Escolar Documentos
Profissional Documentos
Cultura Documentos
An ensemble of instrumentalists comprising string, brass, woodwind and percussion sections is a fitting metaphor for PSA; an organisation global and expanding, having diverse talents, bridging different nations and cultures, incorporating the best experience and expertise; all in all, whose whole is far greater than the sum of its parts! Every member of PSA plays an important role, brings unique value, and contributes to PSAs success; much as each musician in an orchestra comes together to deliver a beautiful musical performance.
Our M ission
To be the port operator of choice in the worlds gateway hubs, renowned for best-in-class services and successful partnerships.
Our Values
Committed to Excellence We set new standards by continuously improving results and innovating in every aspect of our business. Dedicated to Customers We help our customers, external and internal, succeed by anticipating and meeting their needs. Focused on People We win as a team by respecting, nurturing and supporting one another. Integrated Globally We build our strength globally by embracing diversity and optimising operations locally.
Program
Our Mission & Values Setting the Tempo Group Chairmans Message Group CEOs Message Keeping Our Rhythm Board of Directors Senior Management Council Raising the Bar Global Footprint Group Financial Highlights World Class Performances The Rhythm of Business Round of Applause In Harmony Touching the Heartstrings The Ascending Fish! Motif Financial Review Corporate Directory 1 4 6
10 12
16 18
22
26 27 28 31 100
Group Chairmans
M essage
PSA must therefore continue to remain very vigilant and focused so that we can be prepared for any challenges and seize any opportunities that come.
2010 would surely be remembered as a year that saw exuberance and dark clouds in equal measure. The world economies were greeted with caution and uncertainty as they entered year 2010, prayerfully hoping that the nascent recovery which started in the second half of 2009 would be sustainable. In the past year, economic recovery gathered pace leading to improved economic activities worldwide and stronger than expected recovery of global trade f lows. According to the IMF, world trade was projected to expand by 4.8% from 2009 to 2010, which represents a remarkable surge, given the low base in 2009. However, the global economic recovery has been patchy. Economists now predict a two-speed recovery, slow in advanced countries and fast in emerging market countries. Indeed, significant economic woes continue to besiege the advanced Western economies. The United States, still beleag uered by its stubbornly high unemployment rate, has committed to a second stimulus package; however, the world monitors, with bated breath, whether this stimulus will indeed strengthen United States nascent economic recovery or just plunge it into bigger national debt. In Europe, the sovereign debt default in Greece and the continuing worry over the solvency of the PIIGS countries have forced many European governments to initiate austerity measures to contain national spending, in the process setting off social protests and unrest, and depressing consumption. There is no easy solution and Eurozone countries are expected to be bogged down by these problems for months or even years ahead. In Japan, the strong yen is crippling its exports and faltering its economic recovery. In 2010, China has supported the global economic initiatives by the implementation of its own stimulus package to encourage consumption by its citizenry. Whilst its stimulus package has resulted in the maintenance of a relatively high GDP growth, it has not as yet been able to meaningfully right the imbalance of global trade flows and to have a strong, positive knock-on effect on the rest of the world. For these to happen, it will take some time. Whilst we continue to witness better growth rates in Asian economies, a gradual slowdown may be inevitable given rapidly mounting inflationary pressures, especially in China.
The mixed world economic performance, however, belied the unexpectedly strong recovery in the shipping industry, not only in volumes but also in freight rates. This is due in no small measure to the skilful management of shipping capacity by lines through the postponement of new builds, the lay-up of excess capacity, the scrapping of old ships, and the slow steaming of deployed ships. In all, Clarkson Research Services estimated that 2010 saw 140 million TEUs shipped, a record volume surpassing the previous high of 137 million TEUs in 2008. We a re ver y plea sed t hat ou r c ustomers have per for med exceedingly well and their stellar output helped PSA achieve a record volume of 65.1 million TEUs on a group-wide basis, representing a 14.4% increase over 2009. At PSA Singapore Terminals, the 2010 throughput of 27.7 million TEUs was 10.1% higher than the year before. The Groups revenue and net profit reached S$4.08 billion and S$1.18 billion respectively last year. At this point, I would like to express my sincere thanks to our valued customers, for placing their continued trust in us and allowing us the privilege of sharing in their success. Our promise of providing uncompromising and constant care has gratifyingly been recognised by the industry, and the PSA Group was conferred the Seatrade Asia Container Terminal Operator Award for the third consecutive year, Lloyds List Asia Award for Container Terminal Operator of the Year for the 10th year, and the Asian Freight & Supply Chain Award (AFSCA) for Best Global Container Terminal Operating Company for the fifth year. Regionally, Fuzhou International Container Terminal also garnered the China Freight Industry Award for Top 10 Best Container Terminals in China, while PSA Singapore Terminals was the recipient of AFSCA for Best Container Terminal (Asia) for the 21st time. Apart from the vote of support by our customers, these awards would not have been possible without the dedication and fortitude of our staff, unions and management. Their sustained efforts ensured that PSA maintained the world class service quality to which our customers have become accustomed. Steering the colossal PSA Group through such challenging times is a mammoth responsibility and I am much indebted to the dedicated members of the PSA Board whose staunch support, astute counsel and vast experience have greatly lightened the burden; for which I am deeply thankful. Here, I would also like to extend a warm welcome to Ms Chan Lai Fung, who joined our Board of Directors in March 2010 and quickly immersed herself in the Board Committees and deliberations. Alongside our ongoing business operations, PSA has also been actively involved in contributing back to society. The Howe Yoon Chong PSA scholarships, open to Singaporean students from low-income families, are uniquely aimed at providing education
opportunities for deserving students entering Institutes of Technical Education, Polytechnics and Universities. Besides other worthwhile projects, PSAs Corporate Social Responsibility (CSR) work was extended to include the adoption of Nor t h Lig ht School, wh ich a i m s to help st udent s f rom underprivileged or troubled family backgrounds by preparing them for lifelong learning and employability. Besides cash donation, PSA will provide industrial attachment opportunities to NorthLight students. A rou nd t he world , ou r t er m i n a l s h ave a l s o cont r i but e d significantly towards charities throughout the year. Through staff events and the CSR fund, PSA Singapore Terminals has donated some S$500,000 to its adopted charities. Other efforts include PSA Antwerps contributions and staff volunteerism to the Belgian Paralympic Committee, the SolidarBus refugee and education support program in Italy and the Wheelchair Campaign of Trkiye Disabled Federation. Wit h in t he Group, a cor porate cult u re cha nge process is infectiously spreading to make PSA a more caring and fun work place. Based on four simple principles of Being There , Making Their Day , Choosing Your Attitude and Play , this change management initiative motivates our staff and harnesses their collective energies, strengths and passions. Some a na lysts a nd economists have high expectations for 2011, believing that global economic recovery is now on a solid foundation. I hope they are right. As for me, I continue to be bothered by the lingering and troubling economic problems in the developed countries and the severity of credit market pressures and unbalances in global trade f lows, all of which require considerable time to cure. PSA must therefore continue to remain very vigilant and focused so that we can be prepared for any challenges and seize any opportunities that come. Most importantly, PSA will continue to work closely with our customers to serve them with alacrity and dedication. I have every confidence that we will remain fleet and versatile in our responses to change, while leveraging on our core strength in the pursuit of excellence.
Group CEOs
M essage
2010, the year of the Tiger in the Chinese zodiac, certainly lived up to its characterisation, .. I seek the unattainable, and try the untried. A converg ence of a l l t he mea su res m ac ro a nd m ic ro governments putting the balance sheet of the State at the disposal of the financial systems, continued quantitative easing to support demand, slow steaming by container shipping lines to soak up surplus capacity all collectively had the desired effect of calming the global markets. PSA and the port and shipping sector in tandem with all other industries benefited from the resulting outcome. Container volumes recovered strongly in 2010 from the previous year and, with the contribution of volumes from newly commissioned terminals in Busan in South Korea, Chennai in India and Vung Tau in Vietnam, PSA Group ended the year with a new peak of 65.1 million TEUs (14.4% increase year on year) handled across its network of terminals worldwide, surpassing the previous high of 63.2 million TEUs achieved during the heady and tumultuous times in 2008.
