the year. The quarterly NRC and AC to new directors setting out their duties on the subject. Notwithstanding
meetings were held on the same day as and obligations. SPC has also compiled their wealth of experience, SPC’s
the regular Board meetings. its own Corporate Governance Manual directors have attended company-
(SPC Manual) to assist directors and organised courses and conferences
Board and ExCo resolutions by management in the exercise of their such as the Asia Pacific Petroleum
circulation were passed using electronic legal, fiduciary and statutory duties. and Energy Conference (APPEC),
and ordinary mail. Informal meetings This manual was issued to new directors Australian Petroleum Production &
of the Board and Board Committees and is updated to keep pace with the Exploration Association (APPEA), Oil &
were convened when required. The developments and amendments in the Money, Asia Oil and Gas Conference
Company’s Articles of Association allow Code of Corporate Governance, best (AOGC), Cambridge Energy Research
Board meetings to be conducted by practices, the Singapore Companies Act, Associates (CERA), Middle-East
telephone, radio, close-circuit television Singapore securities legislation, and the Petroleum and Gas Conference
or other electronic means. Listing Manual. It provides guidance on (MPGC) and Offshore Technology
conflict of interest issues and contains Conference (OTC) to network and
The Board members kept in regular requisite forms and precedents for update themselves with the views of
communication with the management. declarations of directors. energy players and consultants.
Directors have access to management
and were able to discuss and clarify The SPC Manual is provided to the The CEO’s briefing to the Board
business and related issues. Further Board members as well as executives includes strategic business updates
elaboration is provided under the section appointed to the various boards of the in addition to the regular update on
titled “Access to Information” below. SPC Group of companies. This is to SPC operations. In addition to in-house
ensure that sound corporate governance strategy workshops, external consultants
New directors when appointed, as a principles and processes prevail have been engaged to run workshops
practice, will be briefed in an orientation throughout the Group. In addition, the for the Board and management.
programme on the Company’s vision, Company conducts briefing sessions, to Directors are updated on regulatory
mission, strategy and business. They educate and update its executives on the and compliance issues by attending
will also be briefed on the Company’s boards of SPC’s subsidiaries, associated courses like the Financial Reporting
corporate processes. Heads of each and joint venture companies on their Standards training programme, Temasek
functional group will provide the duties and obligations and corporate learning sessions, Singapore Institute
briefings. Corporate data is also given to governance principles. of Directors (SID) and legal workshops
Enterprise Risk
Management Committee
The role and functions of the ERMC
are more fully described on page 56.
Management Committee
1
The Management Committee is
headed by the CEO and comprises
Board Composition and Balance while the AC has four non-executive and
senior management. The committee
Principle 2 independent directors.
meets weekly to review strategic,
The Board comprises nine directors.
business and operational issues,
The non-independent and non-executive Mr Koh Ban Heng is the sole Executive
and determines policies of the SPC
directors are Messrs Choo Chiau Beng Director of the Company.
Group. The committee implements
(Chairman), Teo Soon Hoe and Cheng
and communicates the directions and
Hong Kok. The majority of the Board The NRC annually determines the
guidelines of the Board and Board
comprises non-executive independent independence of Board members
Committees to relevant committees,
directors, and they are Messrs Bertie by having each of them complete
departments and employees. These
Cheng, Geoffrey King, Timothy Ong, a questionnaire crafted to test
meetings ensure the smooth functioning
Goon Kok-Loon and Dr Audrey Chin. independence against standards
of the Group.
The chairpersons of the AC and NRC
are independent directors. All four
members of the NRC are non-executive
1. Active participation by shareholders
directors of whom three are independent, at the AGM.
Nominating &
Director Board Membership Executive Audit Remuneration
Committee
Nominating &
Director Board Executive Audit Remuneration
established by the Code. The NRC has and strategic navigation but also the and non-executive director from the
reviewed the independence of each necessary checks and balances to Keppel Group. He does not have any
director for 2007 and is satisfied that facilitate effective governance. relationship with the CEO and SPC
more than 50% of the Board consists management that could interfere with
of independent directors based on The NRC noted that the non-executive his judgment and decision making.
the Code’s definition of independence directors had constructively challenged
and guidelines as to the existence and assisted in developing proposals on The Chairman leads the Board in
of relationships which would deem a strategy and reviewed the management’s ensuring its effectiveness on all aspects
director to be not independent. performance in achieving agreed goals of its function. To this end, he ensures
and objectives. that the Board receives accurate, timely
The NRC also examines the size and and clear information. He also facilitates
composition of the Board and along The non-executive directors have had constructive relations between Board
with the Board believes that the the opportunity to meet informally and management, and encourages
present Board size and composition before and after Board and Board the effective contribution of the other
is appropriate in facilitating effective Committee meetings with and without directors in their sessions, with or
decision making. the presence of management and without the presence of management.
also communicated through electronic The Chairman has openly engaged the
The NRC is of the view that the means and at company-organised shareholders of the Company at its
Board comprises directors capable events to develop and discuss strategy general meetings.
of exercising objective judgment on and to monitor the reporting of
the corporate affairs of the Company, performance. They helped to monitor The role of the CEO, Mr Koh Ban
independently of management. The management performance in meeting Heng, is governed by his employment
NRC considers that the directors, as a strategic goals and objectives. contract with the Company. He leads
group, possess core competencies of the management team and directs the
and more pertinently, the right balanced The profiles and key information of the business of the Group in alignment with
mix of background and competencies Board members are found in the Annual strategic decisions and goals.
in finance, business, legal, human Report section entitled “Information
resource and managerial experience with on Directors”. The Chairman and the Board together
industry knowledge, risk management approve the schedule of board meetings
and strategic planning experience. All Chairman and for the financial year with additional
directors have regional and international Chief Executive Officer meetings called as and when required.
business exposure and dealings critical Principle 3 The Board agenda is prepared by the
for the sustainability, growth and The roles and responsibilities of the Company Secretary after consultation
governance of SPC. This wealth of Chairman and CEO in the Company are with the Chairman, the CEO and
experience, affords the Board the ability distinct and separate. The Chairman, Mr senior management.
to not only provide effective oversight Choo Chiau Beng, is a non-independent
(B) On the remuneration of directors and key employees of the Company, the committee:
(1) Establishes a competitive remuneration framework to attract, retain and motivate directors and key employees.
(2) Reviews the Company’s relative performance and the performance of individual directors and key executives
and considers their remuneration in totality with long-term incentive schemes such as share option and
share-based schemes.
(3) Assesses the performance of the Executive Director.
(4) Administers and implements the share option and share-based schemes of the Company in accordance with the rules
of such schemes and determines offers of options or awards of share grants to directors and key employees.
Notes:
* Mr Koh Ban Heng, Mr Geoffrey John King and Dr Chin Wei-Li, Audrey Marie will retire at the AGM fixed for 23 April 2008 and offer themselves for re-election. They were selected
by lot in accordance with Article 110 of the Articles of Association of the Company.
#
Mr Bertie Cheng Shao Shiong, who has reached 70 years of age, will retire at the AGM fixed for 23 April 2008 and offer himself for re-election pursuant to Section 153(6) of the
Companies Act.
professional qualifications, experience, questions focusing on the strength of In its review, the NRC used a variety
independence and track record. the independence and objectivity of of financial indicators to measure the
the Board. Company’s performance and took into
Pursuant to the annual NRC review on account the business environment for
2007 Board performance, a decision A report of the findings of the 2007 the year 2007. These included return
was made to rotate the roles of Board Board performance review was on assets (ROA), return on capital
members. In January 2008, Mr Goon presented to the NRC by its chairman. employed (ROCE), total shareholder’s
Kok-Loon was appointed Chairman Upon its endorsement, the report was return (TSR), return on equity (ROE),
of the Audit Committee in place of presented to the Board for discussion return on investment (ROI), economic
Dr Audrey Chin who in turn was and endorsement during the corporate value added (EVA) and earnings per
appointed Chairperson of the new Risk governance segment of the Board share (EPS).
Committee with Messrs Geoffrey King meeting earlier described in this
and Cheng Hong Kok appointed Report. The individual performance In the 2007 Board performance review,
as members. ranking of each director was advised it was found that the directors have
separately to the Board Chairman. made strong contributions to the Board.
Board Performance Directors scored well on areas such
Principle 5 The assessment parameters included as commitment, industry awareness,
At the close of financial year 2007, the overall contribution by each Board providing valuable inputs, knowledge
NRC reviewed the performance of the member, attendance and performance and understanding of finance and
Board as a whole and the performance at Board and Board Committee accounts, risk management, meeting
of each director through questionnaires meetings, knowledge of the industry preparation and raising insightful issues.
tailored to the Company’s business and the Group’s business activities. The NRC also took note of the continued
and requirements. Each director was The peer evaluation addressed issues in-depth and open discussions at
asked to return written responses on the such as whether a director continued Board and Board Committee meetings.
Board’s performance for the year and to contribute effectively, the dedication In addition to the above, the NRC
of the performance of each of the other and commitment demonstrated as assessed the performance of the CEO,
directors which is made known only to well as whether insightful issues were Mr Koh Ban Heng, for the financial year
the NRC chairman, Mr Bertie Cheng raised. The evaluation parameters for 2007 according to the performance
and Board Chairman, Mr Choo Chiau the 2007 Board performance review criteria approved by the NRC earlier in
Beng. As part of its ongoing efforts to had been updated to incorporate the the year. The NRC feedback on Mr Koh’s
keep current with corporate governance guidelines and directions of the Code performance was considered against the
developments, for the 2007 Board and the feedback received from the backdrop of the business environment
performance review, the NRC updated previous year’s evaluation exercise. of 2007 before deciding on the variable
the evaluation questionnaire with new These factors are also taken into component in his remuneration.
consideration for re-appointments.
The policy is supported by the Role of NRC in SPC’s consultants to advise and recommend
Company’s performance review and Remuneration Policy the latest trends and best practices
assessment programme. This programme The NRC is responsible for determining in executive remuneration philosophy.
provides a platform for the Company SPC’s remuneration policy on executive SPC’s management, in consultation
and its employees to set performance remuneration and for setting the with the NRC, plans and introduces
goals and targets at corporate, Group remuneration packages for individual new measures to the Company’s
and individual levels; identify strengths directors and senior management. The remuneration practices to enhance its
and weaknesses of processes and committee undertakes a critical role in competitiveness in attracting, motivating
capabilities as well as establish initiatives ensuring that the remuneration and pay and retaining talent, and aligning
to address competency gaps. Goals compositions for individual directors and employees’ interest to that of
and targets are set using the balanced senior management are competitive and the Company’s stakeholders.
scorecard (BSC) matrix comprising reflect the varying degree of roles
financial imperatives, customer service and contributions. The NRC, in addition to its principal
values, internal processes and human functions, also reviews appointments,
resource capabilities. Managers and In the spirit of good corporate promotions and succession plans
their respective group leaders meet governance, the NRC engaged of senior management. The NRC
regularly to discuss progress status and an independent consultant in also reviews and endorses SPC
action plans towards achieving their 2007 to undertake a review on the management’s development plans of the
performance goals and targets as well as competitiveness of the remuneration Company’s high potential individuals.
setting directions for enhancements and package for the Company’s directors This is to ensure that the Company has a
modifications of business and corporate relative to related industry and readily available pool of talents for future
processes, models, and practices to companies with comparable market leadership renewal to ensure continued
keep pace with challenges in the market capitalisation. The NRC reviewed the success of the Group.
place. This will conclude in a formal consultant’s report and decided to
year-end performance assessment retain the Company’s current Remuneration of
for each employee across all levels. remuneration structure for directors. Non-Executive Directors
The performance ratings are built into Non-executive directors do not have
the performance incentive matrix for The NRC leverages the Group’s any service contracts with the Company.
consideration by the Company’s senior performance and assessment review to Their terms of appointment are
management for performance determine the performance reward for governed by the Company’s Articles of
rewards purposes. the CEO and senior management. The Association and the requirements of
committee periodically engages external the Listing Manual.
* Excludes share options and awards under the Restricted Share Plan which are disclosed in the Directors’ Report.
#
The total fee (rounded to the nearest thousand) is subject to shareholders’ approval at the AGM for the financial year 2007.
∏
The Executive Director is compensated in his executive compensation package.
Note: The proposed basic director’s fee is $20,000 per annum same as in 2006.
Variable or
Performance Restricted/
Remuneration Band & Base/Fixed Related Income/ Share Options Performance
Name of Key Executive Salary Bonuses in 2007 § Share Plan*
(%) (%) (%)
$2,500,000 to $2,749,999
Koh Ban Heng 22 30 0 48
$1,250,000 to $1,499,999
Jee-Theng Tony Tan 31 29 0 40
$1,000,000 to $1,249,999
Lee Chiang Huat 28 26 0 46
Chris Keong Poh Guan 28 25 0 46
Woo Siew Cheng 28 25 0 47
Helen Chong (nee Chia Foong Lan) 27 23 0 50
$500,000 to $749,999
Foo Jang See 22 30 0 48
§ In 2007, no share options were issued and vested pursuant to the Scheme.
* 2004 RSP awards – 1st tranche released in 2005, 2nd tranche in 2006 and 3rd tranche in 2007. Share valued at $4.20 on contingent award date.
2005 RSP awards – 1st tranche released in 2006, 2nd tranche in 2007 and 3rd tranche vests in 2008. Share valued at $5.75 on contingent award date.
2006 RSP awards – 1st tranche released in 2007, 2nd tranche vests in 2008 and 3rd tranche is scheduled to be vested in 2009. Share valued at $5.00 on contingent award date.
2007 RSP awards – 1st tranche released and vests in 2008, 2nd tranche is scheduled to be vested in 2009 and 3rd tranche in 2010. Share valued at $5.75.
2004 PSP contingent award – Vesting of the performance shares subject to achievement of pre-determined performance targets for the 3-year cycle (2004 – 2006).
Vested in 2007. Share valued at $3.70 on contingent award date.
2005 PSP contingent award – Vesting of the performance shares subject to achievement of pre-determined performance targets for the 3-year cycle (2005 – 2007).
Shares vest in 2008. Share valued at $4.98 on contingent award date.
2006 PSP contingent award – Vesting of the performance shares subject to achievement of pre-determined performance targets for the 3-year cycle (2006 – 2008).
Shares are scheduled to be vested in 2009. Share valued at $5.00 on contingent award date.