In 2010, two new terminal projects were completed: Zeebrugge International Port, in the deep-sea harbour of Zeebrugge in Flanders, Belgium, and Panama International Terminals in Panama City, on the Pacific coast of Panama. Both terminals will commence full commercial operations this year. Also in 2010 capital expenditure deferred during the global economic crisis to upgrade and expand the Groups deep-sea capabilities to service the expanding fleet of mega-size container vessels was revived; and I am pleased to report that additional capacity to berth and handle these mega vessels has been added in Singapore, Tianjin in China, Sines in Portugal, and Zeebrugge during 2010, and barring any further major economic shocks, this capability upgrading will continue through 2011 and beyond. The Group is also continually reviewing its network and portfolio of port investments to match the changing landscape of global trade.
We have also continued to align our internal organisation to manage effectively our growing network of terminals worldwide and to meet the challenges posed by an ever-evolving competition landscape in a fast changing world of new emerging economies and geo-politics.
The expansion of the Groups portfolio into overseas markets to diversify the earnings base started in earnest post corporatisation in 1997, and at the end of last year, the volumes handled at our overseas terminals made up 37.4 million TEUs or 57.5% of the Groups total volumes. This diversification into overseas markets mitigates exposure to any single market, and has stood us well through the economic turbulence of the recent two years. Building strategic joint venture partnerships with key shipping lines including MSC, PIL, CMA, Cosco, NYK and K-Line in Singapore, Antwerp, Zeebrugge and Sines has also provided some measure of support when global trade went into a tailspin in 2009; today, a sizeable portion of global volumes is handled with these strategic partnerships, the first of which was entered into in 2003 with MSC. The Group has also been working to enhance its human capital leadership and bench strength commensurate with an expanding Multinational Corporation (MNC). The Groups Fish! teambuilding and leadership program, which was first rolled out in 2006 by Group HR, has now evolved into a global corporate culture change platform encompassing the whole organisation worldwide, and Fish! is now prevalent as a unifying language, within the PSA family. As part of the ongoing transformation of PSA into a global MNC, we have continued to groom young and capable talents from within the organisation, supplemented by good potential talent from without, to build a strong, competent and committed global leadership team. We have also continued to align our internal organisation to manage effectively our growing network of terminals worldwide and to meet the challenges posed by an ever-evolving competition landscape in a fast changing world of new emerging economies and geo-politics. The seeds of human capital development we have planted over the years have taken root and dovetailed well with my personal plan of retiring by 62. This year in August, I shall have attained this milestone age, and after close consultations with the Group Chairman, Fock Siew Wah, I shall be stepping down later this year as Group CEO. An internal and external global search process for my replacement was started earlier this year and I will continue to serve as Special Advisor to the Group Chairman after my retirement. I wish to thank all partners and customers for their continued patronage all these years; PSA is grateful for the privilege of working with and serving them. I also wish to express my gratitude to the past and present Chairmen and Board Directors for their strong support and expert advice given to me. I am equally appreciative of the wholehearted support from my colleagues in the management team as they rallied around me to face and surmount all the challenges that came our way. My heartfelt thanks also go out to the PSA staff and unions for their selfless effort in helping the Group grow to what it is today. Their determined and relentless drive to go the extra mile for our customers, unparalleled commitment to getting the job done, and willingness to change and adapt have enabled PSA to grow from strength to strength. I feel a sense of humility and fulfilment in helming this excellent organisation, which is also The Worlds Port of Call, knowing that I am a part of its success story!
K eeping ourRhythm
Our Board of Directors and Senior Management Team keep PSA moving forward together amid the challenging and swiftly-evolving business environment, akin to an orchestra having to negotiate changing keys and complex rhythms! It requires the rapport of every member to hold the ranging tempo.
10
FOCK SIEW WAH Group Chairman Main Committees: Chairman, EXCO Chairman, LDCC
EDDIE TEH Deputy Group Chairman Main Committee: Member, EXCO Member, Supervisory Committees: Southeast Asia, Northeast Asia, Middle East South Asia, Europe & Mediterranean, Marine Services
Board of
D irectors
TAN CHIN NAM FRANK WONG Main Committee: Member, LDCC Chairman, Supervisory Committee: Northeast Asia Main Committee: Member, Audit Member, Supervisory Committee: Middle East South Asia
CHAN LAI FUNG Member, Supervisory Committees: Europe & Mediterranean Marine Services
11
KUA HONG PAK Main Committees: Chairman, Audit Member, EXCO Chairman, Supervisory Committee: Southeast Asia KOH POH TIONG Main Committee: Member, EXCO Member, Supervisory Committee: Northeast Asia
MICHAEL LIM Main Committees: Member, EXCO Member, LDCC Chairman, Supervisory Committee: Middle East South Asia
NG CHEE KEONG Main Committee: Member, Audit Chairman, Supervisory Committee: Europe & Mediterranean
DAVINDER SINGH Main Committee: Member, LDCC Member, Supervisory Committee: Southeast Asia
12
EDDIE TEH Group CEO CAROLINE LIM Global Head of HR & Corporate Affairs
Senior M anagement
Council
13
GOH MIA HOCK Head of Group Risk Management / Technology & Operations Development
16
Global
F ootprint
25
SOUTHEAST ASIA SINGAPORE PSA SINGAPORE TERMINALS THAILAND EASTERN SEA LAEM CHABANG TERMINAL VIETNAM SP-PSA INTERNATIONAL PORT MIDDLE EAST SOUTH ASIA INDIA TUTICORIN CONTAINER TERMINAL CHENNAI INTERNATIONAL TERMINALS PSA ABG KOLKATA CONTAINER TERMINAL PSA ABG KANDLA CONTAINER TERMINAL PAKISTAN PSA GWADAR INTERNATIONAL TERMINALS NORTHEAST ASIA CHINA DALIAN TERMINALS FUZHOU TERMINALS GUANGZHOU CONTAINER TERMINAL TIANJIN TERMINALS DONGGUAN CONTAINER TERMINAL HONG KONG TERMINALS SOUTH KOREA INCHEON CONTAINER TERMINAL PUSAN NEWPORT INTERNATIONAL TERMINAL JAPAN HIBIKI CONTAINER TERMINAL
1 2 3
26
4 5 6 7 8
9 10 11 12 13 14 15 16 17
EUROPE & MEDITERRANEAN BELGIUM & THE NETHERLANDS PSA Antwerp PSA ZEEBRUGGE ITALY VOLTRI TERMINAL EUROPA VENICE CONTAINER TERMINAL PORTUGAL SINES CONTAINER TERMINAL TURKEY MERSIN INTERNATIONAL PORT UNITED KINGDOM PSA GREAT YARMOUTH CONTAINER TERMINAL AMERICAS PANAMA PSA PANAMA INTERNATIONAL TERMINAL ARGENTINA EXOLGAN CONTAINER TERMINAL
18 19 20 21 22 23
24
25 26
17
24 19 18 20 22 21 12 23 9 15 16 17
7 6
11
10 13 14
2 5 4 3
18
Group Financial
Highlights
TEUs - Twenty-foot Equivalent Units All amounts in Singapore dollars Volume Throughput (million TEUs) Singapore Overseas Global Consolidated Income Statement ($ million) Revenue Operating Expenses Operating Profit Other Income/(Expenses) Profit from Operations Finance Costs Share of Profit of Associates Profit before Income Tax Income Tax Expense Profit for the year Non-Controlling Interests Profit attributable to Owner of the Company Consolidated Financial Position ($ million) Total Assets Total Liabilities Total Equity Financial Ratios Operating Margin1 Return on Average Total Assets2 Return on Average Total Equity3 Total Debt/Equity (times)4 Value-added per Employment Cost ($) Economic Value Added ($ million) Earnings per Share ($)
Operating profit expressed as a percentage of revenue Profit for the year, add back finance costs, expressed as a percentage of average total assets Profit for the year, expressed as a percentage of average total equity 4 Total debt divided by total equity
1 2 3
2010
2009
2008
2007
2006
4,076 (2,622) 1,454 14 1,468 (340) 261 1,389 (191) 1,198 (19) 1,179
3,835 (2,631) 1,204 3 1,207 (342) 244 1,109 (145) 964 12 976
4,392 (2,922) 1,470 (28) 1,442 (393) 260 1,309 (265) 1,043 (4) 1,039
4,151 (2,573) 1,578 875 2,453 (504) 239 2,188 (248) 1,940 (15) 1,925
3,736 (2,400) 1,336 348 1,684 (405) 202 1,481 (256) 1,225 (16) 1,209
Revenue ($ million)
4,500 4,000 3,500
60
2006
2007
2008
2009
2010
19
Geographical Contribution
SEGMENT REVENUE 2009 South East Asia Europe North East Asia Others 2010 South East Asia Europe North East Asia Others
58% 30% 7% 5%
59% 28% 7% 6%
SEGMENT NON-CURRENT ASSETS 2009 South East Asia Europe North East Asia Others 43% 27% 23% 7% 2010 South East Asia Europe North East Asia Others 44% 25% 23% 8%
22
23
MIDDLE EAST SOUTH ASIA The India economy weathered the global financial crisis well and, by 2010, it had bounced back strongly with a GDP growth of 8%. PSAs Chennai International Terminals, seizing the robust growth momentum, increased their container throughput to cross the 300,000-TEU mark in 2010, up from 26,000 TEUs handled in the three months of operations since start up in 2009. PSA ABG Kandla Container Terminal experienced a 19.1% growth in volume at 155,717 TEUs for 2010 while ABG Kolkata Container Terminals throughput of over 249,000 TEUs represented almost its full capacity. The multipurpose-built PSA Gwadar International Terminals handled 815,000 metric tonnes of urea in 2010. EUROPE & MEDITERRANEAN PSA Antwerp in Belgium is the other PSA flagship terminal outside of Singapore. It handled 14.7% more containers in 2010 over 2009. Even more spectacularly, its joint venture with Mediterranean Shipping Company achieved a 16.2% increase in throughput at 5.3 million TEUs, which is a record. Meanwhile, PSA Zeebrugge pulled out all the stops to get Zeebrugge International Port (ZIP) operational in November 2010. ZIP is fully equipped with four double hoist twin lift cranes and 16.5 metres of water depth alongside to handle mainhaul mega vessels. It also has on dock rail intermodal capacit y of over 120 block trains weekly and an 80,000 square metres on dock Distripark facility. In close proximity, Container Handling Zeebrugge (CHZ), a PSA joint venture with Terminal Link SA, achieved over 1 million TEUs for the first time.Upgrading works are planned in 2011 to deepen alongside water depth to 17 metres, enabling CHZ to handle mega vessels without restrictions. Elsewhere in Italy, Voltri Terminal Europa (VTE) achieved a 10.8% increase in volume, resulting in an annual throughput exceeding 980,000 TEUs in 2010. In May 2010, VTE obtained
the concession to Module 6, which added 233 metres of quay and 10 hectares of yard. Despite Portugal facing severe pressure on sovereign debts, PSAs investment in Sines turned in a respectable 50.7% volume increase. MSCs Eastbound Far East Lion Service which was launched in May 2010 contributed to the strong transhipment traffic in Sines. Mersin International Port in Turkey did very well in 2010, recording volume highs in three areas: highest annual container volume, highest monthly container volume and the highest monthly volume of container freight station boxes handled. The terminal also reached 1 million TEUs for the first time in its history. AMERICAS Exolgan Container Terminal rode on the positive economic sentiments in Argentina to handle more than 600,000 TEUs in 2010. It is currently expanding its quay to provide for three container berths and the capability to serve Post-Panamax vessels. Construction is expected to be completed by March 2011. PSA Panama International Terminal handled its first vessel on 23 December 2010.This vessel carried a shipment of steel for the Panama Canal expansion project. MARINE PSA Marinedeployed 32 tugs tosupport towage operations in Singapore and 20 tugs for its overseas towage business. To meet the demands of thepilotage service, PSA Marine continued to recruit and train pilots. At year end, there were219 pilots, an increase of16 over the previous year. PSA Marine continued to exploit technolog y to enhance customer service. Since April 2010, customers of PSA Marine have enjoyed amore convenient way to order, amend and enquiremarine services orders with the launch of the Internet Marine Ordering System via Smartphones, which is available on a 24/7 basis.
Round of Applause
The audience affirms their appreciation for good music by applauding the orchestra at the end of a performance. PSA appreciates its staff for their contribution and support by empowering them through culture change, continual learning, and involving them in corporate social responsibility activities it is our way of applauding our people and thanking them for their unwavering commitment.
26
In H armony
PSA Internationals Board of Directors plays a pivotal role in overseeing its business affairs and providing guidance on strategic planning, particularly in growth and financial performance. The Board holds quarterly meetings to steer business directions, review investment opportunities, and approve budgets and audited accounts. Decisions are made based on a majority vote; in the event of equal votes, the Chairman holds the deciding vote. The Board is supported by the following Committees: Executive Committee (EXCO) The EXCO reviews and develops strategies for the long term role and position of the Group. It is responsible for approving major acquisitions and disposal of investments, capital expenditures, the taking of loans and provision of guarantees, investment policies for financial projects, customer contracts, tenders and purchase contracts. Audit Committee The Audit Committee identifies significant risk areas and reviews the effectiveness of control procedures and processes to mitigate risks. It assesses the reliability of management reporting and compliance with applicable laws and regulations, and reviews the statutory accounts. Leadership Development & CompensationCommittee (LDCC) The LDCC oversees leadership development, ta lent management and remuneration. It ensures that companies within the Group have in place appropriate programs and consistent policies for grooming leaders, developing global talent and preparing potential successors to key leadership positions. It also reviews the performance and approves the remuneration of PSAs senior management. Supervisory Committees (SCs) The SCs align management resources to better manage PSAs portfolio of terminals worldwide. There are five SCs, namely: Southeast Asia SC, Northeast Asia SC, Middle East South Asia SC, Europe & Mediterranean SC and Marine Services SC. Each SC reviews and plans growth strategies, a nd approves major capita l expendit ures, customer contracts, tenders and purchase contracts for all PSA entities within its respective business purview. The commercial practices within the PSA Group are further guided by the Code of Business Conduct to ensure utmost business integrity.