2007 PSP contingent award – Vesting of the performance shares subject to achievement of pre-determined performance targets for the 3-year cycle (2007 – 2009).
Shares are scheduled to be vested in 2010. Share valued at $5.75 on contingent award date.
Non-executive directors are paid an There is no employee in the SPC Group Remuneration of Key Executives
annual basic retainer fee with additional who is an immediate family member of The NRC applies a stringent
fees for serving on Board Committees. a director on the SPC Board, or CEO, performance focused remuneration
They are participants in the Restricted and whose remuneration exceeded philosophy to the remuneration for key
Share Plan (RSP) of the Company. $150,000 during the year. executives. The remuneration package
Non-executive directors are required to for each financial year varies and is
hold the awarded shares for three years Details of awards of share options and largely governed by the extent to which
or the duration of their term as Board shares under the SPC Share Option performance targets of the Group are
members, whichever is shorter. Scheme 2000 (the Scheme) and the achieved. In essence, it comprises the
RSP and Performance Share Plan fixed and variable performance based
A breakdown, showing each director’s (PSP) (collectively, the Share Plans) components. This same principle is also
fee proposed for the year 2007 is in to the CEO/Executive Director and applied across all levels of employees.
Table 4. The table also reflects the fees non-executive directors are described
paid to directors for the year 2006. in the Directors’ Report to the Financial The fixed component is made up of
Statements. The Scheme was the base salary and the annual wage
The CEO, Mr Koh Ban Heng, also an suspended in 2004 with the launch of supplement of one month salary. The
Executive Director, is remunerated as a the RSP and PSP schemes. variable performance based component
member of management and does not is made up of an annual performance
receive director’s fees. bonus and share grants. The awards of
these variable incentives are based on awarded contingent restricted shares the NRC and would vest in the year
the extent of the corporate and individual linked to corporate targets for PATMI immediately following the end of the
performance achievements relative to and ROCE approved by NRC. The performance period.
pre-determined goals. release of an award is determined by
the extent to which the targets for these In line with the ownership philosophy, the
The level and mix of remuneration of key measures have been achieved and the CEO and key executives are required to
executives is disclosed in Table 5. contributions and performance of the hold a significant percentage, ranging
individual in achieving these targets. The from 30% to 50% of the total PSP and
SPC Annual Performance Bonus, award is vested annually over a period of RSP awards vested during their tenure
RSP and PSP three years beginning in the year in which with the Company, based on seniority.
SPC’s success in motivating employees it is released.
and inculcating a mindset of engagement The number of new shares to be issued
and ownership is largely attributed to the The PSP is a long-term incentive to under the Share Plans and the Scheme
short-term, annual performance bonus motivate and drive the CEO and key is subject to the existing maximum
and long-term share ownership incentive executives to grow the Company to the limit of 15% of the Company’s total
schemes adopted by the Company. next performance level. As members of issued share capital, as approved
the Company’s management team, they by shareholders.
The annual performance bonus is are challenged to apply their leadership
intended to motivate employees and business capabilities to grow and The Share Plans were approved by
to consistently deliver high levels strengthen the Company’s financial shareholders on 27 April 2004 and will
of performance. Bonus payouts to performance. The PSP awards are be in force for a period of up to 10 years
employees are based on corporate and based on pre-determined performance unless extended for further periods with
individual performance relative to the targets, covering a three-year period, the approval of shareholders at a general
achievement of performance targets set on several financial performance meeting and subject to any other relevant
set at the start and during the course measures. For the 2007 PSP awards, approvals that may be required.
of the year. The performance incentive the measures were weighted on the EVA
awards are managed and moderated spread, average EPS and absolute TSR In February 2007, 1,047,600 shares
at the corporate level by the CEO and as a multiple of Cost of Equity for the were vested in tranches pursuant to the
members of senior management. performance period of 2007 to 2009. Company’s RSP awards in consideration
The PSP awards would be determined of performance for 2004, 2005 and
The RSP serves to encourage a by the extent to which the targets for the 2006. There were also 560,400 shares
culture of ownership and engagement measures are achieved. The performance vested pursuant to the Company’s
amongst SPC employees. They are share awards would be confirmed by PSP awards in consideration for the
Table 6 RSP and PSP awards for employees vested in the year ended 31 December 2007
Remaining Remaining
Type of RSP/PSP For performance Tranche of No. of tranche of shares No. of shares
awards for employees in year shares vested shares vested* to be vested to be vested To vest
* Approximate representation of the Company’s issued share capital as at 31 December 2007: {based on 514,708,357 shares after deducting 1,598,000 treasury shares, i.e.
516,306,357 – 1,598,000 = 514,708,357}
The AC reviews and ensures compliance to report suspected reportable conduct (IPT) and quarterly, half-yearly and full
with the requirements of the Listing including a direct channel to the General year financial statements.
Manual which pertains to the AC’s Manager, Internal Audit and/or the AC
functions and follows the guidelines set chairperson. This policy is intended SPC believes a periodic rotation of
out in the Code when performing its to facilitate the reporting in good faith external auditors will serve to further
duties and responsibilities. by employees and relevant external enhance its corporate transparency
parties of suspected reportable conduct while providing a fresh perspective in
The AC meets four times annually and while maintaining confidentiality of the the review of the Company financial
holds additional meetings when required, information and the identities of the statements and systems of internal
in order to assist the Board to fulfill its persons involved in resultant reviews. control.
fiduciary and statutory responsibilities It also aims to protect, to the extent
relating to financial management reasonably practicable, the whistleblower In selecting the external auditors for
and corporate accountability to and persons involved in reviews initiated 2007, the AC evaluated four international
the shareholders of SPC. The AC under this policy, against reprisals. accounting firms on the basis of pre-
communicates through electronic This policy forms part of the SPC Code determined criteria and selected
methods in addition to their meetings. of Conduct. Deloitte & Touche.
The Board has found the AC to possess
the appropriate skills and qualifications The AC maintains open lines of Pursuant to the requirements of the
to discharge its responsibilities. The communication among the Board Code, the AC reviewed the non-audit
members of the AC have financial, members, management, the Company’s services provided by the external
accounting, business and legal internal and external auditors, to auditors, Messrs Deloitte & Touche
backgrounds to fulfill their function and exchange views and information as well during 2007, and had received
responsibilities. The AC met five times as to affirm their respective roles and confirmation of their independence. The
in 2007. responsibilities. AC was satisfied with the independence
and the objectivity of the external
The Company had in 2005, established a The AC is supported in its functions by auditors and had recommended to the
Whistleblower Policy for the SPC Group the internal and external auditors. During Board their re-appointment as external
which provides whistleblowers with the year, the AC reviewed the SPC auditors for the year 2008, at a fee to be
clearly defined channels and processes Group’s Interested Person Transactions determined at a later date.
AUDIT COMMITTEE
The AC comprises four independent directors, Dr Chin Wei-Li, Audrey Marie (chairperson), Messrs Bertie Cheng Shao Shiong,
Geoffrey John King and Goon Kok-Loon. Effective 30 January 2008, as part of a rotational change, the Board appointed
Goon Kok-Loon as the new chairman. The AC’s principal functions are summarised as follows:
(1) Reviews and ensures compliance with the requirements of the Listing Manual pertaining to the AC’s functions.
(2) Follows the guidelines set out in the Code when performing its duties and responsibilities, wherever possible.
(3) Reviews Interested Person Transactions.
(4) Reviews reports received pursuant to the provisions of the SPC Whistleblower Policy and undertakes the proceedings
as prescribed.
(5) Reviews with the internal and external auditors their respective audit plans, scope, reports, findings and actions taken
by management.
(6) Serves as an independent party to review the financial statements presented by management to shareholders, regulators
and the general public.
(7) Reviews the independence of the external auditors annually and recommends the appointment and remuneration of the
external auditors.
(8) Maintains, by holding regular meetings, open lines of communication with the Board, the internal and external auditors to
exchange views and information as well as to affirm their respective roles and responsibilities.
(9) Investigates any matter within its terms of reference, with full access to and co-operation by management and full discretion
to invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its
functions properly.
promptly and within the prescribed portfolio, through corporate updates Shareholders are given timely
periods. In addition to the issue of the and information dissemination forums notice of the Company’s AGM and
Notice of AGM together with the Annual including SIAS Corporate Profile accordingly, the opportunity to attend
Report, the Notice is also advertised in a Seminar. The SIAS’ programme or be represented at the Meeting. The
major local newspaper and posted on the successfully enabled SPC to elevate Company’s Articles of Association
Company’s website. its corporate profile among retail allows a member of the Company to
investors during the year. vote in absentia by appointing a proxy
In the spirit of corporate transparency, to attend and vote on his behalf while
SPC voluntarily issues SGXNet Apart from the issuance of corporate the Singapore Companies Act provides
announcements of significant updates and meetings held as part of its a corporate shareholder with the option
transactions, notwithstanding that some proactive communications platform with to appoint a corporate representative to
of these transactions may not require shareholders, SPC’s investor relations attend and vote on its behalf.
disclosure. These voluntary efforts are in team is contactable by electronic mail
line with the Company’s commitment to or telephone to provide clarifications Each year, the Chairman presides over
engage in open and fair communication on corporate information in the public the AGM and is accompanied by fellow
with its stakeholders. domain with due consideration to Board members, the CEO, the CFO, the
SGX-ST’s rules on fair disclosure and Company Secretary, the Internal Auditor
Apart from open and fair communication, ensuring a level playing field for investors. and other key executives. The external
SPC provides investors, both institutional auditors, Messrs Deloitte & Touche are
and retail, with clear, balanced and In 2007, SPC re-designed its corporate also present to address queries from the
useful information to aid them in their website and created a dedicated shareholders. The chairpersons of the
investment decisions. Specific to “Investor Centre” section to cater to AC and NRC have consistently been
corporate development updates and the information needs of the investing present at the AGMs.
direction, the Company furnishes public. Designed to ensure that investors
project details, essential background and the interested public have good At the Meeting, the Chairman discusses
information including future activities and and regular access to information, the the progress and performance of the
plans. SPC’s financial statements are Investor Centre serves as a one-stop SPC Group and encourages meaningful
accompanied by analyses of business web-based communication centre and effective shareholders participation.
performances, discussions of prevailing complete with corporate press releases, Directors and management also
operating conditions as well as outlook annual reports, financial calendar, endeavour to address all issues raised.
for the year. corporate directory and corporate
governance guidelines. SPC’s share The Company adopts separate
SPC has a proactive investor relations price information is also provided here, resolutions on each distinct issue
programme to foster rapport with with share price information and related presented to shareholders and voting
analysts, fund managers and the security information displayed via a live is taken systematically with proper
investing community. The CEO, Chief data-feed from SGX-ST. recording of the votes cast and the
Financial Officer (CFO) and the investor resolutions adopted. The Company’s
relations team conduct regular meetings SPC recognises the importance of practice is consistent with the Code’s
and conference calls with analysts sound corporate governance in creating recommendation that companies avoid
and investors, local and overseas, and long-term stakeholder value. Emphasis “bundling” resolutions unless the
participates in conferences organised on high corporate governance standards resolutions are interdependent and linked
by brokerage firms. has been a key pillar in enhancing the so as to form one significant proposal.
status and position of the SPC Group in
Actively engaging its retail investors as Singapore and internationally. Minutes of general meetings of the
well, 2007 saw SPC partnering with Company are available to shareholders
SIAS in its Shareholder Communication Greater Shareholder Participation upon their requests as provided under
Services Programme. This Programme Principle 15 the Companies Act.
is aimed at equipping retail investors The Company is guided by the
with essential investment insights and provisions of the Code with regard to Over the past years, SPC has witnessed
skills to better manage their investment communication with shareholders. an increase in attendance at its AGMs. In
2007, a total of 293 voting shareholders
and proxies attended the meeting.
OTHER CORPORATE
GOVERNANCE MATTERS
Dealing in Securities
In keeping with high standards of
corporate governance, the Group has
adopted the SGX-ST’s best practices
guide with regard to dealings in the
securities of the Company.
ENRICHING CULTURE
Since its early years, SPC has been an
enthusiastic supporter of the Singapore
Symphony Orchestra (SSO). Besides
sustained support for the SSO’s
musician chair, SPC also sponsored
its China Tour in 2007 where local
musicians performed in five Chinese
cities. Other cultural activities that SPC
lends its support include the Singapore
Chinese Orchestra and the Majlis Pusat
Cultural Night.
the key fundamentals in leading and motivate employees to strive for with the Singapore Cancer Society
managing successful businesses. higher performance. and held cancer awareness talks for
staff. Employees donated generously
The Company’s development of its The Company’s performance to provide financial assistance to needy
potential future leaders was also effected management system was enhanced cancer families and cancer survivors.
through the rotation of several senior to enable more efficient and effective Employees also sponsored and
managers to manage different portfolios. review discussions between employees organised a successful and fun-filled
These rotations exposed employees and their managers. This system will weekend outing for 60 cancer patients
to different business complexities be further enhanced as the Company to Sentosa. SPC also shared Christmas
and challenges, thus deepening the embarks on the online platform. cheer through the Salvation Army
leadership and bench strength of the donation programme.
management echelon. EMPLOYEE WELLNESS
SPC emphasises the importance of SPC initiated and enhanced its HR
The Leadership Forum, launched in employee engagement. The Company strategies during the year to build,
2006, continued to gain momentum believes that work-life balance motivate and retain its people. The
in 2007. Participants were focused on programmes enable employees to better Group will continue to create and sustain
creating and defining the framework and manage work goals and family needs. a high performance culture to take SPC
core drivers to foster a highly engaged to the next level and deliver more value.
workforce in SPC. In 2007, the Company organised events
such as the Dinner & Dance, Family
The Company also reviewed its succession Day at the Zoo, a weekend getaway to
plan with the Nominating and Remuneration Phuket, movie treats for employees and
Committee. High potential staff were family members, salsa dancing and wine
identified for further leadership appreciation classes to foster greater
development. interaction and camaraderie in the
SPC family.
PERFORMANCE AND
REWARDS ALIGNMENT SPC encouraged corporate social
The Company’s performance recognition responsibility among employees
philosophy and pay-for-performance through partnerships with charitable
incentive programmes continued to organisations. The Company collaborated 1. SPC’s Magical Dinner & Dance Nyte.
SPC Refining Company SPC E&P (China) Pte. Ltd. Sino-American Energy LLC
Pte. Ltd. (Singapore) 100% (Singapore) 100% (Texas, USA) 4 100%
41 Jalan Buroh Singapore 619488 Leasehold (23 years unexpired) 37,020.00 Bulk Storage Plant
52 Penjuru Road (Lot A13794) Singapore 600000 Leasehold (16 years unexpired) 3,969.00 Barge Ramp Facilities
Pulau Sebarok Leasehold (12 years unexpired) 75,126.00 Oil Storage Terminal
31 Adam Road Singapore 289896 Leasehold (20 years unexpired) 656.30 Service Station
462 Balestier Road Singapore 329837 Freehold 1,319.50 Service Station
331 Bukit Timah Road Singapore 259717 Freehold 1,449.80 Service Station
337 Changi Road Singapore 419810 Freehold 1,335.40 Service Station
260 Dunearn Road Singapore 299542 Freehold 1,552.80 Service Station
397 Havelock Road Singapore 169630 Leasehold (22 years unexpired) 1,980.70 Service Station
120 Hougang Avenue 2 Singapore 538858 Leasehold (25 years unexpired) 2,256.00 Service Station
3800 Jalan Bukit Merah Singapore 159464 Leasehold (26 years unexpired) 2,367.10 Service Station
1 Jalan Leban Singapore 577546 Freehold 1,343.00 Service Station
100 Jurong West Avenue 1 Singapore 649519 Leasehold (11 years unexpired) 1,774.10 Service Station
132 Killiney Road Singapore 239562 Freehold 752.50 Service Station
429 Macpherson Road Singapore 368140 Freehold 1,360.50 Service Station
710 Mountbatten Road Singapore 437734 Leasehold (21 years unexpired) 1,600.10 Service Station
158 Pasir Panjang Road Singapore 118555 Freehold 1,487.80 Service Station
11 Pasir Ris Drive 4 Singapore 519456 Leasehold (15 years unexpired) 2,020.00 Service Station
264 Queensway Singapore 149062 Leasehold (18 years unexpired) 1,207.80 Service Station
588 Sembawang Road Singapore 758448 Leasehold (999 years tenure) 948.40 Service Station
1 Swanage Road Singapore 437168 Freehold 1,548.10 Service Station
327 Thomson Road Singapore 307673 Freehold 1,296.00 Service Station
180 Toa Payoh Lorong 6 Singapore 319381 Leasehold (27 years unexpired) 2,322.00 Service Station
16 Tuas Road Singapore 637597 Leasehold (23 years unexpired) 2,400.00 Service Station
157 Upper East Coast Road Singapore 455253 Freehold 2,186.10 Service Station
849 Upper Serangoon Road Singapore 534686 Freehold 1,131.50 Service Station
98 Upper Thomson Road Singapore 574330 Freehold 955.80 Service Station
76 Yio Chu Kang Road Singapore 545570 Freehold 958.00 Service Station
599 Yishun Ring Road Singapore 768683 Leasehold (15 years unexpired) 1,993.00 Service Station
100 Punggol Central Singapore 828839 Leasehold (30 years) 1,999.00 Service Station
The year saw continuing robust demand from China, India and increasingly from the Middle-East where an investment and
construction boom fuelled demand. Global refining capacity remained constrained amid geopolitical tensions and supply
uncertainties. Coupled with speculative hedge fund activities global crude and product prices climbed to unprecedented highs.
The Group’s total crude and product sales volume was 78.3 million barrels in 2007, marginally lower than the 80.3 million barrels in
2006. Realisations were higher at an average US$74.37 per barrel compared to US$66.69 per barrel for 2006.
The Group’s activities are segmented into Downstream and Exploration & Production (E&P) businesses. With the principal
operations headquartered in Singapore, Downstream continued to be the main contributor to the Group and recorded $8.6 billion
and $523.2 million respectively in segmental revenue and operating profit. The E&P segment enlarged its footprint into China and
Australia during the year. With first oil production from the Indonesian Oyong field and additional production from China’s Bohai
fields, E&P segmental revenue increased from $49.2 million in 2006 to $145.1 million in 2007, while the segmental operating profit
increased from $14.6 million in 2006 to $52.4 million in 2007. Refer to Note 37 to the Financial Statements for details of the
Group’s segment information.
Gross profit of $747.1 million in 2007 was an unprecedented record achievement for the Group, 45.5% higher than the gross profit
of $513.6 million in the previous year. Despite the scheduled maintenance of SRC CDU No. 1 during the second quarter, the
refinery achieved an overall average utilisation of more than 97%. An average refining margin of about US$7.00 per barrel was
achieved for the year. The Group managed to capture high margin sales and trading volumes despite the highly volatile oil market.
As oil prices ended higher at the end of the year, the Group was not required to provide for inventory write-down as at year end
2007.
Along with business expansion, the Group maintained effective control over operating expenses amid rising costs. Operations,
selling and marketing, as well as general administrative expenses increased 2.9% from 2006 to $194.7 million in 2007. A one-off
divestment gain of $17.7 million was also recorded from the disposal of overseas business ventures in the first half-year.
Finance income increased 12.3% from the previous year to $13.4 million due to higher deposits while finance expenses increased
13.3% to $38.6 million due to higher borrowings. The Group’s borrowings were mainly denominated in US dollar on a short-term
floating basis to match specific funding requirements which were mainly working capital in nature. With US dollar rates on the down
trend and a weakening US dollar, the Group will maintain the bulk of its borrowings in US dollar as a hedge against the weak dollar.
The Group’s share of results of associates and joint ventures totalled $13.5 million in 2007, an improvement over $11.3 million in
2006.
The Group ended the year with a higher profit before tax of $581.4 million, an increase of 71.8% over $338.5 million for the
preceding year. Tax expenses were higher on the back of higher pretax profits and also higher taxes for Exploration & Production
revenue.
2007 marked the Group’s best performance to date with a record PATMI of $508.3 million. Basic earnings per share improved
78.5% to 98.79 cents. Diluted earnings per share after taking into account the dilution effect of share options under the SPC Share
Option Scheme also improved 78.8% to 98.74 cents.
The Group’s total liabilities of $2.5 billion as at 31 December 2007 comprised mainly higher trade payables and higher short-term
borrowings for working capital requirements and investments.
Shareholders equity of $1.8 billion at year-end was 14.0% higher compared to $1.6 billion as at 31 December 2006, due mainly
to higher retained earnings. During the year, the Group paid an interim dividend of 20 cents per share amounting to $103.1 million
(see Note 33). The Group bought back 1,412,000 ordinary shares and treated these as treasury shares for the SPC Share Plans.
As at the end of the year, the Group held 1,598,000 treasury shares out of the issued share capital of 516,306,357 ordinary shares.
As at year end 2007, the Group’s current ratio (current assets over current liabilities) and net gearing ratio (net borrowings over
shareholders equity) were 1.17 and 0.20 respectively, compared to 1.36 and 0.01 respectively for the previous year.
The directors present their report to the members together with the audited consolidated financial statements of the Group, balance
sheet and statement of changes in equity of the Company for the financial year ended 31 December 2007.
Directors
The directors of the Company in office at the date of this report are as follows:
# Details of directors’ interest in share options are set out in the “Share options” section below.
* Mr Koh Ban Heng is deemed to have an interest of up to an aggregate of 850,000 ordinary shares in SPC comprised outstanding awards granted under the Restricted Share
Plan and Performance Share Plan, and subject to certain pre-determined performance criteria and other terms and conditions being met. These ordinary shares have not been
vested as at 31 December 2007. Mr Koh is also deemed to have an interest in 150,000 ordinary shares in SPC, held by his spouse.
§ Mr Bertie Cheng Shao Shiong is deemed to have an interest in 125,500 ordinary shares in SPC held in the name of Hong Leong Finance Nominees Pte Ltd.
Share options
(a) SPC Share Option Scheme 2000 (the “Scheme”)
The Scheme is administered by the Nominating and Remuneration Committee (the “NRC”) whose members are:
There were no options granted during the financial year to subscribe for unissued shares of the Company. Particulars of
options granted in 2000, 2001, 2002, 2003 and 2004 were set out in the Directors’ Reports for the respective financial
years.
No other options were granted by the Company or any subsidiary during the financial year.
(i) Details of the movement of directors’ share options during the financial year are set out below:
At beginning Granted Exercised Forfeited At end
SPC Share Option of the during the during the during the of the Exercise
Scheme 2000 financial year financial year financial year financial year financial year price Exercise Period
Chief Executive Officer/
Executive Director
Koh Ban Heng 320,000 - (320,000) - - $1.57 5.2.2006 – 3.2.2014
1/2004
Non-Executive Directors
Geoffrey John King 34,000 - (34,000) - - $1.57 5.2.2006 – 3.2.2009
1/2004
354,000 - (354,000) - -
(ii) Details of directors’ share options since the commencement of the Scheme up to the end of the financial year are set
out below:
351,000
The above-mentioned options do not entitle the holders of the options, by virtue of such holdings, to any right to participate
in any share issue of any other company.
(c) Other information required by the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the Singapore
Companies Act (“Companies Act”)
Pursuant to Rule 852 of the Listing Manual of the SGX-ST and Section 201(12)(a) of the Companies Act, other than as
disclosed elsewhere in this report, it is reported that during the financial year:
(i) No options have been granted to controlling shareholders of the Company or their associates.
(ii) No key management or employee has received 5% or more of the total number of options available under the
Scheme.
(iii) No director or employee of the Company and its subsidiaries has received 5% or more of the total number of options
available to all directors and employees of the Company and its subsidiaries under the Scheme.
(v) No shares of the Company were allotted and issued by virtue of the exercise of options to take up unissued shares
of the Company or any subsidiary.
Details regarding directors’ interest may be obtained in accordance with Section 164(8) and (9) of the Singapore Companies Act.
Share plans
The NRC administers the SPC Restricted Share Plan (“RSP”) and Performance Share Plan (“PSP”) (collectively referred to as the
“Share Plans” and each as a “Share Plan”) which were approved by shareholders of the Company on 27 April 2004.
(a) RSP
The RSP is part of the Company’s share-based incentive scheme for employees. Contingent restricted shares are intended
to be awarded annually, based on pre-determined corporate targets. After the end of the annual period, the award of
the restricted shares will be computed, based on the extent to which the performance targets at the corporate level, the
individual’s Key Performance Indicator achievements and competency ratings have been achieved. The other terms and
conditions include the prevailing personnel policies, the decisions and guidelines of the NRC and all other relevant factors
and circumstances, including the performance record, and relevant laws and regulations. If the performance targets of
the stipulated measures are fulfilled at the end of the annual period, generally, the duly determined quantum of shares is
expected to vest annually in tranches over a three-year release schedule.
Refer to Note 30(c) of the notes to the financial statements for details on the RSP awards.
Refer to Note 30(c) of the notes to the financial statements for details on the PSP awards.
Under both Share Plans, participants will receive fully paid shares, their equivalent cash value or combinations thereof, free of
charge, provided that pre-determined performance targets, stipulated measures and conditions are met. Under the Share Plans, the
NRC has the flexibility to allot and issue and deliver new shares or purchase and deliver existing shares upon vesting of the awards.
Award/
Contingent
As at beginning Award granted Vested As at
of the during the during the Forfeited/ end of the
Name of Director financial year financial year financial year cancelled financial year
Non-Executive Directors
Contingent
As at beginning Award granted Vested As at
of the during the during the Forfeited/ end of the
Name of Director financial year financial year financial year cancelled financial year
Chief Executive Officer/Executive Director
Audit committee
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, as well as the
relevant sections of the Listing Manual, the Code of Corporate Governance and the Best Practices Guide of the SGX-ST.
The Audit Committee has recommended to the directors the nomination of Deloitte & Touche for re-appointment as external
auditors of the Group at the forthcoming Annual General Meeting of the Company.
Corporate governance
The Board has issued a Corporate Governance Report in the 2007 Annual Report of the Company.
29 February 2008
(a) the consolidated financial statements of the Group, balance sheet and statement of changes in equity of the Company as
set out on pages 79 to 134 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the
Company as at 31 December 2007, the results of the business, changes in equity and cash flows of the Group and changes
in equity of the Company 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.
29 February 2008
We have audited the accompanying financial statements of Singapore Petroleum Company Limited (the “Company”) and its
subsidiaries (the “Group”) which comprise the balance sheets of the Group and the Company as at 31 December 2007, the
consolidated income statement, the statements of changes in equity and the cash flow statement of the Group and the statement of
changes in equity of the Company for the year then ended, and a summary of significant accounting policies and other explanatory
notes, as set out on pages 79 to 134.
The financial statements for the year ended 31 December 2006 were audited by another auditor whose report dated 28 February
2007 expressed an unqualified opinion on those financial statements.
Directors’ Responsibility
The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with
the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility
includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
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 from 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 auditor’s 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 controls relevant
to the entity’s 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 entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by directors, 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.
Opinion
In our opinion,
(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the
Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards
so as to give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2007 and of
the results and changes in equity and cash flows of the Group and changes in equity of the Company for the 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 auditors have been properly kept in accordance with the provisions of the Act.