27
28
F inancial Review
Directors Report Statement by Directors Independent Auditors Report Group Financial Statements 32 35 36 37
32
D irectors Report
Directors
The directors in office at the date of this report are as follows: Mr Fock Siew Wah (Group Chairman) Mr Eddie Teh Ewe Guan (Deputy Group Chairman and Group Chief Executive Officer) Ms Chan Lai Fung (Appointed on 22 March 2010) Mr Davinder Singh s/o Amar Singh Mr Frank Kwong Shing Wong Mr Koh Poh Tiong Mr Kua Hong Pak Mr Michael Lim Choo San Mr Ng Chee Keong Dr Tan Chin Nam
Directors interests
According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in related corporations are as follows: Name of director and corporation in which interests are held Fock Siew Wah Singapore Telecommunications Limited - Ordinary shares Chan Lai Fung Singapore Telecommunications Limited - Ordinary shares Davinder Singh s/o Amar Singh Singapore Airlines Limited - S$300 million 2.15% Bonds due 2015 Singapore Technologies Engineering Ltd - Ordinary shares - Unvested restricted shares (performance period from 01/01/2008 to 31/12/2008) - Conditional award of 14,500 restricted shares to be delivered after 2009 - Unvested restricted shares (performance period from 01/01/2009 to 31/12/2009) - Time-based restricted shares to be delivered after 2010 Singapore Telecommunications Limited - Ordinary shares Vertex Investment (II) Ltd - Ordinary shares Vertex Technology Fund (II) - Ordinary shares - Redeemable preference shares Holdings at beginning of the year/date of appointment Holdings at end of the year
3,240
3,240
1,550
1,550
S$500,000 8,192 2,548 #1 Nil 6,197 #1 11,300 #3 1,810 Nil 500 486
33
D irectors Report
1,490
1,490
3,027
3,027
49,850
42,570
1,870 367
1,870 367
#1
Balance of unvested restricted shares to be released according to the stipulated vesting periods. A minimum threshold performance over a one year period is required for any restricted shares to be released. A specified number of restricted shares to be released will depend on the extent of achievement of all performance conditions and will be delivered in phases according to the stipulated vesting periods.
#2
#3
The shares under the time-based restricted award will be vested in 2011.
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year. Except as disclosed under the Share Options section of this report, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Except for salaries, bonuses and fees that are disclosed in note 33 to the financial statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
34
D irectors Report
Share options
The Company has not granted any share option. The PSA Employee Share Option Plan (the Plan) granted by a subsidiary was approved and adopted by its then members at an Extraordinary General Meeting held on 22 March 2001. In the event of an initial public offering of the shares of the subsidiary, certain employees may be allotted a number of share options based on the monetary value of the underlying shares at the initial public offering price. The options shall vest one year after any initial public offering of the shares. No options have been granted since the commencement of the Plan. Since the end of the last financial year, none of the Companys subsidiaries have granted any options.
Auditors
The auditors, KPMG LLP, have expressed their willingness to accept re-appointment.
25 February 2011
35
Statement by Directors
Year ended 31 D ecember 2010
In our opinion: (a) the financial statements set out on pages 37 to 98 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 2010 and of the results, changes in equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; 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. The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
25 February 2011
36
KPMG LLP Public Accountants and Certified Public Accountants Singapore 25 February 2011
37
Non-current assets Property, plant and equipment Intangible assets: - Port use rights - Other intangible assets Subsidiaries Associates Financial assets Other non-current assets Current assets Inventories Trade and other receivables Cash and bank balances Total assets
6,680,208 966,055 609,370 1,575,425 7,622,888 334,432 32,156 16,245,109 68,908 583,446 2,052,092 2,704,446 18,949,555
6,942,194 1,094,893 678,593 1,773,486 8,139,748 183,959 35,254 17,074,641 65,034 628,785 1,842,438 2,536,257 19,610,898
5 6 7 9 10
11 14
Share capital Reserves Equity attributable to owner of the Company Non-controlling interests Total equity Non-current liabilities Borrowings Provisions Other non-current obligations Deferred tax liabilities Current liabilities Trade and other payables Borrowings Current tax payable Bank overdrafts Total liabilities Total equity and liabilities
15 16
17 18 19 21
7,292,818 62,114 54,028 300,441 7,709,401 1,186,372 940,825 247,744 16,394 2,391,335 10,100,736 18,949,555
8,510,414 66,234 42,918 301,587 8,921,153 1,198,010 859,742 293,168 45,487 2,396,407 11,317,560 19,610,898
22 17 14
38
Attributable to: Owner of the Company Non-controlling interests Profit for the year 1,179,002 19,483 1,198,485 975,875 (11,964) 963,911
39
Other comprehensive income Translation differences of foreign operations Exchange differences on monetary items forming part of net investment in foreign operations Exchange differences on hedge of net investment in a foreign operation Effective portion of changes in fair value of cash flow hedges Net change in fair value of cash flow hedges transferred to income statement Net change in fair value of available-for-sale financial assets Share of capital reserve in associates Share of fair value reserve in associates Share of hedging reserve in associates Share of foreign currency translation reserve in associates Income tax on other comprehensive income Other comprehensive loss for the year, net of income tax Total comprehensive income for the year 21 (722,025) (301,909)
(121,232) 335,141 (30,496) 16,877 164,355 440 3,673 (356) (3,199) 1,239 (355,583) 842,902
17,982 73,431 20,922 25,476 75,288 170 (1,011) 604 10,199 (6,541) (85,389) 878,522
Attributable to: Owner of the Company Non-controlling interests Total comprehensive income for the year 841,100 1,802 842,902 894,324 (15,802) 878,522
40
1,135,372
51,390
97,357
1,135,372
51,560
97,357
41
(251,421)
(71,220)
12,295
6,416,642
7,390,415
330,944
7,721,359
975,875
975,875
(11,964)
963,911
975,875
(298,805) 17,982 73,431 21,656 25,476 75,288 9,962 (6,541) (81,551) 894,324
(301,909) 17,982 73,431 20,922 25,476 75,288 9,962 (6,541) (85,389) 878,522
(300,000) (300,000)
(300,000) (300,000)
(448,614)
(30,025)
86,572
7,092,517
7,984,739
42
1,135,372
51,560
97,357
1,135,372
52,000
97,357
43
(448,614)
(30,025)
86,572
7,092,517
7,984,739
308,599
8,293,338
1,179,002
1,179,002
19,483
1,198,485
1,179,002
(704,386) (121,232) 335,141 (29,447) 15,870 164,355 558 1,239 (337,902) 841,100
(722,025) (121,232) 335,141 (30,496) 16,877 164,355 558 1,239 (355,583) 842,902
(300,000) (300,000)
(300,000) (300,000)
254,600
44
Operating activities Profit for the year Adjustments for: Depreciation and amortisation Impairment made for: Financial assets Intangible assets Property, plant and equipment Dividend income from financial assets Gain on disposal of: Associates Property, plant and equipment Share of profit of associates, net of tax Finance costs Interest income Income tax expense Net fair value (gain)/loss on fair value hedge Changes in working capital: Inventories Trade and other receivables Trade and other payables Cash generated from operations Income taxes paid Cash flows from operating activities Investing activities Purchase of property, plant and equipment and intangible assets Proceeds from disposal of: Associates Financial assets Property, plant and equipment and intangible assets Proceeds from capital distribution from equity securities Dividends received from associates and financial assets Interest received Cash flows used in investing activities 47,125 115,855 52,542 (274,166) 15,719 4,483 81,457 575 110,290 54,866 (719,180) (489,688) (986,570) (3,874) (10,438) 22,720 2,047,290 (219,099) 1,828,191 (3,324) 10,232 (10,594) 1,781,211 (200,301) 1,580,910 28 25 25 (11,027) (261,343) 340,462 (50,550) 190,699 (4,123) 2,038,882 (565) (8,366) (243,728) 342,383 (59,472) 144,648 3,187 1,784,897 27 27 27 25 309 61,017 5,275 (3,857) 492 61,172 12,740 (4,135) 573,535 572,630 1,198,485 963,911
45
Financing activities Proceeds from bank loans and notes Repayment of bank loans and notes Interest paid Payment of finance lease liabilities Dividends paid to owner of the Company Dividends paid to non-controlling shareholders of subsidiaries Capital contribution by non-controlling shareholders of subsidiaries Repayment of loans from non-controlling shareholders of subsidiaries Proceeds from loans from non-controlling shareholders of subsidiaries Acquisition of partial interest in a subsidiary Disposal of partial interest in a subsidiary Cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at end of the year Cash and cash equivalents at end of the year comprises: Cash and bank balances Bank overdrafts 14 2,052,092 (16,394) 2,035,698 1,842,438 (45,487) 1,796,951 14 1,908,327 (2,568,278) (331,710) (4,813) (300,000) (10,704) 20,708 (5,488) (17,536) 6,307 (1,303,187) 250,838 1,796,951 (12,091) 2,035,698 3,292,367 (2,957,613) (356,617) (3,933) (300,000) (9,402) 7,608 (19,140) 8,205 (338,525) 523,205 1,277,381 (3,635) 1,796,951
46
2
2.1
47
48
49
50
No depreciation is provided on capital work-in-progress until the related property, plant and equipment is ready for use. Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date. 2.5 Intangible assets Intangible assets with finite useful lives are stated at cost less accumulated amortisation and impairment losses. Intangible assets with infinite useful lives or not ready for use are stated at cost less accumulated impairment losses. Port use rights The expenditure incurred in relation to the right to operate a port are capitalised as port use rights. Port use rights are amortised in the income statement on a straight-line basis over the period of the operating rights being available.