29 February 2008
THE GROUP
2007 2006
Notes $’000 $’000
ASSETS
Current assets
Cash and bank balances 11 475,090 421,218 412,945 383,477
Trade and other receivables 12 1,357,532 997,426 1,786,902 1,121,279
Inventories 13 901,301 534,689 877,622 514,422
Financial assets 14 - 3,144 - 3,144
Derivative financial instruments 15 7,753 4,575 7,753 4,575
Other assets 16 22,465 20,072 4,343 3,974
2,764,141 1,981,124 3,089,565 2,030,871
Non-current assets
Restricted cash deposit 11 4,324 - - -
Investments in associates and joint ventures 17 126,674 141,154 107,925 107,925
Investments in subsidiaries 18 - - 147,903 153,903
Financial assets 14 30,199 8,430 25,116 4,340
Intangible exploration assets 20 119,528 108,493 - -
Property, plant and equipment 21 1,214,576 849,093 715,226 729,315
Loan to an investee company 26 48,710 51,888 - -
1,544,011 1,159,058 996,170 995,483
Non-current liabilities
Provision for asset retirement obligations 2,046 - - -
Provision for retirement benefits 29 6,973 6,419 6,973 6,419
Deferred income tax liabilities 9(c) 149,858 104,399 75,851 91,131
Other non-current liabilities 152 162 - -
159,029 110,980 82,824 97,550
Foreign Attributable
currency to equity
Share Treasury Capital translation Other Retained holders of Minority Total
Notes capital shares reserve reserve reserves earnings the Company interests equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Balance as at 1 January 2007 617,278 (8,140) 1,182 (17,423) 14,477 963,061 1,570,435 - 1,570,435
Fair value gains on financial assets,
available-for-sale 32 - - - - 2,909 - 2,909 - 2,909
Currency translation differences - - - (12,390) - - (12,390) - (12,390)
Net (losses)/gains recognised
directly in equity - - - (12,390) 2,909 - (9,481) - (9,481)
Net profit - - - - - 508,391 508,391 (50) 508,341
Total recognised (losses)/gains - - - (12,390) 2,909 508,391 498,910 (50) 498,860
Purchase of treasury shares 30 - (7,583) - - - - (7,583) - (7,583)
Employee share awards and
share options scheme:
- Value of employee services 32 - - - - 11,155 - 11,155 - 11,155
- Transfer between reserves for
share awards/options - 7,326 - - (7,873) 547 - - -
Arising on acquisition of a
subsidiary company 18 - - - - - - - 500 500
Issue of shares 30 861 - - - - - 861 - 861
Dividend relating to 2006 paid 33 - - - - - (283,735) (283,735) - (283,735)
Balance as at 31 December 2007 618,139 (8,397) 1,182 (29,813) 20,668 1,188,264 1,790,043 450 1,790,493
Balance as at 1 January 2006 571,216 - 1,182 (1,252) 11,228 843,478 1,425,852 - 1,425,852
Fair value gains on financial assets,
available-for-sale 32 - - - - 62 - 62 - 62
Currency translation differences - - - (16,171) - - (16,171) - (16,171)
Net (losses)/gains recognised
directly in equity - - - (16,171) 62 - (16,109) - (16,109)
Net profit - - - - - 284,569 284,569 - 284,569
Total recognised (losses)/gains - - - (16,171) 62 284,569 268,460 - 268,460
-
Purchase of treasury shares 30 - (8,140) - - - - (8,140) (8,140)
Employee share awards and
share options scheme:
- Value of employee services 32 - - - - 10,926 - 10,926 - 10,926
Issue of shares 30 44,126 - - - (5,803) - 38,323 - 38,323
Convertible bonds - equity component 32 1,936 - - - (1,936) - - - -
Dividend relating to 2005 paid 33 - - - - - (164,986) (164,986) - (164,986)
Balance as at 31 December 2006 617,278 (8,140) 1,182 (17,423) 14,477 963,061 1,570,435 - 1,570,435
An analysis of the movements in each category within “other reserves” is presented in Note 32.
An analysis of the movements in each category within “Other reserves” is presented in Note 32.
2007 2006
Notes $’000 $’000
Operating activities
Net profit 508,341 284,569
Adjustments for:
- Income tax 73,058 53,907
- Depreciation of property, plant and equipment 91,202 55,662
- Dividend income 4 (276) (301)
- Finance income 5 (13,373) (11,911)
- Interest expense 6 32,438 30,777
- Share-based payment expense 7 11,155 10,926
- Financial assets at fair value through profit and loss 4 (133) 133
- Impairment of investment in joint venture 8 - 5,344
- Loss on disposal and write-off of property, plant and equipment 4 1,048 280
- Gain on disposals of financial assets, at fair value through profit and loss 4 (256) (987)
- Gain on disposals of financial assets, available-for-sale 4 (764) (646)
- Gain on disposal of a joint venture company 4 (5,291) -
- Gain on disposal of an associate company 4 (12,457) -
- Goodwill arising from acquisition of a subsidiary, written off 8 165 -
- (Write-back)/Impairment of trade receivables 8 (1,680) 951
- Drilling expense written off 8 4,414 -
- Exploration expenditure written off 8 - 10,981
- Changes in fair value of derivative financial instruments 15 4,131 19,740
- Share of results of associates (744) (1,938)
- Share of results of joint ventures 17(b) (12,770) (9,379)
Operating cash flow before working capital changes 678,208 448,108
Changes in operating assets and liabilities
- Trade and other receivables (353,175) (106,666)
- Inventories (367,680) 58,791
- Other assets 1,065 3,124
- Trade and other payables 451,163 (15,722)
- Foreign currency translation 18,846 7,043
Cash generated from operations 428,427 394,678
Income tax paid 9(b) (41,532) (19,842)
Net cash provided by operating activities 386,895 374,836
Investing activities
Purchases of financial assets, available-for-sale (31,005) (3,254)
Purchases of other investments - (11,217)
Purchases of exploration assets (21,320) (50,074)
Purchases of property, plant and equipment (80,458) (57,835)
Dividends received from associate/joint venture companies 11,234 8,310
Dividends received from non-associate/joint venture companies 276 301
Interest received 10,727 9,651
Proceeds from disposals of property, plant and equipment 16 -
Proceeds from sale of associate/joint venture 35,101 -
Proceeds from sale of financial assets, at fair value through profit and loss 3,533 8,656
Proceeds from disposals of financial assets, available-for-sale 12,915 699
Proceeds from disposal of interests in production sharing contract - 32,937
Acquisition of subsidiaries, net of cash acquired 18 (329,671) -
Restricted cash deposits 11 (4,140) (17,102)
Net cash used in investing activities (392,792) (78,928)
Financing activities
Proceeds from issuance of ordinary shares 861 4,505
Repayment of borrowings (short-term unsecured bank loans) - (30,000)
Proceeds from short-term borrowings 395,153 80,699
Purchase of treasury shares (7,583) (8,140)
Interest paid (44,743) (28,940)
Dividends paid (283,735) (164,986)
Net cash provided by/(used in) financing activities 59,953 (146,862)
Net increase in cash and cash equivalents 54,056 149,046
Cash and cash equivalents at beginning of the financial year 404,116 255,070
Cash and cash equivalents at end of the financial year 11 458,172 404,116
The accompanying notes form an integral part of these financial statements.
1. General
Singapore Petroleum Company Limited (the “Company”) (Registration Number: 196900291N), is incorporated in Singapore
with its principal place of business and registered office at 1 Maritime Square, #10-10 HarbourFront Centre, Singapore
099253. The Company is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”). The financial statements
are expressed in Singapore dollars.
The principal activities of the Group and of the Company consist of exploring for, developing and producing oil and gas,
petroleum refining, marketing, distribution and trading of crude oil and petroleum products and the provision of administrative
support services.
In the current financial year, the Group and the Company adopted all the new or revised FRSs and Interpretations to FRS
(“INT FRS”) that are relevant to its operations and effective for annual periods beginning on or after 1 January 2007. The
adoption of these new/revised FRSs and INT FRSs does not result in changes to the Group’s and Company’s accounting
policies and has no material effect on the amounts reported for the current or prior years except as disclosed below.
The Group and the Company recognise revenue when the amount of revenue and related costs can be reliably measured,
when it is probable that future economic benefits will flow to the entity and when the specific criteria for each of the sale
transactions are met as follows:
Oil and gas revenues are recognised when produced, lifted or delivered depending on when the title transfers. During
the course of normal operations, the Group and other joint interest owners of oil and gas reserves may take more or
less than their respective ownership share of the volume produced, lifted or delivered. The volumetric imbalances are
monitored over the lives of the wells’ production capability. If an imbalance exists at the time the wells’ reserves are
depleted, cash settlements are made among the joint interest owners under a variety of arrangements.
Revenues from oil and gas production from properties in which the Group has an interest with other producers are
recognised on the basis of the Group’s net working interest (entitlement method).
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement
from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies
in line with those of the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured
at the aggregate of the fair values of assets acquired, liabilities incurred or assumed, and equity instruments issued
by the Group at the date of exchange for control, plus costs directly attributable to the business combination. The
acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS
103 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups)
that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued
Operations, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost
of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is
recognised immediately in income statement.
Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests
which are not owned directly or indirectly by the Group. It is initially measured at the minorities’ share of the fair
value of the subsidiaries’ identifiable assets, liabilities and contingent 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 losses applicable to
the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess
and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority
has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits,
the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of
losses previously absorbed by the equity holders of the Company have been recovered.
Please refer to Note 2.5 for the Company’s accounting policy on investments in subsidiaries.
(b) Associates
Associates are entities over which the Group has significant influence, but not control, generally accompanying a
shareholding of between and including 20% and 50% of the voting rights. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control over those policies.
Investments in associates are accounted for in the consolidated financial statements using the equity method of
accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance
with FRS 105 Non-current Assets Held for Sale and Discontinued Operations.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities
and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill
is included within the carrying amount of the investment and is assessed for impairment as part of that investment.
Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over
the cost of acquisition, after reassessment, is recognised immediately in profit or loss.
Where necessary, adjustments are made to the financial statements of the associates to ensure consistency with
accounting policies of the Group.
Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the
Group’s interest in the relevant associate.
Please refer to Note 2.5 for the Company’s accounting policy on investments in associates.
Investments in joint ventures in the Exploration and Production segment of the Group are through taking participating
interests in various Production Sharing Contracts (“PSC”) and are considered to be jointly controlled assets.
Accordingly, the investments in such joint ventures are accounted for in the consolidated financial statements using
proportionate consolidation method. The Group’s share of the assets, liabilities, income and expenses are combined
with the equivalent items in the consolidated financial statements on a line-by-line basis. Accounting policies of the
PSCs have been changed where necessary to ensure consistency with the accounting polices adopted by the Group.
Investments in other joint ventures are accounted for in the consolidated financial statements using the equity
method of accounting.
Any goodwill arising on the acquisition of the Group’s interest in a jointly controlled entity is accounted for in
accordance with the Group’s accounting policy for goodwill arising on the acquisition of a joint venture. Please refer
to Note 2.4.
Where the Group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent
of the Group’s interest in the joint venture.
Please refer to Note 2.5 for the Company’s accounting policy on investments in joint ventures.
Goodwill on subsidiaries and joint ventures accounted for using the proportionate consolidation method is recognised
separately as intangible assets and carried at cost less accumulated impairment losses. Goodwill on associated companies
and joint ventures accounted for using the equity method is included in the carrying amount of the investment.
On disposal of the subsidiaries, associates or joint ventures, the attributable amount of the goodwill is included in the
determination of the disposal gain or loss to be recognised in the income statement.
Proved and producing oil and gas properties, as well as oil and gas development expenditure such as expenditure for
the construction, installation or completion of infrastructure facilities, platforms, pipelines and drilling of development
wells, are capitalised within property, plant and equipment. Oil and gas development expenditure are classified as
construction-in-progress.
(b)
Depreciation
Depreciation is calculated on a straight-line basis to allocate the costs of property, plant and equipment over their
expected useful lives. The estimated useful lives are as follows:
Leasehold land Lease period (5 to 30 years)
Plant and equipment 31/3% - 331/3%
The residual values and useful lives of property, plant and equipment are reviewed, and adjusted as appropriate,
at each balance sheet date. The effects of any revision of the residual values and useful lives are included in the
income statement for the financial year in which the changes arise.
Fully depreciated assets still in use are retained in the financial statements until they are no longer in use.
For proved oil and gas properties, the capitalised costs are depleted using the units-of-production method by
reference to the ratio of production in the period and the related proved and probable reserves of the field, taking into
account future development expenditure necessary to bring those reserves into production. The estimated reserves
are reviewed at each year-end with changes in reserves being accounted for prospectively.
(d) Disposal
The gain or loss arising on disposal of an item of property, plant and equipment is determined as the difference
between the sale proceeds and its net carrying amount and is taken to the income statement.
Intangible exploration assets, property, plant and equipment and investments in subsidiaries, associates and joint
ventures are reviewed for impairment whenever there is any indication that these assets may be impaired. If any such
indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the
asset is estimated to determine the amount of impairment loss.
For the purpose of impairment testing of these assets, the recoverable amount 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 cash-generating unit (“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 impairment loss is recognised 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 an asset other than goodwill is increased to its revised recoverable amount, provided that this
amount does not exceed the carrying amount that would have been determined (net of 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, unless the asset is carried at revalued amount, in which
case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same
revalued asset was previously recognised in the income statement, a reversal of that impairment is also recognised in
the income statement.
Proved and producing oil and gas properties which are capitalised in property, plant and equipment are assessed
annually or as economic triggering events dictate, for potential impairment. For this purpose, assets are grouped
based on separately identifiable and largely independent CGUs. As changes in circumstances warrant, the net
carrying values of proved oil and gas properties are assessed to ensure that they do not exceed future cash flows
from use or disposal. Where impairment is indicated, the carrying values of proved oil and gas properties are written
down to their fair values, usually determined as the estimated discounted future cash flows.
In the evaluation for impairment of proved oil and gas properties and construction-in-progress, future cash flows are
estimated using risk assessments on field and reservoir performance and include outlooks on proved and probable
reserves, which are then discounted or risk-weighted utilising the results from projections of reservoir characteristics,
production, recovery and economic factors.
(b) Goodwill
Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s CGUs expected to benefit from
synergies of the business combination.
An impairment loss is recognised when the carrying amount of CGU, including the goodwill, exceeds the recoverable
amount of the CGU. The recoverable amount of the CGU is the higher of the CGU’s fair value less cost to sell and
value-in-use.
The total impairment loss 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.
Any impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period.
(b) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and
receivables, held-to-maturity, and available-for-sale. The classification depends on the purpose for which the assets
were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates
this designation at every reporting date. The designation of financial assets at fair value through profit or loss is
irrevocable.
On sale of a financial asset, the difference between the net sale proceeds and its carrying amount is taken to the
income statement. Any amount in the fair value reserve relating to that asset is also taken to the income statement.
Gains or losses arising from changes in the fair value of ‘financial assets, at fair value through profit or loss’, including
interest and dividend income, are presented in the income statement within ‘other gains – net’ in the financial year in
which the changes in fair values arise.
Changes in the fair value of monetary assets denominated in a foreign currency and classified as available-for-sale
are analysed into translation differences resulting from changes in amortised cost of the asset and other changes.
The translation differences are recognised in the income statement, and other changes are recognised in the fair
value reserve within equity. Changes in fair values of other monetary and non-monetary assets that are classified as
available-for-sale are recognised in the fair value reserve within equity, together with the related currency translation
differences.