51
over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in income statement. Goodwill is measured at cost less accumulated impairment losses and is subject to testing for impairment, as described in note 2.6. Software development costs Development expenditure attributable to projects where the technical feasibility and commercial viability of which are reasonably assured, is capitalised and amortised over the time period for which the tangible benefits of the projects are expected to be realised. Software development costs are not amortised until the completion date and when the software is ready for use. Amortisation is charged to the income statement on a straight-line basis over its estimated useful life of 3 years. Computer software Computer software, which is acquired by the Group, where it is not an integral part of the related hardware, is treated as an intangible asset. Computer software is amortised in the income statement on a straight-line basis over its estimated useful life of 3 years, from the date on which it is ready for use. 2.6 Impairment of non-financial assets The carrying amounts of the Groups non-financial assets with finite useful lives, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amounts are estimated. Non-financial assets with infinite useful lives or not available for use are tested for impairment on an annual basis. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of cash-generating units that are expected to benefit from the synergies of the combination.
52
53
54
55
56
57
58
59
60
Note
Buildings $000
Group Cost At 1 January 2009 Reclassifications Additions Disposals Transferred to intangible assets Translation differences on consolidation At 31 December 2009 Reclassifications Additions Disposals Transferred to intangible assets Translation differences on consolidation At 31 December 2010 Accumulated depreciation and impairment losses At 1 January 2009 Reclassifications Depreciation charge for the year Disposals Impairment losses Translation differences on consolidation At 31 December 2009 Reclassifications Depreciation charge for the year Disposals Impairment losses Translation differences on consolidation At 31 December 2010 Carrying amount At 1 January 2009 At 31 December 2009 At 31 December 2010
1,627,662 46,048 3,835 (59,604) (10,030) 1,607,911 10,902 286 (15,043) 1,604,056
887,469 93,341 43,875 (34,347) (13,168) 977,170 22,773 9,161 (2,235) (83,976) 922,893
27
27
475,225 50,770 (37,450) 12,310 (808) 500,047 50,185 3,927 (984) 553,175
358,446 (18) 34,446 (24,109) 323 (2,518) 366,570 33,682 (1,357) (37,515) 361,380
61
Computers $000
Total $000
2,476,132 404,743 54,292 (43,743) (30,227) 2,861,197 67,870 5,698 (8,002) (94,064) 2,832,699
4,196,598 248,676 177,010 (57,075) (31,452) 4,533,757 250,393 150,217 (94,233) (272,662) 4,567,472
437,049 23,492 20,194 (9,356) (5,485) 465,894 2,065 17,779 (25,837) (6,129) 453,772
21,363 569 577 (552) (459) 21,498 948 736 (806) (837) 21,539
140,817 20,498 6,047 (4,795) (706) 161,861 5,387 4,901 (11,936) (5,912) 154,301
815,373 (837,367) 506,106 (11,710) (2,643) (2,749) 467,010 (360,338) 389,254 (1,794) (1,137) (13,457) 479,538
10,602,463 811,936 (221,182) (2,643) (94,276) 11,096,298 578,032 (144,843) (1,137) (492,080) 11,036,270
683,004 276 107,625 (24,461) (4,403) 762,041 753 118,898 (3,780) (20,772) 857,140
2,034,656 (617) 262,127 (47,750) 70 (16,147) 2,232,339 (753) 260,581 (72,760) 1,348 (144,273) 2,276,482
134,605 209 30,299 (9,229) (1,519) 154,365 31,147 (19,725) (2,174) 163,613
6,430 (95) 2,551 (513) (548) 7,825 2,511 (655) (501) 9,180
113,516 245 23,304 (4,579) 37 (1,606) 130,917 20,718 (11,385) (5,158) 135,092
3,805,882 511,122 (148,091) 12,740 (27,549) 4,154,104 517,722 (109,662) 5,275 (211,377) 4,356,062
62
42 (4) 38 7 45
36 4 (4) 36 2 38
6 2 7
120 60 347
166 94 32
The carrying amount of property, plant and equipment of the Group includes an amount of approximately $117.7 million (2009: $11.2 million) held under finance leases (note 17). Impairment loss At 31 December 2010, a shortfall in the carrying amount of property, plant and equipment of certain subsidiaries was identified. The shortfall was determined when the value in use of the asset fell below the carrying value. Based on the assessment, an impairment loss of $5.3 million (2009: $12.7 million) was recognised in other operating expenses in the income statement.
63
25,670 2,044 4,741 (4) 2,425 (223) 34,653 5 5,342 (1,183) 1,053 (5,341) 34,529
84,871 7,945 206 (203) 92,819 7,931 177 (1,567) 84 (3,418) 96,026
834,925 (306) 13,829 (4) 2,643 (1,822) 849,265 11,153 (2,750) 1,137 (29,562) 829,243
2,102,130 34,405 (4) 2,643 (31,008) 2,108,166 15,865 (4,117) 1,137 (128,716) 1,992,335
64
143,907 15,076 (2) 12,147 (456) 170,672 12,782 (2,090) 47,500 (8,991) 219,873
70,638 46,432 49,025 (2,087) 164,008 43,031 (1,110) 13,517 (22,409) 197,037
214,545 61,508 (2) 61,172 (2,543) 334,680 55,813 (3,200) 61,017 (31,400) 416,910
27
27
65
832
411
1,243
Impairment testing for cash-generating units (CGUs) containing goodwill For the purpose of impairment testing, goodwill is allocated to the Groups port business in the country of operation, which represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. The carrying value of goodwill primarily relates to the Groups port business CGUs in Europe of $469.5 million (2009: $477.8 million). The remaining goodwill relates to the Groups port business CGUs in Asia. The recoverable amounts of these port business CGUs were based on the value-in-use approach. They were determined by discounting the future cash flows generated from the continuing use of these units. The cash flow projections were done as part of the financial budgets approved by management. Key assumptions include the expected growth in revenues and gross margin, timing of future capital expenditures, growth rates and market development expectations in the port business based on both external sources and internal sources (historical data). The discount rates for the test were based on country specific risk adjusted discount rates and ranged from 6.00% to 15.50% (2009: 6.50% to 14.00%). Judgement is required to determine key assumptions adopted in the cash flow projections and changes to the key assumptions can significantly affect these cash flow projections and therefore the results of the impairment tests. At 31 December 2010, the recoverable amount of a CGU in Asia was determined to be lower than the carrying amount and an impairment loss of $47.5 million (2009: impairment loss of $12.1 million in a CGU in Europe) was recognised in other operating expenses in the income statement. Impairment loss on port use rights At 31 December 2010, a shortfall in the carrying amount of port use rights of a foreign subsidiary was identified. The shortfall was determined when the value in use of the asset fell below the carrying value. Based on the assessment, an impairment loss of $13.5 million (2009: impairment loss of $49.0 million in the port use rights of a foreign jointlycontrolled entity) was recognised in other operating expenses in the income statement.
66
The loans to subsidiaries form part of the Companys net investments in these subsidiaries. The loans are unsecured and settlement is neither planned nor likely to occur in the foreseeable future. Accordingly, these loans are stated at cost less impairment losses. The loans are principally denominated in Singapore dollars, US dollars and Hong Kong dollars, and comprise: (i) $1,686.7 million (2009: $947.8 million) loans bearing fixed interest rates ranging from 2.50% to 4.63% (2009: 2.50% to 4.63%) per annum; and (ii) $174.0 million (2009: $43.1 million) loans bearing floating interest rates ranging from 0.97% to 2.08% (2009: 1.14% to 4.43%) per annum and the interest rates are repriceable at intervals of one to six months. The remaining loans to subsidiaries are interest-free. Details of significant subsidiaries are as follows: Country of incorporation Effective percentage held by the Group 2010 2009 % % 100 100 100 100 100 100
Name of subsidiary
PSA Corporation Limited PSA Marine (Pte) Ltd PSA Antwerp N.V.
67
The loans to associates form part of the Groups net investments in these associates. The loans are unsecured and settlement is neither planned nor likely to occur in the foreseeable future. Accordingly, these loans are stated at cost less impairment losses. The loans are principally denominated in US dollars and Hong Kong dollars, and comprise: (i) $1.56 billion (2009: $1.70 billion) loans bearing floating interest rates of 1.21% to 3.25% (2009: 1.21% to 5.00%) per annum and the interest rates are repriceable at intervals of three to six months; and (ii) $368.9 million (2009: $401.2 million) loan bearing fixed interest rate of 1.00% (2009: 1.00%) per annum.
The Groups net investments in associates include port concession rights of $1.03 billion (2009: $1.16 billion). The amortisation of port concession rights totalling $35.3 million (2009: $35.3 million) is included in the Groups share of profit of associates in the income statement. The summarised aggregated financial information relating to associates set out below is not adjusted for the percentage of ownership held by the Group. Group
2010 $000
2009 $000
Assets and liabilities Total assets Total liabilities Results Revenue Profit for the year
49,219,328 9,982,527
52,453,740 10,758,879
6,615,197 1,226,620
6,519,276 1,111,873
The Groups share of contingent liabilities of the associates is $84.9 million (2009: $85.3 million).
68
HIT Investments Limited Hutchison Port Holdings Limited Hutchison Ports Investments S. r.l. Vopak Terminals Singapore Pte Ltd
Jointly-controlled entities
The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of jointlycontrolled entities which have been included in the consolidated statement of financial position and income statement: Statement of financial position Non-current assets Current assets Current liabilities Non-current liabilities Net assets Income statement Revenue Expenses Profit before income tax Income tax expense Profit for the year The Groups share of commitments of jointly-controlled entities is as follows: Operating lease commitments payable Within 1 year After 1 year but within 5 years After 5 years Capital commitments Group Group
2010 $000
2009 $000
2010 $000
2009 $000
69
Dalian Container Terminal Co., Ltd. International Trade Logistics S.A. Mersin Uluslararasi Liman Isletmeciligi A.S. Tianjin Port Pacific International Container Terminal Co., Ltd.
Financial assets
Quoted equity securities, available-for-sale Unquoted equity securities, at cost Impairment losses Group
10
The loan to a joint venture partner is unsecured, bears floating interest at LIBOR plus a margin and is repayable in 2020. The effective interest rates range from 1.26% to 2.18% (2009: 1.26% to 4.55%) per annum. Interest rates are repriceable at intervals of one to six months.
70
Trade and accrued receivables Deposits and other receivables Amounts due from: Subsidiaries Associates Related corporations Current portion of loans and receivables Tax recoverable Prepayments Swap hedging instruments
12 13
The amounts due from subsidiaries, associates and related corporations are unsecured, interest-free and repayable on demand. Transactions with these related entities are priced on terms agreed between the parties.
12
The Groups primary exposure to credit risk arises through its trade receivables. Concentration of credit risk relating to trade receivables is limited due to the Groups internationally dispersed customers. Due to the nature of the Groups business, credit risk is not concentrated in any specific geographical region but concentrated in companies exposed to business cyclical fluctuations that are commonly found in the shipping industry. The Groups historical experience in the collection of accounts receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Groups trade receivables.
71
The change in allowance for doubtful receivables in respect of trade and accrued receivables during the year is as follows: Group
2010 $000 At 1 January (Reversal)/allowance recognised Allowance utilised Translation differences on consolidation At 31 December 83,480 (13,815) (1,463) (1,302) 66,900
13
The Groups other receivables include an amount recoverable from a third party of $13.0 million (2009: $17.7 million) arising from an existing customers termination of contract in a foreign subsidiary. The remaining balance relates mainly to miscellaneous recoverables.
72
The range of effective interest rates per annum at the reporting dates is as follows: Group Company 2009 % 0.01 - 0.56 -
2010 % Cash and cash equivalents, excluding bank overdrafts Bank overdrafts
2009 %
2010 %
0.09 - 0.55 -
15
Share capital
Group and Company 2010 No. of shares (000) Issued and fully-paid: At 1 January and 31 December 2009 No. of shares (000)
607,372
607,372
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Companys residual assets.
73
16
Reserves
Group Company 2010 2009 $000 $000 6,472,153 6,472,153 5,695,715 5,695,715
Note
Capital reserve Insurance reserve Foreign currency translation reserve Hedging reserve Fair value reserve Accumulated profits
(a) (b)
Capital reserve The capital reserve comprises: (i) statutory reserve of foreign jointly-controlled entities set aside as required under local laws; and (ii) the Groups share of capital reserve of associates.
Insurance reserve
The insurance reserve relates to a sum transferred from the former Port of Singapore Authority to PSA Corporation Limited in 1997 as part of the vesting of property, rights and liabilities. This reserve is to cover potential past liabilities and for funding future potential liabilities in relation to the port related activities undertaken by PSA Corporation Limited.
74
(d)
Hedging reserve The hedging reserve comprises: (i) the effective portion of the cumulative net change in fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred; and (ii) the Groups share of hedging reserve of associates. Fair value reserve The fair value reserve comprises: (i) the cumulative net changes in the fair values of available-for-sale financial assets until the investment is derecognised; and (ii) the Groups share of fair value reserve of associates.
(e)
75
Non-current Unsecured fixed and floating rate notes Secured bank loans Unsecured bank loans Finance lease liabilities Loans from non-controlling shareholders of subsidiaries Current Unsecured fixed and floating rate notes Secured bank loans Unsecured bank loans Finance lease liabilities Loans from non-controlling shareholders of subsidiaries Total borrowings Total borrowings comprise: Total unsecured fixed and floating rate notes Total secured bank loans Total unsecured bank loans Total finance lease liabilities Total loans from non-controlling shareholders of subsidiaries
3,376,465 1,100,402 2,644,174 119,070 52,707 7,292,818 644,096 188,417 103,804 3,080 1,428 940,825 8,233,643
2,869,203 1,266,371 4,307,583 7,429 59,828 8,510,414 600,643 105,350 147,267 4,907 1,575 859,742 9,370,156
3,021,886 3,021,886
2,266,987 2,266,987
(a)
The loans are secured by mortgages on the borrowing subsidiaries property, plant and equipment of $863.5 million (2009: $872.2 million), and pledges of shares of subsidiaries which have net assets value as at 31 December 2010 amounting to $252.7 million (2009: $212.9 million).