Interest on financial assets, available-for-sale, calculated using the effective interest method, is recognised in the
income statement. Dividends on available-for-sale equity securities are recognised in the income statement when
the Group’s right to receive payment is established. When financial assets classified as available-for-sale are sold or
impaired, the accumulated fair value adjustments recognised in the fair value reserve within equity are included in the
income statement as “gains and losses from investment securities”.
(g) Impairment
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group
of financial assets is impaired.
Impairment loss is reversed through the income statement. The carrying amount of the asset previously
impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no
impairment been recognised in prior periods.
When there is objective evidence that a financial asset, available-for-sale is impaired, the cumulative loss
that has been recognised directly in the fair value reserve is removed from the fair value reserve within
equity and recognised in the income statement. The cumulative loss is measured as the difference between
the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any
impairment loss on that financial asset previously recognised in income statement.
Impairment losses on debt instruments classified as available-for-sale financial assets are reversed through
the income statement. However, impairment losses recognised in the income statement on equity instruments
classified as available-for-sale financial assets are not reversed through the income statement.
Borrowings which are due to be settled within 12 months after the balance sheet date are presented as current
borrowings even though the original term was for a period longer than 12 months and an agreement to refinance,
or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial
statements are authorised for issue. Other borrowings due to be settled more than 12 months after the balance
sheet date are presented as non-current borrowings in the balance sheet.
The remainder of the proceeds of the bond issue is allocated to the conversion option (equity component), which is
presented in the shareholders’ equity, net of the deferred tax effect. The carrying amount of the conversion option is
not changed in subsequent periods. When a conversion option is exercised, the carrying amount of the conversion
option will be taken to share capital. When the conversion option is allowed to lapse, the carrying amount of the
conversion option will be taken to retained earnings.
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 strategy for undertaking various hedge transactions. The Group also documents
its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as hedging
instruments are highly effective in offsetting changes in fair value or cash flows of hedged items.
The effective portion of changes in the fair value of these interest rate swaps are recognised in the hedging reserve
within equity and transferred to the income statement in the periods when the interest expense on the borrowings
are recognised in the income statement. The gain or loss relating to the ineffective portion is recognised immediately
in the income statement.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The
Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance
sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques,
such as estimated discounted cash flows, are used to determine fair values of the financial instruments.
The carrying amounts of cash and cash equivalents, trade and other current receivables and payables, provisions and other
liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The
fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
2.15 Leases
(a) Finance leases (When a Group entity is the lessee)
Lease of assets in which the Group assumes substantially the risks and rewards of ownership are classified as
finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased
property and the present value of the minimum lease payments. Each lease payment is allocated between the liability
and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental
obligations, net of finance charges, are included as borrowings. The interest element of the finance cost is taken to
the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
When an operating lease is terminated before the lease period has expired, any payment required to be made to the
lessor by way of penalty is recognised as an expense in the financial year in which termination takes place.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a
liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis,
except where another systematic basis is more representative of the time pattern in which economic benefits from
the leased asset are consumed.
Deferred income tax assets/liabilities are recognised for all deductible taxable 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 assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination
and at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates 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.
Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
(i) 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) the tax consequence that would 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 tax are recognised as income or expenses in the income statement for the period, except to
the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred
tax on temporary differences arising from the revaluation gains and losses on land and buildings, fair value gains and losses
on available-for-sale financial assets and cash flow hedges, and the liability component of convertible debts are charged
or credited directly to equity in the same period the temporary differences arise. Deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
The Group recognises the estimated costs of dismantlement, removal or restoration items of property, plant and equipment
arising from the acquisition or use of assets. This provision is estimated using the best estimate of the expenditure required
to settle the obligation, taking time value into consideration.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in the income statement for
the period the changes in estimates arise except for asset dismantlement, removal and restoration costs, which are adjusted
against the cost of the related property, plant and equipment unless the decrease in the liability exceeds the carrying amount
of the asset or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying
amount of the asset or the changes in the liability is recognised in income statement immediately.
The proceeds received net of any directly attributable transaction costs are credited to share capital when the options
are exercised.
Employees with at least 20 years’ of continuous service may be offered a service gratuity in lieu if they retire before the
official retirement age.
Changes in the fair value of monetary securities denominated in foreign currencies classified as available-for-sale are
analysed into currency translation differences on the amortised cost of the securities, and other changes. Currency
translation differences on the amortised cost are recognised in the income statement, and other changes are
recognised in fair value reserve within equity.
Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at
the date when the fair values are determined. Currency translation differences on non-monetary items, whereby the
gain or loss are recognised in the income statement, such as equity investments held at fair value through profit or
loss, are reported as part of the fair value gain or loss in “other gains/losses – net”. Currency translation differences
on non-monetary items whereby the gains or losses are recognised directly in equity, such as equity investments
classified as available-for-sale financial assets, investment properties and property, plant and equipment are included
in the fair value reserve and asset revaluation reserve respectively.
(i) Assets and liabilities are translated at the closing rates at the date of that balance sheet;
(ii) Income and expenses for each income statement 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 exchange differences are taken to the foreign currency translation reserve within equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after 1 January 2005 are
treated as assets and liabilities of the foreign entity and translated at the closing date. For acquisitions prior to 1
January 2005, the exchange rate at the dates of acquisition were used.
Lubricants and base oil inventories are stated at the lower of cost, determined on a first-in first-out basis, and net realisable
value.
Incremental costs directly attributable to the issuance of new equity instruments, other than for the acquisition of businesses,
are taken to equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issuance
of new equity instruments for the acquisition of businesses are included in the cost of acquisition as part of the purchase
consideration.
When the Group purchases the Company’s ordinary shares (treasury shares), the consideration paid, including any directly
attributable incremental costs, net of income taxes, is deducted from equity attributable to the Company’s equity holders and
presented as “treasury shares” within equity, until they are cancelled, sold or reissued.
Treasury shares purchased or re-issued are considered on a weighted basis in the computation of the number of shares in
issue.
When treasury shares are subsequently sold or reissued pursuant to the employee share awards and share options schemes,
the cost of the treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue,
net of any directly attributable incremental transaction costs and related income tax, is taken to the capital reserve of the
Company.
2.25 Dividends
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the
financial year in which the dividends are approved by the shareholders.
The Group
2007 2006
$’000 $’000
Revenue from sale of refined petroleum products,
oil and gas 8,766,712 8,574,214
The Group
2007 2006
$’000 $’000
Interest income
- a related corporation 7,845 6,019
- an investee company - 1,146
- financial institutions 5,528 4,746
13,373 11,911
6. Finance expense
The Group
2007 2006
$’000 $’000
Interest expense
- bank loans 30,102 27,117
- convertible bonds - 3,660
- a related corporation 2,336 -
32,438 30,777
Net foreign exchange loss 6,166 3,284
38,604 34,061
7. Employee compensation
The Group
2007 2006
$’000 $’000
8. Net profit
Net profit has been arrived at after charging (crediting):
The Group
2007 2006
$’000 $’000
Auditors’ remuneration
- auditors of the Company 190 202
- other auditors 13 11
Fees for non-audit services provided
by auditors of the Company* 189 86
Depreciation of property, plant and equipment
- leasehold land 6,049 6,173
- plant and equipment 38,490 37,694
- proved oil and gas properties 46,663 11,795
Drilling expense written off 4,414 -
Employee compensation 50,803 33,825
Exploration expenditure written off - 10,981
Fair value losses on derivative instruments
not qualifying as hedges 4,131 19,740
Write-down of inventories to net realisable value - 11,488
(Write-back)/Impairment of trade receivables (1,680) 951
Impairment of investment in joint venture - 5,344
Goodwill arising from acquisition of a subsidiary, written off 165 -
Provision for retirement benefits 441 313
Rental on operating leases 5,099 4,996
* This include non-audit fees paid by a joint venture. The Group’s share of the non-audit fees amounted to $90,000 (2006: $Nil).
9. Income tax
(a) Income tax expense
The Group
2007 2006
$’000 $’000
The Group
2007 2006
$’000 $’000
Profit before income tax 581,399 338,476
The Group
Deferred income tax liabilities
Fair value
adjustment
of assets Accelerated
acquired tax depreciation Other Total
$’000 $’000 $’000 $’000
2007
At beginning of the financial year - 101,862 4,297 106,159
Foreign currency translation (3,447) (708) - (4,155)
Credited to income statement - (3,355) (4,297) (7,652)
Acquisition of subsidiary 48,212 9,906 - 58,118
At end of the financial year 44,765 107,705 - 152,470
2006
At beginning of the financial year 88,353 1,562 89,915
Charged to income statement 13,509 2,735 16,244
At end of the financial year 101,862 4,297 106,159
Deferred income tax assets
Provisions Total
$’000 $’000
2007
At beginning of the financial year (1,760) (1,760)
Credited to income statement (852) (852)
At end of the financial year (2,612) (2,612)
2006
At beginning of the financial year (1,530) (1,530)
Credited to income statement (230) (230)
At end of the financial year (1,760) (1,760)
The Company
Deferred income tax liabilities
Accelerated
tax depreciation Other Total
$’000 $’000 $’000
2007
At beginning of the financial year 88,594 4,297 92,891
Credited to income statement (10,131) (4,297) (14,428)
At end of the financial year 78,463 - 78,463
2006
At beginning of the financial year 73,430 1,562 74,992
Charged to income statement 15,164 2,735 17,899
At end of the financial year 88,594 4,297 92,891
Provisions Total
$’000 $’000
2007
At beginning of the financial year (1,760) (1,760)
Credited to income statement (852) (852)
At end of the financial year (2,612) (2,612)
2006
At beginning of the financial year (1,530) (1,530)
Credited to income statement (230) (230)
At end of the financial year (1,760) (1,760)
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current
income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal
authority.
Adjustment for:
- assumed conversion of convertible bonds (‘000) - 448
- assumed conversion of share options (‘000) 288 726
Weighted average number of ordinary shares of
diluted earnings per share (‘000) 514,899 515,482
The adoption of new or revised FRS did not affect the basic and diluted earnings per share for the current and
preceding period.
The restricted cash deposits are held in trust in relation to the disposal of an associate company (Note 17).
Fixed deposit of a subsidiary amounting to $16,918,000 (2006: $17,102,000) was pledged as security for a short-term loan
facility granted to another subsidiary (Note 28). Accordingly, this has been included under restricted cash deposits.
The carrying amount of cash and bank balances approximate its fair values.
Short-term deposits have an average maturity of 1 month (2006: 1 month) from the end of the financial year with the
following weighted average effective interest rates per annum:
The exposure of cash and cash equivalents to interest rate risks is disclosed in Note 38(c).
Allowance for impairment made and allowance written back are included in “General administrative expenses” in the income
statement.
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers who
are internationally dispersed, covering a large spectrum of industries and having a variety of end markets in which they sell.
Due to these factors, management believes that there is no anticipated additional credit risk beyond the amount provided for
collection losses that is inherent in the Group’s and Company’s trade receivables.
The carrying amounts of trade and other receivables approximate its fair values.
The credit risks of trade and other receivables are disclosed in Note 38(d).
13. Inventories
The cost of inventories recognised as an expense and included in ‘Cost of sales’ in the income statement amounted to
$7,915,791,000 (2006: $8,027,562,000).
During the financial year, the Group and the Company reversed $11,488,000, being part of an inventory write-down made
in 2006, as the inventories were sold above the carrying amounts in 2007. The reversal was included in ‘Cost of sales’ in the
income statement.
At fair value:
Listed equity shares 28,868 7,099 24,030 3,254
Unlisted equity shares 1,331 1,331 1,086 1,086
30,199 8,430 25,116 4,340
The market values of the quoted equity securities are determined by reference to the stock exchange listed closing
market prices on the last market day of the financial year.
The unlisted securities include a 12.5% (2006: 12.5%) equity interest in Changi Airport Fuel Hydrant Installation
Private Limited, incorporated in Singapore, and a 6% (2006: 6%) equity interest in PT Transportasi Gas Indonesia,
incorporated in Indonesia. The above companies are engaged in activities ancillary to the operations of the Company.
There is no active market for the equity interests of these securities. As such, it is not practicable to determine
with sufficient reliability the fair value of these unlisted securities. However, the directors do not anticipate that the
carrying amount of the unlisted securities will be significantly different from their fair values.
Analysed as:
2007
Forward contracts
- Oil swaps 366,049 2,135 (13,600) 2,135 (13,505)
- Freight forwards 128,540 5,618 - 5,618 -
Total 7,753 (13,600) 7,753 (13,505)
Less: Current portion 7,753 (13,600) 7,753 (13,505)
Non-current portion - - - -
2006
Forward contracts
- Oil swaps 291,135 3,803 (1,487) 3,803 (1,487)
- Freight forwards 276,953 772 (4,804) 772 (4,804)
Total 4,575 (6,291) 4,575 (6,291)
Less: Current portion 4,575 (6,291) 4,575 (6,291)
Non-current portion - - - -
The Group
2007 2006
$’000 $’000
Disposal of associate
During the year, the Group disposed its interest in Tiger Oil Corporation (“TOC”) for a cash consideration of $29.8
million. This divestment resulted in a net gain of $12.4 million.
The Group
2007 2006
$’000 $’000
Assets:
Current assets 85,632 81,486
Non-current assets 117,398 106,527
203,030 188,013
Liabilities:
Current liabilities (52,752) (43,030)
Non-current liabilities (23,604) (20,047)
(76,356) (63,077)
The Company uses the production facilities of a joint venture, Singapore Refining Company Private Limited, and other
production facilities, which are jointly owned by the Company with another party and for which a processing fee is
payable by the Company.
The company
2007 2006
$’000 $’000
Sino-American contributed $61,451,000 revenue and $10,856,000 to the Group’s profit before tax for the period
between the date of acquisition and the balance sheet date. Sino-American contributed to the Exploration and
Production segment.
If the acquisition had been completed on 1 January 2007, total Group revenue for the year would have been
$8,832,644,000 and total Group profit for the year would have been $524,117,000.
The Group has engaged an independent reserves certifier to determine the fair value of the proved oil and gas
properties and intangible exploration assets. As at 31 December 2007, the fair value of the proved oil and gas
properties and intangible exploration asset has been determined on a provisional basis as the results of the
independent valuation report from the reserves certifier has not been received by the date the financial statements
was authorised for issue.