76
The effective interest rates of finance lease liabilities range from 0.70% to 20.28% (2009: 1.58% to 14.50%) per annum. Loans from non-controlling shareholders of subsidiaries
The loans from non-controlling shareholders are unsecured and bear floating interest rates plus a margin. Interest rates are repriceable at intervals of six to twelve months. (d) Terms and debt repayment schedule The terms and conditions of outstanding loans and borrowings are as follows: Nominal interest rate % Group Unsecured fixed and floating rate notes Secured bank loans Unsecured bank loans Loans from noncontrolling shareholders of subsidiaries Company Unsecured fixed and floating rate notes 2010 2009
Year of maturity
0.66 - 2.50
2011 - 2018
54,135 8,129,862
54,135 8,111,493
61,403 9,371,709
61,403 9,357,820
0.97 - 5.90
2011 - 2025
3,038,930
3,021,886
2,283,735
2,266,987
77
The compensation sum relates to a provision made by a foreign subsidiary arising from an existing customers termination of contract with a third party. The estimated amount provided is based on actual claim made against the foreign subsidiary. A corresponding recoverable amount of $13.0 million (2009: $17.7 million) from another third party is included in other receivables (see note 13). An agreement to lease and grant the usage of pipeline wayleave between a subsidiary and a local authority requires the subsidiary to remove the pipeline at the end of the wayleave term. The provision for site restoration is based on an independent quotation received from a consultant. These costs are included as part of the carrying value of the pipeline capitalised in property, plant and equipment.
19
Note
Loans from non-controlling shareholders of subsidiaries Defined benefit obligations Other non-current obligations
20
The loans from non-controlling shareholders of subsidiaries form part of the shareholders investment in the subsidiaries. The loans are unsecured, interest-free and settlement is neither planned nor likely to occur in the foreseeable future. Accordingly, they are stated at cost.
78
Present value of unfunded obligations Unrecognised net actuarial losses Recognised liability for defined benefit obligations Recognised liability comprises:
Note
Group
Current Non-current
23 19
Movements in the liability for defined benefit obligations are as follows: Group
Note
At 1 January Benefits paid by the plan Current service costs recognised in the income statement Interest costs recognised in the income statement Provision written off Translation differences on consolidation At 31 December
26 26
79
Discount rate at 31 December Future salary increases Future pension increases Inflation
Assumptions regarding future mortality are based on published statistics and mortality tables. The average life expectancy of an individual retiring between age 60 to 65 is 23 for males and 27 for females. Past service costs and net actuarial results are amortised over the estimated service life of the employees under plan benefits. Historical information Group 2008 $000 15,966 329
2010 $000 Present value of recognised defined benefit obligations Experience adjustments arising on plan liabilities 13,337 (130)
The Group expects to pay $1.7 million in contributions to defined benefits plans in 2011. Equity compensation benefits The PSA Employee Share Option Plan (the Plan) in relation to shares of a subsidiary was approved and adopted by its then members at an Extraordinary General Meeting in March 2001. In the event of an initial public offering of the shares of the subsidiary, certain employees may be allotted a number of share options based on the monetary value of the underlying shares at the initial public offering price. The options shall vest one year after any such initial public offering of the shares of the subsidiary. No options have been granted since the commencement of the Plan.
80
(6,541) (6,541)
Deferred tax liabilities of the Company are attributable to the following: Company
2010 $000
2009 $000
642
669
Deferred tax liabilities and assets are offset when there is legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The amounts determined after appropriate offsetting are included in the statements of financial position as follows: Group Company
81
1,239 1,239
82
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which certain subsidiaries operate. Deferred tax assets have not been recognised in respect of these items because there is no indication that future taxable profit will be available against which certain subsidiaries of the Group can utilise the benefits.
22
Note
Trade payables and accrued operating expenses Other payables Advances and deposits Amounts due to: Subsidiaries Related corporations
23
The amounts due to subsidiaries and related corporations are unsecured, interest-free and repayable on demand.
23
Other payables
Group Company 2009 $000 10,723 10,723
Note
Other payables Accrued capital expenditure Swap hedging instruments Defined benefit obligations
20
The Groups other payables include interest payable of $41.4 million (2009: $32.6 million) and other sundry creditors.
83
25
Other income
Group
2010 $000 3,857 40,232 8,660 834 466 358 11,027 4,123 11,187 80,744
2009 $000 4,135 50,288 8,128 778 278 565 8,366 10,468 83,006
Dividend income from financial assets Interest income from: Associates Financial institutions Trade and other receivables Joint venture partner Non-controlling shareholder of a subsidiary Gain on disposal of associates Gain on disposal of property, plant and equipment, net Net fair value gain on fair value hedge Others
26
Note
Wages and salaries Contributions to defined contribution plans Defined benefit obligations
20
84
2010 $000
2009 $000
Impairment made for: Financial assets Intangible assets Property, plant and equipment Operating lease expense Net fair value loss on fair value hedge Exchange loss, net
28
Finance costs
Group
2010 $000
2009 $000
Interest paid and payable to: Banks and other financial institutions Fixed and floating rate notes holders Non-controlling shareholders of subsidiaries
29
Note
2010 $000
2009 $000
Current tax expense Current year Over provided in prior years Deferred tax expense Movements in temporary differences Underprovided in prior years 21 Income tax expense
85
Profit before income tax Share of profit of associates, net of tax Profit before income tax excluding share of profit of associates, net of tax Tax calculated using Singapore tax rate of 17% (2009: 17%) Effect of reduction in tax rate Effect of different tax rates in other countries Tax rebates and incentives Income not subject to tax Effect of unrecognised tax benefits Expenses not deductible for tax purposes Over provided in prior years Income tax expense
30
Operating segments
The Group is organised into business units based on their services and has two reportable operating segments as follows: Port business: The provision of container handling, operation of multi-purpose terminals and other port related services. Marine business: The provision of marine services. The Executive Committee and Senior Management Council of the Company monitor the operating results of the business units separately for the purpose of making strategic decisions. Performance is measured based on segment operating profit. Inter-segment pricing is determined on an arms length basis.
86
87
Operating profit Operating profit for reportable segments Other income Impairment made for property, plant and equipment and intangible assets Impairment made for financial assets Corporate and unallocated expenses Share of profit of associates, net of tax Finance costs Profit before income tax Segment assets Segment assets for reportable segments Cash and bank balances Financial assets Swap hedging instruments
Segment liabilities Segment liabilities for reportable segments Corporate liabilities Borrowings Loans from non-controlling shareholders of subsidiaries Bank overdrafts Current tax payable Deferred tax liabilities Swap hedging instruments
88
2010 $000
2009 $000
Non-current assets South East Asia Europe North East Asia Others
31
89
3,761,029 31,269 -
5,120,259 25,865 -
19,023 3,811,321
39,710 5,185,834
2009 Non-derivative financial liabilities Interest-bearing liabilities Loans from non-controlling shareholders of subsidiaries Bank overdrafts Trade and other payables Cross currency interest rate swaps - Assets - Liabilities Interest rate swaps - Assets - Liabilities Forward contracts on fuel hedging - Assets
5,839,814 17,570 -
3,723,822 44,547 -
(9,529) 3,618
(9,721) 4,185
2,634 (482)
(12,355) 4,667
(9,998) 49,961
(9,998) 50,454
(9,998) 27,602
23,372
(520)
(935) 10,593,191
(935) 11,945,307
(935) 2,304,390
5,873,068
3,767,849
90
3,021,886 403,632
3,938,129 403,632
741,175 403,632
429,925 -
2,767,029 -
2,266,987 380,046
2,996,727 380,046
120,954 380,046
1,043,722 -
1,832,051 -
The table above indicates the periods in which the swap hedging instruments that are cash flow hedges are expected to impact the income statement. Market risk Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, equity prices and fuel prices will affect the Groups income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. (i) Interest rate risk
The Groups exposure to changes in interest rates relates primarily to the Groups interest-earning financial assets and interest-bearing financial liabilities. The Groups objective is to maintain a balance of fixed and floating rate exposures as well as a balanced maturity period. At the reporting date, the interest rate profile of the interest-bearing financial assets and liabilities was: Group Company 2010 2009 $000 $000
2010 $000
2009 $000
Fixed rate Cash and cash equivalents Borrowings Floating rate Other non-current assets Cash and cash equivalents Borrowings
91
92
Group Financial assets Other non-current assets Cash and cash equivalents Trade and other receivables Interest-bearing liabilities Trade and other payables 22,553 1,018 (330,686) (10,072) (317,187) 5,765 21,699 91,368 27,255 (3,910,365) (33,823) (3,798,101) 63,581 3,616 (180,414) (3,268) (116,485) 4,570 21,132 228,540 22,514 (4,328,752) (26,252) (4,078,248)
Company Loans to subsidiaries Cash and cash equivalents Trade and other receivables Interest-bearing liabilities Trade and other payables 331,400 22,512 1,018 (330,686) (10,072) 14,172 1,418,230 43,115 (2,691,200) (19,417) (1,249,272) 180,810 63,148 3,616 (180,414) (1,321) 65,839 700,975 172,732 150 (2,086,573) (10,068) (1,222,784)
Cash flow hedge At 31 December 2009, a portion of the Singapore dollar and Euro denominated bank loans amounting to $0.40 billion has been hedged against the exposure to market fluctuations in foreign exchange rates. In connection with these loans, the Group entered into cross currency interest rate swap contracts to receive variable rate interest in Singapore dollars and Euro and pay variable rate interest in Hong Kong dollars. Both the bank loans and cross currency interest rate swaps have the same terms and conditions. The net fair value of swaps as at 31 December 2009 comprised assets of $9.5 million and liabilities of $3.6 million. Hedge of net investment in foreign operation The Groups US dollar and Hong Kong dollar denominated unsecured bank loans, fixed and floating rate notes amounting to $4.13 billion (2009: $4.53 billion) are designated as hedging instruments for the Groups investment in its associated companies.