Country of
Name of companies Principal activities incorporation Equity holding
2007 2006
% %
Subsidiaries
(3) Sampang Holdings Ltd (d) Investment holding Cayman 100 100
(Held via SPC Production Company Ltd) Islands
(4) Singapore Petroleum (China) Investment holding Singapore 100 100
Private Limited (a)
(5) Singapore Petroleum Company Trading in petroleum Hong Kong 100 100
(Hong Kong) Limited (b) products
(6) Singapore Petroleum (Guangdong) Marketing, distribution and China 100 100
Private Limited (c) trading of lubricants and
(Held via Singapore Petroleum Venture automotive related products and
Private Limited) provision of automotive services
(8) Singapore Petroleum Sampang Ltd (d) (g) Exploration, development Cayman 100 100
(Held via SP (Sampang) Ltd and production of crude oil Islands
and Sampang Holdings Ltd) and natural gas
Country of
Name of companies Principal activities incorporation Equity holding
2007 2006
% %
(9) Singapore Petroleum (Thailand) Marketing, supply, distribution Thailand 100 100
Co., Ltd (c) (e) and trading of petroleum products
(Held directly and indirectly
via Singapore Petroleum Venture
Private Limited)
(10) Singapore Petroleum Trading Investment holding Hong Kong 100 100
Company Limited (b)
(12) Singapore Petroleum Vietnam Exploration, development British Virgin 100 100
Song Hong Co Ltd (d) and production of crude oil Islands
(Held via SPC Production Company Ltd) and natural gas
(13) Sino-American Energy LLC (d) Exploration, development Texas, USA 100 -
(Held via SPC E&P (China) Pte. Ltd.) and production of crude oil
and natural gas
(15) SPC Bass Pty Ltd (d) Exploration, development Australia 100 -
(Held via SPC E&P Pte. Ltd.) and production of crude oil
and natural gas
(16) SPC Cambodia Ltd (d) Exploration, development British Virgin 100 100
(Held via SPC Production Company Ltd) and production of crude oil Islands
and natural gas
(17) SPC E&P (China) Pte. Ltd. (a) Exploration, development Singapore 100 -
(Held via SPC E&P Pte. Ltd.) and production of crude oil
and natural gas
(18) SPC E&P Pte. Ltd. (a) Investment holding Singapore 100 -
(19) SPC Indo-Pipeline Co. Ltd. (d) Investment holding British Virgin 100 100
(Held via SPC Production Company Ltd) Islands
(20) SPC Kakap Limited (d) Exploration, development British Virgin 100 100
(Held via SPC Production Company Ltd) and production of crude oil Islands
and natural gas
(21) SPC Production Company Ltd (d) Investment holding British Virgin 100 100
Islands
(22) SPC Refining Company Pte. Ltd. (d) Dormant Singapore 100 100
(23) SPC Shipping Company Limited (b) Chartering and re-chartering Hong Kong 100 100
(Held via Singapore Petroleum Trading of shipping vessels for
Company Limited) oil transportation
(24) SPC Vietnam (Blocks 102/106) Exploration, development British Virgin 100 100
Co. Ltd (d) and production of crude oil Islands
(Held via SPC Production Company Ltd) and natural gas
Joint ventures
(1) FST Aviation Services Limited (c) Provision of warehousing, Hong Kong 25 25
(Held via Singapore Petroleum transporting and inspection
Company (Hong Kong) Limited) services of aviation petroleum
products for its shareholders
(2) ItalSing Petroleum Company Pte Ltd (a) Manufacturing and blending Singapore 50 50
of lubricants
(3) Jiangmen City Sinjiang Gas Co. Ltd (h) Processing, distributing and China - 50
(Held via Singapore Petroleum (China) marketing of LPG and lubricants
Private Limited)
(4) Singapore Carbon Dioxide Company Sale of carbon dioxide products Singapore 50 50
Private Limited (c)
(6) SPC Wearnes Pte. Ltd. (c) Bottling, storage, marketing, Singapore 50 50
(Held via Singapore Petroleum Venture distribution and sale of LPG
Private Limited) (bottled and bulk)
(7) Tanker Mooring Services Company Provision of services for the Singapore 25 25
Private Limited (c) discharge of crude oil using the
fixed berth jetty on Jurong Island
Associates
(1) Petmal Oil Corporation Sdn. Bhd. (d) (m) Marketing and distribution Malaysia 40 40
(Held via Singapore Petroleum Venture of petroleum products
Private Limited)
(2) SP-CYC Venture Pte Ltd (c) Marketing, distribution and Singapore 40 40
(Held via Singapore Petroleum Venture trading of petroleum products and
Private Limited) spare parts for motor vehicles,
provision of ancillary services
and investment holding
(3) Tiger Oil Corporation (i) Retailing of petroleum products Korea - 40.2
(Held via Singapore Petroleum Venture through service stations network
Private Limited) and wholesaling to industrial,
commercial and other retail customers
Notes on auditors
(a) Audited by Deloitte & Touche, Singapore.
(d) Unaudited
Notes on entities
(e) Singapore Petroleum (Thailand) Co., Ltd. is a wholly owned subsidiary of Singapore Petroleum Venture Private
Limited (“SPV”). SPV holds 99.98% directly and the remaining 0.02% indirectly through its six wholly owned British
Virgin Islands subsidiaries namely, Fullca Ltd., Glory Key International Limited, Orient Wise Group Limited, Prime Sea
Limited, Straits Management Ltd. and Topwish Investments Ltd.
(f) PT. Sumber Prestasi Cemerlang is a wholly owned subsidiary of SPV. SPV holds 50% directly and the remaining
50% is held by SPV’s wholly owned subsidiary, Singapore Petroleum (Indonesia) Private Limited.
(g) Singapore Petroleum Sampang Ltd (“SPS”) is a wholly owned subsidiary of SPC Production Company Ltd. SPC
Production Company Ltd holds 100% in SPS through its two wholly owned Cayman Islands subsidiaries namely, SP
(Sampang) Ltd and Sampang Holdings Ltd each holding a 50% equity interest in SPS.
(i) Pursuant to a Share Purchase Agreement dated 12 March 2007, SPV has sold its 40.16% interest in Tiger Oil
Corporation. The share sale transaction was completed in the second quarter of 2007.
(j) SPC Cambodia Ltd (“SPC Cambodia”), and its co-venturers in Block B, PTTEP International Limited (“PTTEPI”) and
Resourceful Petroleum Limited (“RPL”) have in the first quarter of 2007 jointly exercised their pre-emption rights
to acquire the entire 10% participating interest of CE Cambodia B Ltd. Upon completion of the acquisition in the
third quarter of 2007, SPC Cambodia and RPL each hold a 33.33% participating interest in Block B and PTTEPI the
remaining 33.33%.
(k) Sino-American Energy LLC has a participating interest of 8.91% for existing producing fields CFD 11-1, CFD 11-2
and CFD 11-3/5 located in Block 04/36, and a participating interest of 7.82% for the unitised producing fields CFD
11-6, CFD 12-1 and CFD 12-1S which straddle between Block 04/36 and Block 05/36.
(l) Pursuant to the terms of the Sampang Production Sharing Contract (“PSC”), the Indonesian Government was
entitled and had nominated PT Petrogas Oyong Jatim (“Petrogas”) to participate in a 10.0% undivided interest in the
Sampang PSC. Petrogas has decided not to acquire the interest and SPC’s participating interest in the Sampang
PSC therefore remains at 40.0%.
(m) SPV had on 23 March 2005 terminated the joint venture agreement dated 2 August 1993 entered into with Petmal
Oil (Malaysia) Sendirian Berhad in respect of Petmal Oil Corporation Sdn. Bhd. (in liquidation) (“POC”). By an order of
the Kuala Lumpur High Court dated 3 March 2007, POC has been ordered to be wound up.
Cost
At 1 January 2007 108,493
Foreign currency translation adjustment (7,299)
Additions 21,320
Acquired on acquisition of a subsidiary 11,373
Transfer to proved oil and gas properties (Note 21) (8,625)
Transfer to construction-in-progress (Note 21) (5,734)
At 31 December 2007 119,528
Cost
At 1 January 2006 -
Effect of retrospective adoption of FRS 106 104,454
As restated 104,454
Foreign currency translation adjustment (8,552)
Additions 50,074
Disposals (26,502)
Exploration expenditure written off (10,981)
At 31 December 2006 108,493
Exploration expenditure written off of $Nil (2006: $10,981,000) was included in operation expenses in the income
statement.
Proved
Freehold Leasehold Plant and oil and gas Construction-
land land equipment properties in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000
The Group
Cost
At 1 January 2007 62,842 134,095 1,091,195 96,329 69,240 1,453,701
Foreign currency translation adjustment - - (6) (28,790) (4,157) (32,953)
Additions - - 355 11,649 68,454 80,458
Acquired on acquisition of subsidiary - - - 397,601 - 397,601
Transfer from construction-in-progress - 8,754 9,860 91,892 (110,506) -
Reclassifications (Note 20) - - - 8,625 5,734 14,359
Disposals - - (2,966) - - (2,966)
Drilling expense written off - - - - (4,414) (4,414)
At 31 December 2007 62,842 142,849 1,098,438 577,306 24,351 1,905,786
Accumulated depreciation
At 1 January 2007 - 31,427 528,437 44,744 - 604,608
Foreign currency translation adjustment - - (9) (2,689) - (2,698)
Depreciation charge - 6,049 38,490 46,663 - 91,202
Disposals - - (1,902) - - (1,902)
At 31 December 2007 - 37,476 565,016 88,718 - 691,210
Net book value
At 31 December 2007 62,842 105,373 533,422 488,588 24,351 1,214,576
The Company
Cost
At 1 January 2007 62,842 134,095 1,091,044 - 1,105 1,289,086
Additions - - - - 31,490 31,490
Transfer from construction-in-progress - 8,754 9,860 - (18,614) -
Disposals - - (2,966) - - (2,966)
At 31 December 2007 62,842 142,849 1,097,938 - 13,981 1,317,610
Accumulated depreciation
At 1 January 2007 - 31,427 528,344 - - 559,771
Depreciation charge - 6,049 38,466 - - 44,515
Disposals - - (1,902) - - (1,902)
At 31 December 2007 - 37,476 564,908 - - 602,384
Net book value
At 31 December 2007 62,842 105,373 533,030 - 13,981 715,226
Proved
Freehold Leasehold Plant and oil and gas Construction-
land land equipment properties in-progress Total
$’000 $’000 $’000 $’000 $’000 $’000
The Group
Cost
At 1 January 2006 62,842 134,095 1,054,182 94,716 73,914 1,419,749
Foreign currency translation adjustment - - (7) (8,188) (6,282) (14,477)
Additions - - 36 9,555 48,244 57,835
Transfer from construction-in-progress - - 39,955 - (39,955) -
Disposals - - (2,971) - - (2,971)
Adjustments - - - 246 (6,681) (6,435)
At 31 December 2006 62,842 134,095 1,091,195 96,329 69,240 1,453,701
Accumulated depreciation
At 1 January 2006 - 25,550 493,439 36,464 - 555,453
Foreign currency translation adjustment - - (7) (3,515) - (3,522)
Depreciation charge - 6,173 37,694 11,795 - 55,662
Disposals - - (2,689) - - (2,689)
Adjustments - (296) - - - (296)
At 31 December 2006 - 31,427 528,437 44,744 - 604,608
Net book value
At 31 December 2006 62,842 102,668 562,758 51,585 69,240 849,093
The Company
Cost
At 1 January 2006 62,842 134,095 1,054,060 - 1,241 1,252,238
Additions - - - - 39,819 39,819
Transfer from construction-in-progress - - 39,955 - (39,955) -
Disposals - - (2,971) - - (2,971)
At 31 December 2006 62,842 134,095 1,091,044 - 1,105 1,289,086
Accumulated depreciation
At 1 January 2006 - 25,550 493,348 - - 518,898
Depreciation charge - 6,173 37,685 - - 43,858
Disposals - - (2,689) - - (2,689)
Adjustments - (296) - - - (296)
At 31 December 2006 - 31,427 528,344 - - 559,771
Net book value
At 31 December 2006 62,842 102,668 562,700 - 1,105 729,315
The company
2007 2006
$’000 $’000
The weighted average interest rate at the balance sheet date on interest-bearing balances due from the subsidiaries
is 4.71% (2006: 5.26%) per annum.
The company
2007 2006
$’000 $’000
The carrying amounts of trade and other payables approximate their fair values.
In 2006, short-term bank loans amounting to $15,430,000 was secured by a pledge of a fixed deposit of another subsidiary
(Note 11). The amount was fully repaid in 2007.
Included in the Company’s short-term borrowings is an amount of $299,100,000 (2006: $Nil) from a subsidiary of a
substantial shareholder contracted at normal commercial terms.
* With effect from 1 January 2006, the Group calculates the retirement benefits based on the last drawn salary as at 31 December 2005. Any salary increases thereafter
will not be included for the computation of the retirement benefits.
During the financial year, the Company engaged an independent professional valuation firm to conduct an actuarial valuation
of the retirement benefit scheme to determine the retirement benefit expenses to be charged for the financial years ended/
ending 31 December 2007, 2008 and 2009. The actuarial valuation was conducted based on the principal rules of the
retirement scheme and actuarial assumptions.
2007
Balance at beginning of the financial year 515,685 617,278
Exercise of options 621 861
Balance at end of the financial year 516,306 618,139
2006
Balance at beginning of the financial year 502,580 571,216
Exercise of options 3,111 4,504
Restricted Share Plan 895 5,803
Conversion of convertible bonds 9,099 35,755
Balance at end of the financial year 515,685 617,278
In 2007, the Company issued 621,000 (2006: 3,111,000) ordinary shares upon the exercise of 621,000 (2006: 3,111,000)
share options granted under the SPC Share Option Scheme 2000 at the exercise price of between $0.68 and $1.57 (2006:
$0.68 and $1.57) per share.
The newly issued shares rank pari passu in all respects with the previously issued shares.
(i) 895,200 ordinary shares under the SPC Restricted Share Plan.
(ii) 9,098,921 ordinary shares were issued upon the exercise of conversion under the Company’s 5 year convertible
bonds. The bonds were converted at the exchange rate of US$1: S$ of 1.6898 and at a conversion price of $3.90
per ordinary share.
(a) Treasury shares
The Company acquired 1,412,000 shares (2006: 1,860,000) in the Company through purchase on the Singapore
Exchange during the year. The total amount paid to acquire the shares was $7,583,000 (2006: $8,140,000) and
this was deducted against shareholders’ equity.
2007 2006
Number Number
of shares of shares
under options under options
The exercise price of the granted options is equal to the average of the closing prices of the Company’s ordinary
shares on the SGX-ST for the three market days immediately preceding the date of grant. The vesting of granted
options is conditional on the participants being in the service of the Company on vesting date.
Once the options are vested, they are exercisable for a contractual option term of 8 years for senior management
and employees and 3 years for non-executive directors. The options may be exercised in full or in part in respect of
100 shares or a multiple thereof, on the payment of the exercise price. The persons to whom the options have been
issued have no right to participate by virtue of the options in any share issue of any other company. The Group has
no legal or constructive obligation to repurchase or settle the options in cash.
No share options were granted during the financial year.
Senior Management
and Employees
2000 Options 18,000 - - - 18,000 $0.78 29.8.2002 – 27.8.2010
1/2001 Options 18,000 - - - 18,000 $0.68 18.4.2003 – 16.4.2011
2/2001 Options 21,000 - (1,000) - 20,000 $0.68 20.9.2003 – 18.9.2011
1/2002 Options 24,000 - (5,000) - 19,000 $0.75 4.4.2004 – 2.4.2012
2/2002 Options 60,000 - (31,000) - 29,000 $0.87 31.10.2004 – 29.10.2012
1/2003 Options 279,000 - (135,000) - 144,000 $0.92 18.2.2005 – 16.2.2013
1/2004 Options 518,000 - (415,000) - 103,000 $1.57 5.2.2006 – 3.2.2014
Non-Executive Directors
1/2004 Options 34,000 - (34,000) - - $1.57 5.2.2006 – 3.2.2009
Senior Management
and Employees
2000 Options 18,000 - - - 18,000 $0.78 29.8.2002 – 27.8.2010
1/2001 Options 18,000 - - - 18,000 $0.68 18.4.2003 – 16.4.2011
2/2001 Options 25,000 - (4,000) - 21,000 $0.68 20.9.2003 – 18.9.2011
1/2002 Options 140,000 - (116,000) - 24,000 $0.75 4.4.2004 – 2.4.2012
2/2002 Options 100,000 - (40,000) - 60,000 $0.87 31.10.2004 – 29.10.2012
1/2003 Options 668,000 - (389,000) - 279,000 $0.92 18.2.2005 – 16.2.2013
1/2004 Options 2,922,000 - (2,404,000) - 518,000 $1.57 5.2.2006 – 3.2.2014
Non-Executive Directors
1/2004 Options 192,000 - (158,000) - 34,000 $1.57 5.2.2006 – 3.2.2009
Out of the outstanding options of 351,000 shares (2006: 972,000), options on 351,000 ordinary shares (2006:
972,000) were exercisable as at 31 December 2007.
Targeted vesting period 2005 – 2007 2006 – 2008 2007-2009 # 2008 – 2010
* Fair values at grant date $4.20 $5.75 $5.00 $5.00 $5.75
¤
Shares awarded to non-executive directors are vested upon award.
* The fair values are based on the market price of the shares at the grant date.
# Not applicable.
(a) Composition:
Share awards and share options reserve 17,186 13,904 17,186 13,904
Fair value reserve 3,482 573 2,070 148
20,668 14,477 19,256 14,052
(b) Movements:
(i) Share awards and share options reserve
Balance at beginning of the financial year 13,904 8,781 13,904 8,781
Employee share award and
share option scheme:
- Value of employee services (Note 7) 11,155 10,926 11,155 10,926
- Share issue (7,873) (5,803) (7,873) (5,803)
Balance at end of the financial year 17,186 13,904 17,186 13,904
33. Dividends
The company
2007 2006
$’000 $’000
Dividends paid:
Interim one-tier tax exempt dividend of 20 cents per share
for the financial year ended 31 December 2007 103,119 -
Final one-tier tax exempt dividend of 20 cents per share
for the financial year ended 31 December 2006
(2006: 20 cents) 103,209 103,116
Special one-tier tax-exempt dividend of 15 cents per share
for the financial year ended 31 December 2006
(2006: 12 cents) 77,407 61,870
283,735 164,986
In respect of the current financial year, the directors have proposed a final one-tier tax-exempt dividend for 2007 of
40 cents (2006: 20 cents) per share amounting to $205,883,000 to be paid to shareholders on 12 May 2008. These
financial statements do not reflect this dividend payable, which will be accounted for in shareholders’ equity as an
appropriation of retained earnings in the financial year ending 31 December 2008 when it is approved and declared in the
next Annual General Meeting.
34. Commitments
As at the end of financial year, the Group and the Company have the following outstanding commitments:
Approved by the directors but not contracted for at the balance sheet date 274,045 251,150
The future aggregate minimum lease payable under non-cancellable operating leases contracted for at the balance
sheet date but not recognised as liabilities, are analysed as follows:
Sales to associates, joint ventures and related parties and purchases of materials from the joint venture and related
parties were carried out on commercial terms and conditions and at market prices. Related parties above refer to
companies related to a substantial shareholder of the Company.
Outstanding balances at 31 December 2007, arising from sale/purchase of goods and services, are set out in Notes
12 and 27 respectively.
Included in the above was total compensation for the Group and the Company, including share awards and deemed
interest in share options for the executive director of the Company, amounted to $1,437,500 (2006: $1,750,000).
Exploration &
Downstream Production Others Group
$’000 $’000 $’000 $’000
The Group has segmented its activities into downstream, exploration and production and others. The downstream activities
include petroleum refining, marketing of products to airlines, commercial accounts, utilities, shipping accounts, operation
of retail service stations, trading activities and the storage and terminalling of finished oil products. The exploration and
production activities involve the exploration, development, production and sale of oil and gas.
The Group’s two business segments operate in four main geographical areas:
Singapore The Group is headquartered and its principal operations include petroleum refining, marketing,
trading and distribution of crude oil and petroleum products and the storage and terminalling of
refined products.
Hong Kong & China The operations in this area are principally bunkering and aviation sales activities, as well as
exploration and production activities.
Indonesia The operations in this area are principally exploration, development, production and sale of
oil and gas.
Other countries The business activities are principally aviation sales, product trading and distribution, as well as
exploration activities.
The Group’s activities expose it to a variety of financial risks: market risk (including price risk, foreign currency risk, cash flow
and fair value interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on
the volatility in the oil and financial markets and seeks to minimise potential adverse effects on the financial performance of
the Group. As appropriate, the Group uses derivative financial instruments such as oil paper swaps, oil options, physical oil
contracts, interest rate caps as well as freight forward contracts, foreign exchange contracts to hedge certain exposures.
The Refinery, Supply and Trading Business Unit of the Group carries out risk management for oil price risks whilst the Group
Treasury and Middle Office manages the financial risks, with authority as delegated by the Board of Directors. The Group
does not hold any derivative financial instruments for speculative purposes.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures
these risks.
The Group systematically quantifies and manages this risk exposure by implementing a Value-At-Risk (“VAR”)
framework which measures the worst expected loss over a given time horizon under normal market conditions at a
given confidence level. With the VAR framework, all trading business units are allocated a VAR limit which in turn
dictates the trading units’ open position and stop-loss limits. These limits are monitored closely by the Middle Office.
The Risk Management and Derivative Unit is responsible for hedging the Company’s oil inventory and refining margin
price risks.
A sensitivity analysis has been performed based on the exposure to oil prices as at settlement date for the Group’s
derivatives portfolio as at 31 December 2007, assuming that this portfolio is held till settlement date and there is no
change in this derivatives portfolio in 2008. A 5% increase or decrease is used when reporting price risk internally to
key management personnel and represents management’s assessment of the possible changes for the prices as at
settlement date.
If the quoted market prices used to mark-to-market the derivatives portfolio had been 5% lower or higher and
all other variables were held constant, the Group’s profit for the year ended 31 December 2007 would increase/
decrease by $15,308,000 (2006: $6,079,000).
As the Group practises a flexible hedging ratio within a range endorsed by the Board of Directors, the derivatives
portfolio will change during the year and hence, the sensitivity analysis is unrepresentative of the risk exposure during
the year.
The Group’s risk management principles with regard to its foreign currency denominated monetary assets, liabilities,
commitments and cash flows is to match as far as possible the values of such assets and cash flows against similarly
denominated liabilities and cash flows. Decisions on either holding net short or long positions in foreign currency
denominated monetary assets or liabilities are taken on a case-by-case basis and by taking into consideration the
amount and duration of the exposure, market volatility, economic trends and the requirements of the business.
In addition, the Group Treasury is responsible for hedging the net position of each foreign currency by using external
currency borrowings, spot and forward currency contracts as appropriate.
The Company has a number of investments in foreign subsidiaries, whose net assets are exposed to currency
translation risk. The Group currently designates certain foreign currency borrowings as a hedging instrument for the
purpose of hedging the translation of its foreign operations.
At the reporting date, the carrying amounts of monetary assets and monetary liabilities denominated in foreign
currencies other than the respective Group entities’ functional currencies are as follows:
Included in the above table, is an amount of $43,455,000 (2006 : $46,290,000) of United States dollar borrowings
which is designated as a net investment hedge by the Company.
A sensitivity analysis has been performed based on the outstanding foreign currency denominated monetary items as
detailed in the above table, based on a 5% increase and decrease in the United States dollar against the functional
currency of each Group entity. 5% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the possible changes in foreign exchange
rates.
If the United States dollar strengthen or weaken by 5% against the functional currency of each Group entity and all
other variables were held constant:
i) the Group’s and Company’s profit for the year ended 31 December 2007 would decrease/increase by
$14,080,000 and $15,042,000 respectively (2006: $4,646,000 and $5,178,000).
ii) the Group’s and Company’s other equity reserves, due to net investment hedge, would decrease/increase by
$2,173,000 (2006: $2,314,000).
As other foreign currencies denominated monetary items are not significant, accordingly a sensitivity analysis has not
been performed.
As the Group has no significant interest-bearing assets and balances its short-term borrowings with short-term cash
deposits, the Group’s income and operating cash flows are substantially independent of changes in market interest
rates. In addition as at balance sheet date, the Group has not entered into any interest rate derivative contracts.
The tables below set out the Group and the Company’s exposure to interest rate risks. Included below are the assets
and liabilities at carrying amounts, categorised by the earlier of contractual repricing or maturity dates.
Variable rates Fixed rates Non-
Less than Less than 6 to 12 1 to 5 interest
6 months 6 months months years bearing Total
$’000 $’000 $’000 $’000 $’000 $’000
The Group
At 31 December 2007
Cash and bank balances 68,499 371,918 - - 34,673 475,090
Trade and other receivables - - - - 1,357,532 1,357,532
Restricted cash deposit - - 4,324 - - 4,324
Other assets - - - - 2,471,206 2,471,206
Total assets 68,499 371,918 4,324 - 3,863,411 4,308,152
At 31 December 2006
Cash and bank balances 97,998 305,102 - - 18,118 421,218
Trade and other receivables - - - - 997,426 997,426
Available-for-sale assets - - - - 8,430 8,430
Other assets - - - - 1,713,108 1,713,108
Total assets 97,998 305,102 - - 2,737,082 3,140,182
The Company
At 31 December 2007
Cash and bank balances 41,832 355,000 - - 16,113 412,945
Trade and other receivables - - - - 1,786,902 1,786,902
Other assets - - - - 1,885,888 1,885,888
Total assets 41,832 355,000 - - 3,688,903 4,085,735
At 31 December 2006
Cash and bank balances 83,330 288,000 - - 12,147 383,477
Trade and other receivables - - - - 1,121,279 1,121,279
Available-for-sale assets - - - - 4,340 4,340
Other assets - - - - 1,517,258 1,517,258
Total assets 83,330 288,000 - - 2,655,024 3,026,354
The carrying amount of financial assets recorded in the financial statements, grossed up for any allowance for losses,
represents the Group’s maximum exposure to credit risk without taking into account the value of any collateral
obtained.
The aging analysis of trade receivables that are past due but not impaired is as follows:
At 31 December 2007, the Company had in place a Multicurrency Debt Issuance Programme of US$1.0 billion which
was yet to be drawn down.
The capital structure of the Group consists of debt, which includes the borrowings (Note 28), cash and cash
equivalents (Note 11) and equity attributable to equity holders of the parent, comprising issued capital (Note 30),
reserves (Note 31 and Note 32) and retained earnings.
Management reviews the capital structure regularly and manages the overall capital structure through the payment of
dividends, share buy-backs as well as the issue of new debt or the redemption of existing debt.
The Group will apply FRS 108 from 1 January 2009 and provide comparative information that conforms to the requirements
of FRS 108.
The Group will apply the revised FRS 23 from 1 January 2009. As the Group has been capitalising the relevant borrowing
costs, the revised standard is not expected to have any impact on the Group.
risk committee
(formed on 30 January 2008)
Chin Wei-Li, Audrey Marie (Chairperson)
Cheng Hong Kok
Geoffrey John King
* As part of a rotational change, Mr Goon Kok-Loon was appointed Chairman of the Audit Committee with effect from 30 January 2008 in place of Dr Chin Wei-Li, Audrey Marie,
who remains as a member of the committee.
Announcement of 2008 Second Quarter and Half Year Results 29 July 2008
Announcement of 2008 Third Quarter and Nine Months Results 21 October 2008
Distribution of Shareholdings*
No. of No. of
Size of Shareholdings Shareholders % Shares %
Note:
* Based on CDP Records as at 10 March 2008
# Based on 516,115,257 issued shares (excluding 203,100 shares held as treasury shares, representing 0.04% of the total issued shares of the Company).
Substantial Shareholders
No. of Shares
Shareholders Direct Interest Deemed Interest % of Shares
Notes:
(i) By operation of Section 7 of the Companies Act, Temasek Holdings (Private) Limited is deemed to be interested in the 235,861,797 shares held by the DBS group
of companies and the Keppel group of companies.
(ii) By operation of Section 7 of the Companies Act, Keppel Corporation Limited is deemed to be interested in 234,522,797 shares held by the Keppel Oil and Gas
Services Pte Ltd.