93
94
Estimation of fair values The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments of the Group and Company. Quoted equity securities Fair value is based on quoted bid prices at the reporting date, without any deduction for transaction costs. Hedging instruments The fair value of cross currency/interest rate swaps and fuel forward contracts is based on broker quotes. These quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fixed rate interest-bearing loans Fair value is calculated based on quoted offer price or discounted expected future principal and interest cash flows using market interest rates. Floating rate interest-bearing loans The Group believes that the carrying amounts of floating rate interest-bearing loans, which are repriced at least semiannually, reflect the corresponding fair values.
95
Note
Fair value
$000 Group 31 December 2010 Financial assets Other non-current assets Trade and other receivables Swap hedging instruments Cash and cash equivalents
$000
$000
$000
$000
$000
9 10 11 11 14
330,049 330,049 -
(16,394)
330,049 30,160 545,585 7,963 2,052,092 2,965,849 (16,394) (4,137,235) (1,287,830) (2,746,420) (116,551) (54,135) (1,132,778) (53,594) (9,544,937)
Bank overdrafts Unsecured fixed and floating rate notes Secured bank loans Unsecured bank loans Finance lease liabilities Loans from non-controlling shareholders of subsidiaries Trade and other payables Swap hedging instruments
14 17 17 17 17 17 23
(4,020,561) (4,020,561) (1,288,819) (1,288,819) (2,747,978) (2,747,978) (122,150) (122,150) (54,135) (54,135) (1,132,778) (1,132,778) (53,594) (9,382,815) (9,436,409)
96
$000
Group
$000
$000
$000
$000
$000
9 10 11 11 14
179,133 179,133 -
(45,487)
179,133 32,648 575,995 20,462 1,842,438 2,650,676 (45,487) (3,589,503) (1,371,687) (4,453,792) (11,557)
Bank overdrafts
Unsecured fixed and floating rate notes Secured bank loans Unsecured bank loans Finance lease liabilities Loans from non-controlling shareholders of subsidiaries Trade and other payables Swap hedging instruments
14 17 17 17 17 17 23
(61,403) (61,403) (61,403) (1,144,431) (1,144,431) (1,144,431) (53,579) (53,579) (10,560,074) (10,613,653) (10,731,439)
Company 31 December 2010 Trade and other receivables Swap hedging instruments Cash and cash equivalents
11 11 14
Unsecured fixed and floating rate notes Trade and other payables Swap hedging instruments
17 23
31 December 2009 Trade and other receivables Cash and cash equivalents
11 14
Unsecured fixed and floating rate notes Trade and other payables
17
97
2010 $000
2009 $000
(i) Capital commitments which have been authorised and contracted but not provided for in the financial statements (ii) Non-cancellable operating lease commitments payable: Within 1 year After 1 year but within 5 years After 5 years
250,424
446,466
The Group leases a number of office premises under operating leases. The leases run over various periods with some leases containing an option to renew the lease after that date. Lease terms are reviewed at renewal of leases.
33
Related parties
Key management personnel compensation Key management personnel of the Group are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Board of Directors and Senior Management Council of the Company are considered as key management personnel of the Group. Key management personnel compensation comprises: Group
Directors fees Senior management council remuneration* * Comprises short-term employment benefits
98
34
The revised FRS 24 clarifies the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised FRS 24 expands the definition of a related party and would treat two entities as related to each other whenever a person (or a close member of that persons family) or a third party has control or joint control over the entity, or has significant influence over the entity. The initial application of the standard (and its consequential amendments) is not expected to have any material impact on the Groups financial statements. The Group has not considered the impact of accounting standards issued after 31 December 2010.
35
Subsequent event
Subsequent to year end, the directors proposed a net final dividend of $0.66 per share amounting to $400 million. The dividend has not been provided for in the financial statements.
99
100
PSA Headquarters PSA INTERNATIONAL PTE LTD 38th Floor PSA Building, 460 Alexandra Road, Singapore 119963 Tel +65 62794010 Fax +65 62794213 www.internationalpsa.com SOUTHEAST ASIA PSA SOUTH EAST ASIA 36th Floor PSA Building, 460 Alexandra Road, Singapore 119963 Tel +65 62795190 Fax +65 62795463 SINGAPORE SINGAPORE TERMINALS 36th Floor PSA Building, 460 Alexandra Road, Singapore 119963 Tel +65 62747111 Fax +65 62744261 www.singaporepsa.com THAILAND EASTERN SEA LAEM CHABANG TERMINAL Laem Chabang Port, B3, Toong Sukhla, Sriracha, Chonburi 20230 Tel +66 (0) 38 490094 Fax +66 (0) 38 490095 www.esco.co.th VIETNAM SP-PSA INTERNATIONAL PORT CO., LTD Road #3, Phu My Industrial Zone, Phu My Town, Tan Thanh District, Ba Ria - Vung Tau Province Tel + 84 64 3924567 Fax +84 64 3924555 www.sp-psa.com.vn NORTHEAST ASIA CHINA PSA CHINA OFFICE 4/F Main Office Building, Container Terminal 8 West, Kwai Chung Container Terminal, New Territories, Hong Kong Tel +852 22768241 Fax +852 21484023 DALIAN TERMINALS Dayaowan Port Area, Dalian 116601 Tel +86 411 87597547 Fax +86 411 87598307 www.dpcmterminal.com www.dct.com.cn FUZHOU TERMINALS Xin Jiang Road, Jiangyin, Fuqing, Fujian 350309 Tel +86 591 85966888 Fax +86 591 85966666 www.fict-fuzhou.com.cn 113 Luoxing Road Mawei, Fuzhou, Fujian 350015 Tel +86 591 83682473 Fax +86 591 83986897 www.fqct-fuzhou.com.cn
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38TH FLOOR PSA BUILDING 460 ALEXANDRA ROAD SINGAPORE 119963 TEL +65 62794010 FAX +65 62744677 www.internationalpsa.com Registration No. : 197200399R