Free Float
Based on the information available to the Company as at 10 March 2008 and in compliance with Rule 723 of the SGX-ST Listing Manual, approximately 54% of the
issued ordinary shares of the Company is held by the public
100,000 10
80,000 8
60,000 6
40,000 4
20,000 2
0 0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of the Company will be held in the Olivia Room,
Level Four, Raffles City Convention Centre, Singapore 178882 on 23 April 2008 at 3 p.m. to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and Audited Accounts for the year ended Resolution 1
31 December 2007.
2. To declare a final tax exempt one-tier dividend of 40 cents per share for the financial year ended Resolution 2
31 December 2007 (2006: 35 cents per share).
3. To approve Directors’ Fees of $264,000 for the year ended 31 December 2007 (2006: $264,000). Resolution 3
4. To re-elect the following Directors each of whom will retire pursuant to Article 109 of the Company’s
Articles of Association and who, being eligible, will offer themselves for re-election:
(a) Mr Koh Ban Heng Resolution 4(a)
(b) Mr Geoffrey John King Resolution 4(b)
(c) Dr Chin Wei-Li, Audrey Marie Resolution 4(c)
5. To re-elect Mr Bertie Cheng Shao Shiong who, having attained the age of 70 years after the date Resolution 5
of the last Annual General Meeting will retire pursuant to Section 153(2) of the Companies Act
(Cap. 50) (the “Companies Act”) and who, being eligible, will offer himself for re-election pursuant
to Section 153(6), to hold office from the date of this Annual General Meeting until the next
Annual General Meeting.
6. To re-appoint Auditors and authorise the Directors to fix their remuneration. Resolution 6
AS SPECIAL BUSINESS
To consider and, if thought fit, to approve, with or without modification, the following resolutions as Ordinary Resolutions:
7. That:
(a) for the purposes of the Companies Act, the exercise by the Directors of the Company of Resolution 7
all the powers of the Company to purchase or otherwise acquire the shares in the capital
of the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit
(as hereinafter defined), at such price(s) as may be determined by the Directors of the
Company from time to time up to the Maximum Price (as hereinafter defined), whether
by way of:
(i) market purchases (each a “Market Purchase”) on the Singapore Exchange Securities
Trading Limited (“SGX-ST”); and/or
and otherwise in accordance with all other provisions of the Companies Act and listing rules
of the SGX-ST as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “Share Buyback Mandate”);
(b) unless revoked or varied by the Company in general meeting, the authority conferred on
the Directors of the Company pursuant to the Share Buyback Mandate may be exercised
by the Directors at any time and from time to time during the period commencing from
the passing of this Resolution and expiring on the earlier of:
(i) the date on which the next Annual General Meeting of the Company is held or
required by law to be held;
(ii) the date on which the share buybacks are carried out to the full extent mandated; or
(iii) the date on which the authority contained in the Share Buyback Mandate is revoked
or varied;
“Prescribed Limit” means ten per cent of the total number of issued Shares excluding
treasury shares as at the date of the last Annual General Meeting or at the date of the
passing of this Ordinary Resolution whichever is higher unless the Company has effected
a reduction of the share capital of the Company in accordance with the applicable provisions
of the Companies Act, at any time during the Relevant Period (as hereinafter defined),
in which event the total number of issued Shares shall be taken to be the total number of
issued Shares as altered (excluding any treasury shares that may be held by the Company
from time to time); and
“Maximum Price” in relation to a Share to be purchased, means an amount (excluding
brokerage, stamp duties, applicable goods and services tax and other related expenses)
not exceeding:
(i) in the case of a Market Purchase: 105 per cent of the Average Closing Price;
(ii) in the case of an Off-Market Purchase: 120 per cent of the Average Closing Price,
where:
“Average Closing Price” means the average of the closing market prices of a Share over
the last five market days (a “market day” being a day on which the SGX-ST is open for
trading in securities), on which transactions in the Shares were recorded, in the case
of Market Purchases, preceding the day of the Market Purchase, and deemed to be adjusted
for any corporate action that occurs after the relevant five-day period, or in the case of
Off-Market Purchases, before the Day of the Making of the Offer (as hereinafter defined)
pursuant to the Off-Market Purchase;
“Relevant Period” means the period commencing from the date on which the last Annual
General Meeting was held and expiring on the date the next Annual General Meeting is held
or is required by law to be held, whichever is the earlier, after the date of this Ordinary
Resolution; and
“Day of the Making of the Offer” means the day on which the Company announces its
intention to make an offer for the purchase of Shares from shareholders of the Company
stating the purchase price (which shall not be more than the Maximum Price calculated
on the foregoing basis) for each Share and the relevant terms of the equal access scheme
for effecting the Off-Market Purchase; and
(a) issue Shares (as defined in Resolution 7 above) in the capital of the Company whether by
way of rights, bonus or otherwise, including any capitalisation pursuant to Article 151 of
the Company’s Articles of Association of any sum for the time being standing to the credit
of any of the Company’s reserve accounts or any sum standing to the credit of the profit
and loss account or otherwise available for distribution; and/or
(b) make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require Shares to be issued, including but not limited to the creation and issue of
(as well as adjustments to) warrants, debentures or other instruments convertible into
Shares;
at any time and upon such terms and conditions and for such purposes and to such persons as
the Directors may in their absolute discretion deem fit; and (notwithstanding that the authority so
conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any
Instrument made or granted by the Directors while the authority was 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
and including Shares which may be issued pursuant to any adjustments effected under any
relevant Instrument), 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 existing shareholders of the Company (including Shares to be
issued in pursuance of Instruments made or granted pursuant to this Resolution and
including Shares which may be issued pursuant to any adjustments effected under any
relevant Instrument) does not exceed 20 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) For the purpose of determining the aggregate number of Shares that may be issued under
sub-paragraph (i) above, the percentage of total number of issued Shares excluding
treasury shares in the capital of the Company shall be calculated based on the total
number of issued Shares excluding treasury shares in the capital of the Company as at the
date of the passing of this Resolution after adjusting for:
(aa) new Shares arising from the conversion or exercise of convertible securities or
employee share options on issue as at the date of the passing of this Resolution;
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 is required by law to be held whichever is the earlier.
9. (a) That approval be and is hereby given to the Directors to offer and grant options in Resolution 9
accordance with the provisions of the SPC Share Option Scheme 2000 and/or to grant
awards in accordance with the provisions of the SPC Restricted Share Plan and/or the
SPC Performance Share Plan; and
(b) That approval be and is hereby given to the Directors to exercise full powers of the
Company to issue, allot or otherwise dispose of Shares in the capital of the Company as
may be required to be issued, allotted or disposed, in connection with or pursuant to the
exercise of the options granted under the SPC Share Option Scheme 2000 and/or such
number of Shares as may be required to be issued or allotted pursuant to the vesting of
awards under the SPC Restricted Share Plan and/or the SPC Performance Share Plan;
Provided that the aggregate number of Shares to be issued and allotted pursuant to the
SPC Share Option Scheme 2000, the SPC Restricted Share Plan and the SPC Performance
Share Plan shall not exceed 15 per cent of the total number of issued Shares excluding
treasury shares in the capital of the Company from time to time.
10. (a) That approval be and is hereby given, for the purposes of Chapter 9 of the listing manual Resolution 10
(“Chapter 9”) of the SGX-ST, for the Company, its subsidiaries and target associated
companies or any of them, to enter into any of the transactions falling within the types of
Interested Person Transactions, as set out in the Company’s Circular to Shareholders
dated 30 May 1997 (the “Circular”) and as amended by shareholders’ resolutions on
21 June 1999 and 14 May 2003 (collectively the “Updates to the Circular”), with any
party who is of the class of Interested Persons described in the Circular as amended by
the Updates to the Circular, provided that such transactions are carried out in the ordinary
course of business, on normal commercial terms and in accordance with the guidelines
and review procedures for Interested Person Transactions as set out in the Circular and
amended by the Updates to the Circular (the “Shareholders’ Mandate”);
(b) the Shareholders’ Mandate shall, unless revoked or varied by the Company in general
meeting, continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting is required by law to be
held whichever is the earlier; and
(c) the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including, without limitation, executing all such documents as may be
required) as they may consider expedient or necessary or in the interests of the Company
to give effect to the Shareholders’ Mandate and/or this Resolution.
11. To transact such other business which can be transacted at an Annual General Meeting. Resolution 11
A member of the Company is entitled to appoint a proxy to attend the meeting and vote in his stead. A proxy need not be a member
of the Company.
The instrument appointing a proxy must be deposited at the registered office of the Company, 1 Maritime Square #10-10,
HarbourFront Centre, Singapore 099253, not less than 48 hours before the time appointed for holding the Annual General Meeting.
Members intending to deposit their instrument appointing a proxy on Saturdays, Sundays or after office hours, will have to deposit
the same in the Company’s mail box located next to Lift Lobby A on the ground floor of HarbourFront Centre.
Special Business:
Ordinary Resolution No. 2, relates to the proposal for the payment of a final total tax exempt one-tier dividend of 40 cents per share
(further to the interim tax exempt one-tier dividend of 20 cents per share paid to shareholders on 22 August 2007).
Ordinary Resolution Nos. 4 and 5, relating to the retirement and re-election of Directors, details and information of these Directors
may be found in the Board and Directors section in the Company’s Annual Report.
Ordinary Resolution No. 7 is to renew the Share Buyback Mandate, which was originally approved by the shareholders on 26 April
2006. Please refer to Appendix 1 to this Notice of Annual General Meeting for details.
Ordinary Resolution No. 8 if passed, will empower the Directors from the date of the Annual General Meeting until the date of
the next Annual General Meeting to issue further Shares and Instruments in the Company, including a bonus or rights issue. The
maximum number of Shares, which the Directors may issue under this Resolution shall not exceed the quantum set out in the
Resolution.
Ordinary Resolution No. 9 if passed, will empower the Directors to take certain actions relating to the SPC Restricted Share Plan,
the SPC Performance Share Plan and the SPC Share Option Scheme 2000. Directors may exercise their power to issue and allot
Shares in the Company pursuant to the aforesaid grant or release of share awards and/or exercise of options, provided that the
aggregate number of Shares to be issued and allotted shall not exceed 15 per cent of the total number of issued Shares excluding
treasury shares in the capital of the Company from time to time. This authority is in addition to the general authority to issue Shares
sought under Ordinary Resolution No. 8.
Ordinary Resolution No. 10 if passed, will renew the mandate given by shareholders to the Company on 23 June 1997 (last
amended on 14 May 2003 and approved on 25 April 2007) to allow the Company and its subsidiaries and target associated
companies to enter into transactions with Interested Persons as defined in Chapter 9 of the listing manual of the SGX-ST. Please
refer to Appendix 2 to this Notice of Annual General Meeting for details.
IMPORTANT
1. For investors who have used their CPF moneys to buy shares in the capital
of Singapore Petroleum Company Limited, this Circular is forwarded to them
at the request of their CPF Approved Nominees and is sent solely FOR
Singapore Petroleum Company Limited INFORMATION ONLY.
Co Reg No: 196900291N 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective
(Incorporated in the Republic of Singapore) for all intents and purposes if used or purported to be used by them.
3. CPF investors who wish to attend the Annual General Meeting as observers
have to submit their requests through their respective agent banks so
that their agent banks may register, within the specified timeframe, with
Singapore Petroleum Company Limited. (Agent banks: please refer to Note
No. 7 below on the required details).
ANNUAL GENERAL MEETING
I/We__________________________________________________________________________________________________________ (name)
of___________________________________________________________________________________________________________(address)
being a member/members of SINGAPORE PETROLEUM COMPANY LIMITED (the “Company”) hereby appoint:
NRIC/ Proportion of
Name Address
Passport Number Shareholdings %
and/or (delete as appropriate)
NRIC/ Proportion of
Name Address
Passport Number Shareholdings %
Fold and glue along dotted line
_____________________________________
Signature(s) or Common Seal of Member(s)
IMPORTANT: Please read the notes on the overleaf.
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined
in Section 130A of the Companies Act of Singapore, Cap 50), you should insert that number of shares. If you only have shares registered in
your name in the Register of Members, you should insert that number of shares. However, if you have shares entered against your name in
the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares
entered against your name in the Depository Register and registered in your name in the Register of Members.
2. A Member may appoint not more than two (2) proxies to attend and vote at the same General Meeting. A Member appointing more than
one (1) proxy shall specify the percentage of shares to be represented by each proxy and if no percentage is specified, the first named
proxy shall be deemed to represent one hundred (100) per cent of the shareholding and the second named proxy shall be deemed to be an
alternate to the first named. The Company shall be entitled (i) to reject any instrument of proxy executed by a Depositor if the Depositor’s
name does not appear in the Depository Register forty eight (48) hours prior to the commencement of the relevant General Meeting as
certified by CDP to the Company, and (ii) for the purpose of a poll, to treat an instrument of proxy executed by a Depositor as representing
the number of shares equal to the number of shares appearing against his name in the Depository Register referred to in (i) above,
notwithstanding the number of shares actually specified in the relevant instrument of proxy.
3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Maritime Square #10-10,
HarbourFront Centre, Singapore 099253 not less than 48 hours before the time appointed for the Annual General Meeting. Members
intending to deposit their instrument appointing a proxy on Saturdays, Sundays or after office hours, will have to deposit the same in the
Company’s mail box located next to Lift Lobby A on the ground floor of HarbourFront Centre.
Affix
Postage
Stamp
4. 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. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter
or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of
proxy, failing which the instrument may be treated as invalid.
5. 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 of Singapore (Cap. 50).
6. The Company shall be entitled to reject the instrument appointment 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 Members whose shares are entered against their names in the Depository Register, the
Company may reject any instrument appointing a proxy or proxies lodged if such Members are not shown to have shares entered against
their names in the Depository Register 48 hours before the time appointed for holding the Annual General Meeting as certified by The
Central Depository (Pte) Limited to the Company.
7. Agent banks acting on the request of CPF investors who wish to attend the Annual General Meeting as observers are required to submit
in writing, a list with details of the investor’s name, NRIC/Passport number, address and number of shares held. The list, signed by an
authorised signatory of the agent bank, has to reach the Company Secretary at the registered office of the Company not less than 48 hours
before the time appointed for holding the Annual General Meeting.
Notes
Notes
Singapore Petroleum Company Limited
(Incorporated in the Republic of Singapore)